Gebhardt Group, Inc.

Item 1 – COVER PAGE FORM ADV PART 2A* Brochure March 2026 3390 Mt. Diablo Blvd., Suite 250 Lafayette, California 94549 Toll-Free: 877.283.9150 Tel: 925.283.9150 Fax: 925.283.9155 www.gebhardtgroupinc.com *This brochure provides information about the qualifications and business practices of Gebhardt Group, Inc. If you have any questions about the contents of this brochure, please contact the Firm’s Chief Compliance Officer, James C. Gebhardt, at telephone 925.283.9150. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission or by any other federal or state authority. The oral and written statements of an advisor provide information upon which a prospective client may base a determination as to whether or not to hire the advisor. You are encouraged to review this Brochure and Brochure Supplements for the Firm’s associates who advise you for more information on the qualifications of the Firm and its employees. The use of the term “registered investment adviser” and description of Gebhardt Group and/or our associates as “registered” does not imply a certain level of skill or training. Additional information about Gebhardt Group is available at www.advisorinfo.sec.gov. 1  Item 2 - MATERIAL CHANGES FROM PRIOR FORM ADV 2A This updated Form ADV Part 2A contains the following changes from the prior version: - Updated description of the Firm’s assets under management at Part 2A, Item 4. - Updated description to reflect that Mr. Gebhardt is no longer a registered representative of a broker-dealer at Part 2A, Item 5 and Item 10. - Updated disclosure to reflect that the Firm no longer recommends or offers American Funds products at Part 2A, Item 8. Item 3 - TABLE OF CONTENTS ITEM 1 – COVER PAGE ............................................................................................................................. 1 ITEM 2 - MATERIAL CHANGES FROM PRIOR FORM ADV 2A ................................................................. 2 ITEM 3 - TABLE OF CONTENTS .................................................................................................................. 2 ITEM 4 - ADVISORY BUSINESS ................................................................................................................. 3 ITEM 5 - FEES AND COMPENSATION ...................................................................................................... 8 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................................... 1011 ITEM 7 - TYPES OF CLIENTS ................................................................................................................ 1011 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES, RISK OF LOSS ....................................... 11 ITEM 9 - DISCIPLINARY INFORMATION ................................................................................................. 14 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ......................................... 1415 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................. 1415 ITEM 12 - BROKERAGE PRACTICES ................................................................................................... 1516 ITEM 13 - REVIEW OF ACCOUNTS ..................................................................................................... 1718 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ........................................................... 1819 ITEM 15 - CUSTODY ............................................................................................................................ 1920 ITEM 16 - INVESTMENT DISCRETION .................................................................................................. 2021 ITEM 17 - VOTING CLIENT SECURITIES .............................................................................................. 2021 ITEM 18 - FINANCIAL INFORMATION ............................................................................................... 2122 INDEX OF ERISA REQUIRED DISCLOSURES ........................................................................................ 2122 2  Item 4 - ADVISORY BUSINESS IA Registration Status – Principal Owners – Registered since 2007. Registered with the U. S. Securities and Exchange Commission 2007 – 2012 and 2014 - present; 1 Registered with State of California 2012 - 2014; James C. Gebhardt Matthew D. Grishman Assets Under Management Discretionary Assets – as of December 31, 2025 $344,984,006 Non-discretionary2 Assets – $ 1,427,076 $346,411,082 Total Assets - Gebhardt Group, Inc. (“Gebhardt Group” or sometimes the “Firm” or “Advisor”) is a California corporation providing investment management and financial planning and financial consultation services to its clients. ADVISORY SERVICES Our investment management services are organized around our proprietary financial planning system intended to assist our clients in the design, development and perpetuation of personal and multi-generational financial goals. Our investment advisory services are provided in specific and individualized planning and implementation phases. The four phases are: Step One: Unpack Your Story In this stage, we’ll unpack and explore what true wealth means to you. Together, we’ll take a deep dive – beyond bank statements and accounts – into your personal priorities, goals, and aspirations. This starts with a grounding exercise and honest conversation about everything; from upbringing and relationships to financial traumas and triumphs. Because once you’ve laid out your history, you’ll have the clarity to make informed and meaningful decisions about your future. The questions we will answer are as follows: ü What are your greatest worries, opportunities, and strengths? ü What does financial security look like to you? ü Do you have enough money to support your needs and wants over the course of your ü life? If not, what do we need to do to get on track? • What we do o Review and analyze all financial documents to take a financial inventory of where you stand today. (we have already started this process together) 1 “Registration” means only that the Firm meets the minimum requirements for registration as an investment advisor and does not imply a certain level of skill or training or that the SEC or any other regulator guarantees the quality of our services or recommends them. 2 The Firm no longer accepts non-discretionary trading authority over client investment assets. All non- discretionary assets noted are legacy assets that preceded the Firm’s discretionary-only policy. 3  o Deeper discussion of current components to True Wealth (People, Purpose, Play, and Prosperity). o Review current investments, life insurance policies and estate planning documents. • What you get o Whole Wealth Journey proposal with the full scope of work ahead of us (this document). o Whole Wealth Assessment upon proposal acceptance and plan completion. 1. Are we the right fit for you? We understand that choosing a financial advisor is a very personal endeavor. We will provide you with the information you need to determine whether you want to take the next step in our financial process to address your future financial goals, but you are under no obligation to do so. Whether you want to continue building a relationship with us is a decision you get to make. By the end of the meeting, we will determine together whether we can help you address any concerns you may be experiencing regarding your overall retirement and lifetime income strategies. If the answer is yes, then we will send you a detailed proposal with the scope of our relationship, and upon mutual agreement, put the timeline in place to allow us to do what we do best: Design a financial strategy fit for you and your family. Step Two: Define Your Story Here we’ll take the conversation a step further to define your goals, along with actionable steps to meet them. Throughout this process, we’ll help you align your financial resources with the principles, people, passions and experiences that you hold closest. This will include in- depth counseling about your short term and long-term vision for personal, professional and financial growth. We’re talking traditional employment, non-traditional employment, defining retirement and beyond. Think of us in this step of our work together as your financial therapists, taking a holistic approach to helping you understand and unlock your true wealth. The questions we will answer are as follows: ü What do you want to achieve as you begin designing the next stage in life? ü What are the core values that drive your decision making? ü What are your most important beliefs that drive you to get out of bed every day? • What we do o Review your Whole Wealth Proposal step by step. o Provide money mindfulness resources to further outline your goals. o Conduct an in-depth dialogue to look beyond numbers to help you discover what you want out of your true wealth. • What you get o KOLBE Assessment – how do you naturally take action in all areas of your life? o Dreams & Vision Questionnaire – how do you envision the role money will play in supporting your retirement? o Financial Life Checklist – how do you feel about the different financial aspects of your life today? o Clarity Compass Exercise – what are your core values and are they aligned with your finances and how you use your money? 4  Step Three: Shape Your Story This step will help us turn our discussions up to this point into a clear-cut path to moving forward. We will address imminent financial needs. We will present different financial modeling scenarios. And finally, we will create an action plan for how we will see your plan through to its successful construction and implementation. Once you know the significance that you seek from your wealth, it’s time to go after it. During this step, we will show you how to: ü Address your immediate financial worries, opportunities, and strengths. ü Invest your time in the people, places and experiences that bring you the greatest amount of joy and purpose. Identify any critical issues that need to be addressed immediately. • What we do o o Develop an action plan to alleviating these critical issues. o Begin to build scenarios and action steps to help you get or stay on track. o Identify the amount of risk you are comfortable taking in your financial lives, the current amount of risk you are actually taking, and the amount of risk you should be taking given your goals and objectives. The clarity to know if you are on track to meet your most important goals in life. The confidence to know how to get on track if you are not. • What you get o o o A complete risk assessment based on your current asset composition. Step 4: Bring Your Story to Life With a plan in place, you now have the clarity to start spending, saving, investing and living in a way that is true to you and your true wealth. Now is when we help you refine your routine until we find a comfortable flow that you feel confident about. Though this step winds down our planning process and our initial engagement, it’s only the beginning of a beautiful partnership and friendship bound by gratitude. (Ongoing wealth management services are performed under a separate agreement) During this step, we will show you how to: ü Align all of your financial resources to support your core values and greatest ü intentions. Implement spending, savings, investment, retirement, life insurance, estate planning, and college planning strategies that are in complete alignment with the principles, people, places and experiences that mean the most to you. ü Choose alternative scenarios with pros and cons for each, designed to minimize your tax liability, maximize your ability to create lifetime income, and create a legacy for you and your family. • What we do 5  o Report findings from our assessment of your financial security and identify strategies to optimize all of your assets to be in alignment with your vision and goals. o Make specific recommendations on how to allocate investment assets. o Present options for financial risk mitigation. o Create timeline for financial plan implementation and explore an agreed upon schedule for tune ups and adjustments. o Adjust or modify your plan based on expected or unexpected changes that may occur in life. • What you get o A complete roadmap with multiple pathways to get you to a comfortable, thriving tomorrow. o Confidence, clarity, capability. o Options. To execute the above plan with the greatest impact in the shortest amount of time, we work as a team collaborating with your CPA and your estate attorney. This maximizes your investment in your financial and estate planning process and gives you the freedom to pursue your greatest passions while our team is working on your behalf. Legal implementation, including the fees for drafting of legal documents and the preparation of tax returns are specifically excluded under this agreement as we do not provide tax or legal advice. Whole Wealth Journey Summary Upon the completion of all four planning phases, you will receive a Whole Wealth Journey Final Planning Summary, which will detail your blueprint for a better life. In it, you will find all the components of your overall wealth management strategy. It will serve as your guide to help you stay on track and make financial adjustments as needed. Through our network of collaborative partnerships our clients may access other financial professionals, including accounting, legal professionals, as their individual needs dictate. Fiduciary Status When Gebhardt Group provides investment advice to you regarding your investment accounts, including your retirement plan account or individual retirement account, we are fiduciaries within the meaning of certain state and federal laws such as the Employee Retirement Income Security Act and/or the Internal Revenue Code and the regulations of the U.S. Securities and Exchange Commission, as applicable. These regulations require us to act in your best interest and not put our interests ahead of yours. Management of Held-Away Assets (Retirement Plan Participant Accounts) We use Pontera, a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts managed on a discretionary basis. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. We do not have direct access to client log-in credentials to affect trades so that our use of the platform does not confer custody of client funds. Rather, a link is provided to the client allowing the client to connect an account(s) to the platform. Once a client’s account(s) is connected to the platform, Gebhardt Group may review the current account allocations and as necessary, will rebalance the account considering client investment goals and risk tolerance, 6  and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) are reviewed at least quarterly and allocation changes are made as deemed necessary. FINANCIAL PLANNING AND FINANCIAL CONSULTATION SERVICES We provide financial planning/financial consulting services on an hourly or preferably, on a fixed fee basis. Such services include a financial review and analysis of some or all of the following areas: - Determining Financial Goals And Objectives - Review of Insurance Needs - Mortgage and Refinance Evaluation - Estate Plan Review or Development - Charitable Panning - Opinion on Current Investment Strategy/Advisors - Other financial or investment - Asset Allocation Review - Retirement Plan Analysis - Employee Stock Option Analysis - Current Portfolio Review - Education Funding Analysis - Cost Audit of Current Investments - Cash Flow Management Review analysis Typically, clients engaging the Firm to provide financial planning/consultation services alone are required to enter into a separate written agreement setting forth the terms and conditions of the engagement and describing the scope of the services to be provided. Financial planning/consultation clients need not necessarily become investment management clients of the Firm. Gebhardt Group recommends that its financial planning and financial consultation clients retain the Firm as their investment advisor to implement its recommendations and such recommendation may be viewed as a conflict of interest. Financial planning and financial consultation clients are hereby advised that they are under no obligation to act on Gebhardt Group’ investment recommendations. Moreover, if a client elects to act on any of the recommendations, the client is under no obligation to effect the transactions through any investment advisor when such is licensed as a broker-dealer or through any associate or affiliate of such advisor that is employed as registered representative or sales agent with a licensed broker-dealer. General Notices In performing its services, Gebhardt Group relies upon the information received from its client or from their other professional legal and accounting advisors and is not required to independently verify such information. Clients must promptly notify us of any change in their financial situation or investment objectives that would necessitate a review or revision by our advisors of the client’s portfolio and/or financial plan. The Firm does not sponsor nor does it provide portfolio management services to wrap fee programs offered by broker-dealers or others. TERMINATION OF AGREEMENT Clients may terminate their agreement with the Firm at any time, upon written notice to Gebhardt Group. The Firm does not assess any fees related to termination but will be entitled to all management fees earned up to the date of termination. Any earned fees owed to Gebhardt Group will be paid from the client’s account on a pro rata basis determined on the amount of time expired in the calendar quarter. Advisor may terminate the agreement with 7  any client at any time. Any unearned investment management fees owed to the client will be refunded on a pro rata basis determined on the amount of time expired in the calendar quarter. If a copy of this Form ADV Part 2A disclosure statement was not delivered to the client prior to or simultaneous with a client entering into a written advisory contract with Advisor, then the client has the right to terminate the contract without penalty within five (5) business days after entering into the contract. For purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract. If the client terminates the contract on this basis, all fees paid by the client will be refunded. Any transaction costs imposed by the executing broker or custodian for establishing the custodial account or for trades on those days are non-refundable. Item 5 - FEES AND COMPENSATION FEES FOR INVESTMENT ADVISORY SERVICES For its investment management clients, Gebhardt Group charges a fee based on a percentage of the market value of each client’s account. Assets in the account are included in the fee assessment unless specifically identified in writing for exclusion. The fee is billed quarterly, in advance, and prorated for accounts established or terminated at times other than the start of the quarter. Unless otherwise agreed to by Gebhardt Group, advisory fees for new clients with managed accounts held at Charles Schwab & Co. are billed at: 1.5% Gebhardt Group has a minimum account size requirement of $1 million. A minimum annual fee of $ 15,000.00 (billed quarterly at $ 3,750.00) will be charged for all client accounts that fall below that minimum account level. The management fee for certain client relationships established prior to 2011 may be billed according to the following schedule: Value of Account Assets On the first $1,000,000 On the next $1,000,000 On amounts between $2,000,001 and $10,000,000* *For accounts above $10,000,000 Annual Fee Rate (Averaged and retro to Dollar One) 1.25% plus 0.75% plus 0.50% 0.50% on entire account Under certain circumstances, based upon the nature of the Account and the services requested, Gebhardt Group in its discretion may agree to assess a different management fee for either new or existing clients. The investment assets of employee family members and family friends may be managed by Gebhardt Group for a different fee or no fee at the discretion of the Firm. Investment management clients authorize Gebhardt Group to deduct its quarterly investment advisory fee directly from their custodial account. This authorization is granted under the terms of the client’s signed investment management agreement and the client’s instructions to the custodian. It is the client’s responsibility to verify the accuracy of the fee calculation, as the custodian will not determine whether the fee is properly calculated. 8  To the extent that a client authorizes the use of margin, and margin is thereafter employed by the client in the management of the client’s portfolio, the market value of the client’s account and corresponding fee payable by the client to Gebhardt Group may be increased. As a result, in addition to understanding and assuming the additional principal risks associated with the use of margin, clients authorizing margin are advised of the potential conflict of interest whereby the client’s decision to employ margin may correspondingly increase the management fee payable to the Firm. Accordingly, the decision to employ margin is left to the sole discretion of client. FEES FOR MANAGEMENT OF HELD-AWAY ASSETS (RETIREMENT PLAN PARTICIPANT ACCOUNTS) As it is impossible to directly debit the fees from held-away accounts managed via the Pontera platform, management fees for these accounts will be assigned to the client’s taxable accounts on a pro-rata basis and debited directly from the assigned account. If a client does not have a taxable account, those fees will be billed directly to the client. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time remaining in the billing period. The fee for managing a held-away account will be the same as the client’s management fee. FEES FOR FINANCIAL PLANNING/FINANCIAL CONSULTATION SERVICES For its financial planning services, Gebhardt Group charges a minimum hourly fee of $500 or provides services on the basis of a fixed fee ranging from $1,500 to $150,000, depending upon the complexity of a Client’s requirements or objectives and the extent to which outside professionals are consulted for estate planning, accounting and other professional services. Fees for the financial planning process are payable 50% at the signing of the proposal, and the balance due upon completion of the process. Under certain circumstances, Gebhardt Group also accepts sales fees or commissions from the issuers of specified securities and insurance products when Gebhardt Group financial planning clients, who are not also investment management clients, purchase those products. GENERAL FEE DISCLOSURES We believe our investment management fees are competitive with the fees charged by other investment advisors in the San Francisco Bay area for comparable services. However, comparable services may be available from other sources for lower fees than those charged by Gebhardt Group. Any discrepancy in fees should be brought to the Firm’s attention within 30-days of the billing date. Gebhardt Group’s fees are exclusive of and in addition to applicable brokerage commissions, custodial charges and asset specific fees such as those charged by funds for management and administration. We do not provide clients advice as to the tax deductibility of its advisory fees. Clients are directed to consult a tax professional to determine the potential tax deductibility of advisory fees. CUSTODIAN AND BROKERAGE FEES Please see Item 12 below for an explanation of our brokerage practices. Clients incur certain charges imposed by their custodians and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Additionally, clients 9  will incur charges by the executing broker-dealer in the form of brokerage commissions and transaction fees on the investment transactions entered into for their account(s). All of these charges, fees and commissions are in addition to Gebhardt Group’s investment management fee. FUND DISCLOSURES Mutual funds, closed-end funds, and exchange traded funds are investment vehicles and the investment strategies, objectives and types of securities held by such funds vary widely. In addition to the advisory fee charged by Gebhardt Group, clients indirectly pay for the expenses and advisory fees charged by the funds in which their assets are invested. All such funds incur operating expenses in connection with the management of the fund. Investment funds pass some or all of these expenses through to their shareholders (the individual investors in the funds) in the form of management fees. The management fees charged vary from fund to fund. In addition, funds charge shareholders (individual investors in the funds) other types of fees such as early redemption or transaction fees. These charges also vary widely among funds. As a result, clients will still pay management fees and other, “indirect” fees and expenses as charged by each fund in which they are invested. Clients are provided a copy of a fund prospectus for each fund in which they invest by their custodian or by the fund sponsor rather than by Gebhardt Group. As required by law, a prospectus represents the fund’s complete disclosure of its management and fee structure. In addition, a fund’s prospectus can be obtained directly from the fund. ALTERNATIVE INVESTMENTS Gebhardt Group does not recommend to its clients investments in alternative investment partnerships or private pooled investment funds. Gebhardt Group has neither an ownership nor other proprietary interest in these funds. SALES COMMISSIONS AND PAYMENTS OF SALES LOADS ACCEPTED Some investment products (certain investment programs, mutual funds, insurance and annuities) are available to clients only on a commission basis or include the payment of a sales load to the placing advisor. Where Gebhardt Group is paid a sales commission, sales load or similar fee for placing its clients with one or more investments, its recommendation of these investments might be deemed a conflict of interest. We only recommend investment in such assets if, based upon the client’s personal financial condition, time horizon, risk tolerance and investment objective, such investment would be suitable for that client. Nevertheless, as a result of its receipt of such payments, our recommendation of these asset management programs might be deemed a conflict of interest. Item 6 - PERFORMANCE-BASED FEES and SIDE-BY-SIDE MANAGEMENT Gebhardt Group does not charge an additional performance fee based upon a percentage of the capital gains realized in client accounts. Gebhardt Group does not manage any client accounts where a performance fee is charged. Item 7 - TYPES OF CLIENTS Our clients include individuals, trusts, estates, charitable organizations, and pension and profit- sharing plans. We generally require advisory clients to maintain a minimum portfolio of 10  $1,000,000; multiple investment accounts for the same client are aggregated to meet this minimum. The Firm has discretion to waive minimums when warranted. We charge a minimum annual fee of $15,000 on all accounts that fall below our minimum portfolio size. As a result, Gebhardt Group’s services may not be appropriate for everyone. For smaller accounts, other investment advisors may provide somewhat similar services for lower compensation, although still others may charge more for similar services. The minimum account size and minimum annual fee may be waived for employee family members/friends at the discretion of the Firm. Item 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES, RISK OF LOSS METHODS OF ANALYSIS Depending upon the type of investment, Gebhardt Group utilizes a combination of fundamental and quantitative analysis. Fundamental analysis involves analyzing real data, including overall economic and company-specific information, to determine the value of a particular investment. Quantitative analysis involves analyzing statistics provided by market activity such as: past prices, volume, moving averages, relative strength and 26 additional sub- components proprietary to our research vendors. We then apply probability analysis on likely outcomes to identify specific adjustments to client portfolios and to determine whether to be more aggressive or more defensive. In performing these analyses, our portfolio manager consults third-party research materials, company annual reports and other regulatory filings, and financial newspapers and periodicals. INVESTMENT STRATEGY Gebhardt Group’s investment objective is to manage risk in client portfolios. We want to protect client capital when markets are weak also known as bearish markets and grow client capital when markets are in uptrends also known as bullish markets. This is our Protected Growth Portfolio strategy. We do not believe a buy and hold approach to investment management is an effective strategy for managing portfolio risk given the volatile global markets we live with today. We actively manage our client portfolios at Charles Schwab & Co. and there will be periods where we are completely out of the equity markets or fixed income markets. Our process emphasizes quantitative trend analysis as fundamentally the most important step in developing investment decisions. Strict buy and sell decisions are monitored on a weekly basis. Target model portfolio construction decisions are based on trend-following assessments of current capital market conditions and the specific investment allocations in the client’s portfolio. The Firm has developed a target model for use with most clients. The target model is designed to provide a core investment structure. This core structure allows for flexibility such that positions can be adjusted to meet specific parameters set forth by the individual client, if any. Unless otherwise instructed by a client in writing, we will implement a target model for each client commensurate with their risk profile. Despite the diversified nature of our strategy and the aim to deliver consistent positive returns, positive returns are not guaranteed and the portfolios are subject to the risk of loss of principal. Gebhardt Group typically utilizes products such as equities, corporate and municipal debt, and investment company products including insurance, annuities, exchange traded funds and mutual funds. We also provide investment advice regarding other types of investments to qualified clients for whom such investments are deemed suitable. Gebhardt Group, Inc. does not offer or recommend illiquid investments such, but not limited to, alternative investments such as venture capital limited partnerships, private equity, managed future funds, hedge funds, private real estate investment trusts, and third-party funds of funds. Investment results are 11  measured over full market cycles and we recommend an investment time horizon of at least three years for capital invested in these target strategies. Investment Programs In addition, Gebhardt Group may recommend outside managed investment programs such as wrap fee or other managed asset programs, to certain financial planning and investment management clients. In such cases, a copy of the Form ADV Part 2A for investment manager that sponsors the program or other applicable broker-dealer offering documentation is provided to Gebhardt Group clients. The services provided by Gebhardt Group to wrap fee clients differ from those provided to its investment management clients that do not participate in a wrap fee program in that all account reporting to the client related to the investment program is sent to the client directly by the program sponsor, who reports the applicable account transactions, valuation and performance data. The managed asset programs recommended by Gebhardt Group may include: Schwab Managed Accounts For larger client situations that require the management of individual stock and bond portfolios we may consider asset management firms from Schwab’s platform of third-party money managers. Schwab has teamed with an independent investment consulting firm, to provide research and ongoing analysis of the money managers in the Managed Account Select® platform. We have access to both quantitative and qualitative information from Schwab and its research partners to help craft a customized portfolio to the specific needs of the client. For clients participating in a Schwab Managed Account Select strategy, Gebhardt Group may receive investment management compensation of up to 1.5% of the assets placed in the program. INVESTMENT RISKS All securities investments carry risk, including the risk that an investor may lose a part or all of his or her initial investment. Here are some of the general risks associated with parts of our investment strategy: Short-term purchases – on occasion, generally only for tax management purposes, we will determine to buy or sell securities in a client’s account and hold them for less than a year. Some of the risks associated with short-term trading that could affect investment performance are increased commissions and transaction costs to the account and increased tax obligations on the gains in a security’s value. Bond Pricing – The price of bonds depends in part on the current rate of interest. Rising interest rates decrease the current price of bonds because current purchasers require a competitive yield. As such, decreasing interest rates increase the current value of bonds with associated decrease in bond yield. We may decide to exchange to a lower or higher duration bond or to another asset class due to interest rate risk that could affect investment performance. Inflation - Inflation is the loss of purchasing power through a general rise in prices. If an investment portfolio is designed for current income with a real rate of return of 4% and inflation were to rise to 5% or higher, the account would result in a loss of purchasing power and create a negative real rate of return. 12  Price Fluctuation - Security prices do fluctuate (except for cash or cash equivalents) and clients must accept that risk associated with the fluctuations or change to a more appropriate investment portfolio in alignment with their risk tolerance. Reinvestment of Dividends - An investor can choose to reinvest interest, dividends and capital gains to accumulate wealth. This is an appropriate strategy for a portfolio designed for capital growth. However, the reinvested earnings could result in a lower or a higher rate than was initially earned. Mutual Funds with Foreign Asset Holdings – Any investments in mutual funds that make foreign investments are subject to the uncertainty with changes in the foreign currency value. The client will bear more risk and may earn a substantially higher return or a substantially lower return. Short Sale Trading – short Sale Trading or “shorting” involves a greater amount of risk and is not offered to clients of the firm. Margin Trading – Gebhardt Group, Inc. does not offer margin trading capabilities to clients. However, in some cases, and generally only for short term financing considerations, clients who have margin trading capabilities established prior to becoming a client of Gebhardt Group, Inc., may elect to assume a margin balance on their investment account. The client’s custodian may require a percentage of assets under management to be pledged as collateral for the margin amount. Clients risk that in a falling market, the pledged collateral will be insufficient to cover a margin call by their custodian. Consequently, all margin decisions are left to the client. Option Trading – Gebhardt Group, Inc. does not offer option trading to clients. Option securities are complex derivatives of equity securities that incorporate certain leverage characteristics and as such carry an increased risk of investment loss. Alternative Asset Classes – Gebhardt Group, Inc. does not offer alternative investments to clients. Many alternative investments are illiquid, which means that the investments can be difficult to trade. Consequently, such holdings may limit a client's ability to dispose of such investments in a timely manner and at an advantageous price. IPOs – Gebhardt Group, Inc. does not offer IPOs to clients. IPOs are generally investments in companies with limited operational histories and non-existent or weak earnings and are highly subject to market sentiment. Shares purchased through an IPO can often trade down immediately from their offer price or can be subject to wild fluctuations in performance at certain time periods after their entry to the public markets and, as such, carry increased risks of investment loss. Private Equities – Gebhardt Group, Inc. does not offer or solicit private equities for client accounts. However, accredited clients may hold non-publicly traded equities in their accounts acquired prior to becoming a Gebhardt Group, Inc. client. These investments will generally have little available information on their financial status, capital structure or revenues, resulting in increased risk of loss, including total loss. In addition, these securities may be highly illiquid or may experience losses of liquidity – resulting in an inability to sell said equities or sales prices that are substantially below the purchase or market price. Unless otherwise expressly agreed, we will value these positions upon hiring Gebhardt Group, Inc. for any accounting purposes, which may not reflect losses that would be realized if the position was sold. Of particular risk is that Gebhardt 13  Group will base its account values for billing purposes on these positions’ purchase price (unless another methodology is agreed upon with the client), leading to a potential motivation to overvalue said equities. Finally, we may have clients who are executives of said firms or have other financial relationships that may create conflicts of interest. Where such conflicts exist, the Firm will disclose these conflicts in written format to the clients who hold such securities or whom we intend to purchase such securities under our discretion prior to any transactions. Item 9 - DISCIPLINARY INFORMATION Gebhardt Group has no disciplinary history and consequently, is not subject to any disciplinary disclosures. Please see our Form ADV Part 2B Supplement for any disclosures related to Firm personnel. Item 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS In the course of providing its financial planning or investment management services, Gebhardt Group also may recommend insurance solutions. Mr. Gebhardt and Mr. Grishman are appointed sales agents for numerous insurance issuers. When Gebhardt Group recommends an insurance product to a client, the applicable insurance issuer pays a sales load or commission to Mr. Gebhardt or Mr. Grishman. The insurance issuers with which Firm personnel are affiliated are wholly independent of and otherwise unaffiliated with Gebhardt Group. None of them supervise Gebhardt Group’s financial planning or investment management services or has any responsibility for our decisions regarding clients’ assets or any other services Gebhardt Group may offer its clients. Gebhardt Group is an independent investment advisor, unaffiliated with any other financial institution or securities dealer or issuer. Although we recommend that our clients custody their investment accounts at Charles Schwab & Co., Inc. (“Schwab), we are not owned or controlled by Schwab and do not supervise their brokerage activities. Schwab does not supervise the investment management activities of Gebhardt Group, Inc. Although we may refer our clients to other professionals such as attorneys or accountants for estate planning, tax or other matters, neither the Firm nor its principals or employees is affiliated with any law or accountancy firm nor do we receive any compensation for introducing other professionals to our clients. Item 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Gebhardt Group and its employees and their immediate families (sometimes collectively “employees”) are permitted to buy and sell securities for their personal investment accounts. We have adopted employee personal trading policies and procedures and a code of ethics to govern our and employee trading practices. A copy of our employee trading policies and code of ethics is made available to clients and prospective clients upon request. The Firm’s owner, officers and employees are required to report all personal securities transactions on a regular basis. Employees are required to sign a certification agreeing to abide by the Firm’s personal trading practices and code of ethics. Employees may trade in the same securities traded for clients; however, it is our policy not to give preference to orders for personnel associated with Advisor regarding such trading. Employees may personally invest in 14  the same securities that are purchased for client trading accounts and may own securities that are subsequently purchased for client accounts. From time to time, trading by employees in particular securities may be restricted in recognition of impending investment decisions on behalf of clients. If a security is purchased or sold for client accounts and Advisor and/or its employees on the same day, employees will pay or receive the same price as the client account, or the client account will receive the more favorable price. If purchased or sold on different days, it is possible that employees’ personal transactions might be executed at more favorable prices that were obtained for clients. Employees may buy or sell different investments, based on personal investment considerations, which the Firm may not deem appropriate to buy or sell for clients. It is also possible that employees may take investment positions for their own accounts that are contrary to those taken on behalf of clients. Employees may also buy or sell a specific security for their personal account based on personal investment considerations aside from company or industry fundamentals, which are not deemed appropriate to buy or sell for clients. This can occur when securities that are not suitable for clients at the time of purchase (e.g., speculative stocks, micro- cap stocks, penny stocks), are purchased by employees. If these securities subsequently appreciate, these personal transactions could be viewed as creating a conflict of interest. Conversely, we may liquidate a security position that is held both for our own accounts and for the accounts of Firm clients, sometimes in advance of clients. This occurs when personal considerations (i.e., liquidity needs, tax-planning, industry/sector weightings) deem a stock sale necessary for individual financial planning reasons. If the security subsequently falls in price, these personal transactions could be viewed as a conflict of interest. Item 12 - BROKERAGE PRACTICES RECOMMENDATION OF SCHWAB AS CUSTODIAN AND EXECUTING BROKER Gebhardt Group recommends that clients establish brokerage accounts with Schwab, registered broker-dealer, member SIPC, to maintain custody of clients' assets and to effect trades for their accounts. Schwab is independently owned and operated and not affiliated with Gebhardt Group and does not supervise or otherwise monitor Gebhardt Group’s investment management services to its clients. Schwab provides Gebhardt Group with access to its institutional trading and custody services, which typically are not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor's clients' assets is maintained in accounts at Schwab, but are not otherwise contingent upon Gebhardt Group committing to Schwab any specific amount of business (in the form of either assets in custody or trading). Schwab services include brokerage, custody, research and access to mutual funds and other investments that are otherwise generally available only to institution investors or would require a significantly higher minimum initial investment. Schwab also makes available to Gebhardt Group other products and services that benefit Gebhardt Group but may not benefit its clients. Some of these other products and services assist Gebhardt Group in managing and administering clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements); facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts); provide research, pricing information and other market data; facilitate payment of Gebhardt Group's fees from its clients' accounts; and assist with back-office functions, recordkeeping and client reporting. Many of these 15  services generally may be used to service all or a substantial number of Gebhardt Group's accounts, including accounts not maintained at Schwab Wealth. Schwab also makes available to us other services intended to help us manage and further develop our business. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing. In addition, Schwab may make available, arrange and/or pay for these types of services to Gebhardt Group by independent third parties. Schwab may discount or waive fees it otherwise would charge for some of these services or pay all or a part of the fees of a third- party providing these services to Gebhardt Group. Our recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefit to us or the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. BEST EXECUTION Gebhardt Group is not obligated to obtain the best net price or lowest brokerage commission on any particular transaction. Rather federal law requires investment managers to use their reasonable best efforts to obtain the most favorable execution for each transaction executed on behalf of client accounts. In selecting broker-dealers, Gebhardt Group’s primary objective is to obtain the best execution. Expected price, giving effect to brokerage commissions, if any, and other transaction costs, are principal factors, but the selection also takes account of other factors, including the execution, clearance and settlement capabilities of the broker-dealer, the broker-dealers willingness to commit capital, the broker-dealers reliability and financial stability, the size of the particular transaction and its complexity in terms of execution and settlement, the market for the security, the value of any research and other brokerage services provided by the broker-dealer, and the cost incurred by placing prime brokerage trades in client accounts. Based upon an evaluation of some or all of these factors, Gebhardt Group may execute client trades through broker-dealers that charge fees that are higher than the lowest available fees. Gebhardt Group may select broker-dealers whose fees may be greater than those charged for similar investments if we determine that brokerage services and research materials provided by that broker-dealer warrant the payment of higher fees. Gebhardt Group reviews transaction results periodically to determine the quality of execution provided by various broker-dealers through whom we execute transactions on behalf of clients. SOFT DOLLAR ARRANGEMENTS AND POTENTIAL CONFLICTS Gebhardt Group is not a party to formal agreements where it receives research or brokerage services, known as “soft dollar” services and research, from an executing broker-dealer in exchange for directing commissionable trades to that broker, or where it allows the broker to pay for such research or services on its behalf in exchange for commissionable trades. Although Gebhardt Group does not formally participate in soft dollar arrangements, it may receive certain discounts, services and/or research from Schwab by virtue of having its client’s custody their assets there. Such discounts, services or research are generally offered by Schwab to all advisory firms that fit a common profile and Gebhardt Group is not offered them because of a particular event or request. Such discounts, services or research are accepted with the intent 16  to benefit all clients and their value is not considered in the process of selecting securities to purchase for client accounts. In such cases, it is the Firm’s policy is to limit its acceptance of such discounts, services or research to those falling within the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934, as amended. Only bona fide research and brokerage products and services that provide assistance to Gebhardt Group in the performance of its investment decision-making responsibilities are permitted. AGGREGATION OF TRADES AND POTENTIAL CONFLICTS Gebhardt Group often combines transaction orders on behalf of multiple clients and allocate the securities or proceeds on an average price basis among the various participants in the transactions. Gebhardt Group and/or its associated persons participate in such aggregated orders. While Gebhardt Group believes combining transaction orders in this way should, over time, be advantageous to all participants, in particular cases the average price could be less advantageous to a particular client than if such client had been the only client effecting the transaction or had completed its transaction before the other participants. There may be circumstances in which transactions on behalf of Gebhardt Group or its associated persons may not, under certain laws and regulations, be combined with those of some of Gebhardt Group’ other clients. In such cases, neither Gebhardt Group nor any associated person will effect transactions in a security on the same day as clients until after the clients’ transactions have been executed. When orders are aggregated, the price paid by each account is the average price of the order. Transaction costs are allocated to each client by the client’s custodian according to the client’s custodial agreement. It is our policy that trades are not allocated in any manner that favors one group of clients over another over time. Client transactions may be aggregated according to custodial relationship in consideration of “trade away” charges that may be imposed if trades are directed to a non-custodial broker-dealer for execution. Aggregated trades placed with different executing brokers may be priced differently. ALLOCATION OF OPPORTUNITIES AND POTENTIAL CONFLICTS Because we manage more than one client account, there may be a conflict of interest related to the allocation of investment opportunities among all accounts managed by the Firm. We attempt to resolve all such conflicts in a manner that is generally fair to all of clients over time. We may give advice and take action with respect to any of our clients that may differ from advice given or the timing or nature of action taken with respect to any other client based upon individual client circumstances. It is our policy, to the greatest extent practicable, to allocate investment opportunities over a period of time on a fair and equitable basis relative to all clients. The Firm is not obligated to acquire for any client account any security that the Firm or its owners, officers, employees or affiliated persons may acquire for their own accounts or for the account of any other client, if in the discretion of the portfolio managers, based upon the client’s financial condition and investment objectives and guidelines, it is not practical or desirable to acquire a position in such security for that account. Item 13 - REVIEW OF ACCOUNTS 17  Client investment portfolios are reviewed either by Mr. Gebhardt or by Mr. Grishman, at least quarterly for consistency with the Firm’s investment strategy and client investment guidelines. Mr. Gebhardt and Mr. Grishman periodically monitor client holdings to track asset class allocations, cash allocations and other factors. Periodic allocation adjustments may be recommended due to client investment guideline changes, client deposits and withdrawals and significant life changes for the client (births, deaths, marriage, divorce, etc.) Additionally, client holdings are reviewed in response to changes in the financial markets and/or changes in the Firm’s investment strategy. Each client receives transaction confirmations and at least quarterly accounts statements from the custodian of their account. Upon client request, Gebhardt Group will prepare a report of the client’s portfolio holdings, asset allocation and portfolio performance. In such cases, clients are advised that they should verify the Firm’s report with the statements received from their custodian. Client financial plans and updates are provided on an “as requested” basis. For financial planning clients whose assets are managed by other managers, clients receive monthly custodial statements and quarterly reports directly from the third-party custodians and advisors/managers. Item 14 - CLIENT REFERRALS AND OTHER COMPENSATION Gebhardt Group has entered into third party marketing arrangements whereby it pays referral fees to persons or entities that refer clients to the Firm. Each such solicitor arrangement is consistent with Rule 206(4)-3 of the Investment Advisers Act as amended. Under no circumstances are solicited clients disadvantaged by the payment of such fees. Clients of the Firm whose accounts involve third party marketing arrangements are advised of the arrangement and do not pay higher fees as a result of the arrangement. Schwab Advisor Network Disclosures Previously, Gebhardt Group participated in a client referral program offered by Schwab called the Schwab Advisor Network (“SAN Program”). Pursuant to the terms of participation, Gebhardt Group pays Schwab a Participation Fee on all referred clients’ accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. The Participation Fee is a percentage of the fees the client owes to Gebhardt Group or a percentage of the value of the assets in the client’s account, subject to a minimum Participation Fee. The Participation Fee is paid by Gebhardt Group and not by the client. Gebhardt Group does not to charge clients referred through the SAN Program fees or costs greater than the fees or costs the Firm charges clients with similar portfolios who were not referred through the SAN Program. Gebhardt Group pays Schwab the Participation Fee for so long as the referred client’s account remains with Gebhardt Group and in custody at Schwab. The Participation Fee is billed to Gebhardt Group quarterly and may be increased, decreased or waived by Schwab from time to time. Gebhardt Group generally pays Schwab a Non-Schwab Custody Fee if custody of a referred client’s account is not maintained by, or assets in the account are transferred from Schwab. This Fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than 18  the Participation Fees Advisor generally would pay in a single year. Thus, Gebhardt Group will have an incentive to recommend that client accounts be held in custody at Schwab. The Participation and Non-Schwab Custody Fees are based on the assets in the accounts of the Firm’s clients who were referred by Schwab and those referred clients’ family members living in the same household. Thus, Gebhardt Group will have incentive to encourage household members of clients referred through the Service to maintain custody of their accounts and execute transactions at Schwab and to instruct Schwab to debit the Firm’s fees directly from the accounts. Although Gebhardt Group no longer participates in this program, the Firm still has clients through this relationship and continues to pay the Participation Fee or Non-Schwab Custody Fee on all referred clients’ accounts if and as required by the terms of the SAN Program. For accounts of Gebhardt Group clients maintained in custody at Schwab, Schwab does not charge the client separately for custody but will receive compensation from Firm clients in the form of commissions or other transaction-related compensation on securities trades executed through Schwab. Schwab also receives a fee (generally lower than the applicable commission on trades it executes) for clearance and settlement of trades executed through broker-dealers other than Schwab. Schwab’s fees for trades executed at other broker-dealers are in addition to the other broker-dealer’s fees. Thus, Gebhardt Group has an incentive to cause trades to be executed through Schwab rather than another broker-dealer. The Firm nevertheless, acknowledges its duty to seek best execution of trades for client accounts. Trades for client accounts held in custody at Schwab may be executed through a different broker-dealer than trades for Gebhardt Group‘s other clients. Thus, trades for accounts custodied at Schwab may be executed at different times and different prices than trades for other accounts that are executed at other broker-dealers. As described, we receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability to us of Schwab’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Item 15 - CUSTODY Gebhardt Group does not maintain physical custody of client funds or securities. Clients are required to set up their investment accounts with a “qualified custodian,” namely a broker dealer, bank or trust company. Gebhardt Group is unable to take even temporary possession of client assets for the purpose of transferring them to the client’s account. Each client has a direct relationship with their custodian and is responsible for making deposits to and withdrawals from their account as necessary. Disclosures Related to Custodians Schwab Advisor Services Division of Schwab acts as custodian and executing broker-dealer for Gebhardt Group clients. Schwab is independently owned and operated and not affiliated with 19  Gebhardt Group and does not supervise or otherwise monitor our investment management services to our clients. For Gebhardt Group client accounts maintained in their custody, Schwab generally does not charge separately for custody but is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through Schwab or that settle into client accounts that are held with Schwab. In most cases, trade executions for client accounts custodied at Schwab will be made by the respective custodian to avoid “trade away” charges otherwise imposed for trades executed at other broker-dealers. In cases where a desired security is not available for purchase or sale through the custodial broker, and in light of our best execution evaluation, certain executions may be made at a different broker-dealer. Schwab sends account statements directly to the client (or to an independent third-party representative designated by the client), no less than monthly, showing all funds and securities held, their current value and all transactions executed in the client’s account, including the payment to Gebhardt Group of its investment management fees. Clients are advised to regularly compare the assets and holdings listed on any report requested and received from the Firm with those listed on the client’s custodial account statements. Item 16 - INVESTMENT DISCRETION Clients appoint Gebhardt Group as their investment advisor and grant full trading and investment authority over their assets at the time they establish their investment accounts. Subject to the Firm’s investment strategy and the client’s investment objectives, our portfolio managers are given full discretion to determine: The timing of any buys or sells; The amount of securities to buy or sell; and The broker-dealer to be used in the transaction. • Types of investments; • Which securities to buy; • Which securities to sell; • • • This discretion may be limited by client investment guidelines and by any investment restrictions set by the client. Where possible, the Firm will attempt to negotiate the commission rates at which transactions for client accounts are effected, with the objective of attaining the most favorable price and market execution for each transaction. Client securities transactions generally are executed through the custodian of their account to avoid “trade away” fees for trades that are executed at other broker-dealers. In some cases, a particular security may not be available through the client’s custodian or available only under execution parameters or at an overall cost that makes the use of an alternative executing broker more advantageous for that transaction. In such cases, the portfolio managers have the discretion to select the broker to execute the trade. Item 17 - VOTING CLIENT SECURITIES It is our policy not to vote proxy solicitations received on behalf of clients from the issuers of securities held in client’s account. All such solicitations can be forwarded to client for voting 20  upon receipt of a client request. Any client wishing to review our proxy voting policies in full may request a copy from us. Item 18 - FINANCIAL INFORMATION Gebhardt Group does not require or solicit prepayment of its management fees from clients six or more months in advance. There are no adverse conditions related to the Firm’s finances that are likely to impair its ability to meet its contractual commitments to its clients. The Firm has never been the subject of a bankruptcy filing. Index of ERISA Required Disclosures Gebhardt Group, Inc. may provide investment management services to retirement plans governed by the Employee Retirement Investment Security Act (“ERISA”). The following Index identifies the disclosures required and the location where plan representatives may find them. It is intended to assist ERISA Plan representatives with compliance with the service provider disclosure regulations under section 408(b)(2) of ERISA. Any questions concerning this guide or the information provided regarding our services or compensation should be addressed to our Chief Compliance Officer at the number noted on the cover page of this ADV Part 2A. Required Disclosure Location of the Required Disclosure Description of the services that Advisor will provide to covered ERISA plans Item 4 of this Form ADV Part 2A and Paragraphs 1- 6 of the engagement agreement signed with our firm. Statements that the services that Advisor will provide to covered ERISA plans will be as an ERISA fiduciary and registered investment adviser Item 4 of this Form ADV Part 2A and Paragraph 8 of the engagement agreement signed with our firm. Description of the direct compensation to be paid to Advisor Item 5 of this Form ADV Part 2A and Paragraph 5 of the engagement agreement signed with our firm. Items 12, 14 and 15 of this Form ADV Part 2A Description of the indirect compensation Advisor might receive from third parties in connection with providing services to covered ERISA plans, if any Items 4, 5, 10, 12 and 14 of this Form ADV Part 2A. Description of the compensation to be shared between Advisor and any third party or any affiliated entity, if any Compensation that Advisor will receive upon termination of its agreement to provide investment management services, if any Item 4 of this Form ADV Part 2A and Paragraph 7 of the engagement agreement signed with our firm. 21