GIRA & GIRA INVESTMENT ADVISORS LLC

Item 1: Cover Sheet FORM ADV PART 2A INFORMATIONAL BROCHURE 316 NEFF AVENUE | HARRISONBURG, VA 22801 | (540) 433- 7600 APRIL 15, 2026 This brochure provides information about the qualifications and business practices of Gira & Gira Investment Advisors, LLC (“Gira & Gira Investment Advisors” or “Gira & Gira”). If you have any questions about the contents of this brochure, please contact us at (540) 433-7600. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Gira & Gira Investment Advisors, LLC is a registered investment adviser. Registration does not imply any certain level of skill or training. Additional information about Gira & Gira Investment Advisors, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. 1  Item 2: Statement of Material Changes Gira & Gira Investment Advisors, LLC is required to report material changes to this Form ADV. As of April 2026, Gira & Gira is registered with the United States Securities and Exchange Commission (“SEC”). 2  Item 3: Table of Contents TABLE OF CONTENTS Item 1: Cover Sheet ......................................................................................................................... 1 Item 2: Statement of Material Changes ........................................................................................... 2 Item 3: Table of Contents ................................................................................................................ 3 Item 4: Advisory Business ............................................................................................................... 4 Item 5: Fees and Compensation ....................................................................................................... 5 Item 6: Performance-Based Fees ..................................................................................................... 7 Item 7: Types of Clients .................................................................................................................. 7 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 7 Item 9: Disciplinary Information ................................................................................................... 12 Item 10: Other Financial Industry Activities and Affiliations ......................................................... 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .... 13 Item 12: Brokerage Practices ........................................................................................................... 13 Item 13: Review of Accounts .......................................................................................................... 16 Item 14: Client Referrals and Other Compensation ........................................................................ 17 Item 15: Custody ............................................................................................................................. 17 Item 16: Investment Discretion ....................................................................................................... 17 Item 17: Voting Client Securities .................................................................................................... 18 Item 18: Financial Information ........................................................................................................ 18 FORM ADV PART 2B: John D. Gira ........................................................................................................ 20 FORM ADV PART 2B: John D. Gira, III .................................................................................................. 22 3  Item 4: Advisory Business Gira & Gira Investment Advisors, LLC (“Gira & Gira”) has been in business since June, 2013. John Gira is the firm’s only principal. Gira & Gira provides personalized investment management and financial planning services. The firm provides financial advice to individuals, trusts, foundations, endowments and corporations. Financial Planning The client will provide to Gira & Gira all information relevant to their financial position (income, savings, insurance, other investments, age, liabilities, personal obligations, etc.) and ultimate financial goals (retire dates, estate objectives, spending targets, etc.). Information is collected by personal interview, phone conference and/or in writing. Once collected, an investment plan will be created for the purpose of evaluating present status to the likelihood of accomplishing ultimate goals, as well as to monitor client progress through time. This work is intended to be a general guide to aid in the overall planning process, with a key element of an early alert if a plan is falling off target and at risk of missing a major goal. Not every plan will be the same for every client, as circumstances and goals are highly personal. Because a plan is based on client provided information, accurate and complete data is essential, as well as updates regarding material changes in life circumstances. If you request, Gira & Gira may recommend the services of other professionals for implementation purposes. You are under no obligation to engage the services of any such recommended professional. You retain absolute discretion over all such implementation decisions and are free to accept or reject any recommendation from Gira & Gira. If you engage any professional recommended by Gira & Gira, and a dispute arises thereafter relative to such engagement, you agree to seek recourse exclusively from and against the engaged professional. Asset Management Gira & Gira requires each client to place at least $15,000 with the firm. This minimum may be waived at the discretion of Gira & Gira, and is routinely waived to facilitate long term investment accounts (i.e.: IRA's). Asset management services are generally provided on a discretionary basis, but non- discretionary is accepted. In either event, Gira & Gira will monitor accounts continuously for performance and risk. If any changes are deemed advisable, Gira & Gira will make the changes in discretionary accounts and make every reasonable For non-discretionary accounts, effort to alert non-discretionary accounts. 4  authorization is required before trades are placed. Clients may at any time place restrictions on the types of investments used in their behalf. When Gira & Gira is engaged to provide asset management services on a discretionary basis, Gira & Gira will monitor your accounts to ensure that they are meeting your asset allocation requirements. If any changes are needed to your investments, Gira & Gira will make the changes. These changes may involve selling a security or group of investments and buying others or keeping the proceeds in cash. You may at any time place restrictions on the types of investments Gira & Gira may use on your behalf, or on the allocations to each security type. You will receive written or electronic confirmations from your account custodian after any changes are made to your account. You will also receive statements at least quarterly from your account custodian. Clients engaging us on a discretionary basis will be asked to execute a Limited Power of Attorney (granting us the discretionary authority over the client accounts) as well as an Investment Management Agreement that outlines the responsibilities of both the client and Gira & Gira. When a client engages Gira & Gira to provide investment management services on a non-discretionary basis, we monitor the accounts in the same way as for discretionary services. The difference is that changes to your account will not be made until Gira & Gira has confirmed with you (either verbally or in writing) that our proposed change is acceptable to you. Wrap Fee Program Gira & Gira does not participate in a Wrap Fee Program. Assets Under Management As of January 13, 2026, Gira & Gira had $121,432,303 of total assets under management across 397 accounts. Of that total, $101,914,988 across 368 accounts were managed on a discretionary basis. Item 5: Fees and Compensation Fees Charged A. All investment management clients will be required to execute an Investment Management Agreement that will describe the type of management services to be provided and the fees, among other items. Generally, fees vary from 0.50% to 1.00% per annum of the market value of a client’s assets managed by Gira & Gira. The fee range stated is a guide. Fees are negotiable, and may be higher or lower than this range, based on the nature of the account. Factors affecting fee percentages 5  include the size of the account, complexity of asset structures, and other factors. Gira & Gira’s fee schedule is as follows: Assets Under Management $0-$100,000 $100,001-$500,000 $500,001-$1,000,000 $1,000,001 and above Annual Rate 1.00% 0.75% 0.50% negotiable All clients, but especially those with smaller accounts, should be advised they may receive similar services from other professionals for higher or lower overall costs. B. Fee Payment Investment advisory fees will be debited directly from each client’s account. The advisory fee is paid monthly, in advance, and the value used for the fee calculation is the net value as of the last market day of the previous month. This means that if your annual fee is 1.00%, then each month we will multiply the value of your account by 1.00% then divide by 12 to calculate our fee. In calculating the market value of a client’s assets, assets allocated to cash or a cash proxy, such as a money market account, will be included in the calculation of assets under management. Once the calculation is made, we will instruct your account custodian to deduct the fee from your account and remit it to Gira & Gira. Clients whose fees are directly debited will provide written authorization to debit advisory fees from their accounts held by a qualified custodian chosen by the client. Each month, clients will receive a bill itemizing the fees to be debited, including the formula used to calculate the fee, the amount of assets upon which the fee is based, and the time period covered by the fee. The invoice will also state that the fee was not independently calculated by the custodian. The client will also receive a statement from their account custodian showing all transactions in their account, including the fee. Other Fees C. There are a number of other fees that can be associated with holding and investing in securities. Clients will be responsible for fees including transaction fees for the purchase or sale of a mutual fund or Exchange Traded Fund, or commissions for the purchase or sale of a stock. Expenses of a fund will not be included in management fees, as they are deducted from the value of the shares by the mutual fund manager. For complete discussion of expenses related to each mutual fund, you should read a copy of the prospectus issued by that fund. Gira & Gira can provide or direct you to a copy of the prospectus for any fund that we recommend to you. 6  Please make sure to read Item 12 of this informational brochure, where we discuss broker-dealer and custodial issues. Pro-rata Fees D. If you become a client during a month, you will pay a management fee for the number of days left in that month. If you terminate your relationship with Gira & Gira during a month, you will be entitled to a refund of any management fees for the remainder of the month. Once your notice of termination is received, we will refund the unearned fees to you in whatever way you direct (check, wire back to your account). Gira & Gira will cease to perform services, including processing trades and distributions, upon termination. Assets not transferred from terminated accounts within 30 (thirty) days of termination may be “de-linked”, meaning they will no longer be visible to Gira & Gira and will become a retail account with the custodian. Compensation for the Sale of Securities. E. This item is not applicable. Neither Gira & Gira or it’s affiliated persons receive compensation for the sale of securities or commission for the sale of investment products. Item 6: Performance-Based Fees Gira & Gira will not charge performance based fees. Gira & Gira does not engage in side-by-side management. Item 7: Types of Clients Clients advised may include individuals, trusts, foundations, endowments and corporations. Gira & Gira requires each client to place at least $15,000 with the firm. This minimum may be waived in the discretion of Gira & Gira and is routinely waived to facilitate long term savings accounts (i.e.: IRA's). Item 8: Methods of Analysis, Investment Strategies and Risk of Loss It is important for clients to know and remember that all investments carry risks. Investing in securities involves risk of loss that clients should be prepared to bear. Our Process 7  During initial consultation, client data is collected and appropriate investment objective is selected. Investment objective is typically a function of risk tolerance and income needs. We ask the client to put these objectives in writing. While every client is unique and each account is managed separately, overall strategy is somewhat similar for most accounts. This is a natural outcome resulting from our approach to the markets. The starting point is to develop a view on the overall economy and identify major trends or investment themes. Portfolios are then built and managed reflecting these views. Adjustments for risk tolerance and income needs are made by security selection and asset allocation. Recommended securities include stocks, bonds, mutual funds, ETF's, MLP's, royalty trusts and options. Each can be used to create a portfolio reflective of overall macro perspective. When there is a desired exposure to an area where we possess no insight, a professionally managed fund or ETF will be used. Client preferences, if stated, will be respected. Gira & Gira typically relies on a combination of factors, including both economic and financial considerations to guide on allocation decisions. Security selection is guided by both fundamental and technical factors. Fundamentals try to understand a business and its fair value. We will also utilize technical analyses, which means that we will review the past behaviors of the security and the markets in which it trades for signals as to what might happen in the future. Methods of Analysis Gira & Gira typically utilizes a combination of fundamental and technical analysis to produce our portfolio allocations. Fundamental analysis is when a manager reviews information regarding a security, and derives its own estimate of value for that security. If the market price of that security is lower than the manager’s estimate, this would lead the manager to purchase the security for the portfolio, as it should be expected to increase. Information that is used to determine the manager’s estimate of value can include public filings, news releases, and information in research provided by broker-dealers. Technical analysis is when a manager reviews the behavior of a certain security over a period of time, regardless of actual value, and determines a potential trajectory for the market price of that security based on past behaviors. In addition to fundamental and technical analysis, we also review all decisions through a more macroeconomic viewpoint. For example, a stock that shows great potential for growth fundamentally may nonetheless not be purchased if there are general economic indicators that detract from the manager’s fundamental analysis. Accordingly, all three methods are used to construct portfolios as described above under “Our Process.” 8  for conflicts of interest exist with Additionally, part of the Gira & Gira process includes, where appropriate, involving multiple generations in order to facilitate family financial planning. This can increase the financial education of the later generations and manage expectations. the exchange of However, potential intergenerational information. Gira & Gira attempts to minimize these conflicts by treating each household as its own fiduciary relationship. Information can only be shared across generations with each household’s consent. Risks Related to Our Investment Strategies There are always risks to investing. Clients should be aware that all investments carry various types of risk including the potential loss of principal that clients should be prepared to bear. It is impossible to name all possible types of risks. However, our methods of investing in equities, mutual funds and fixed income securities brings with it some specific risks worthy of note: • Political Risks. Most investments have a global component, even domestic stocks. Political events anywhere in the world may have unforeseen consequences to markets around the world. • General Market Risks. Markets can, as a whole, go up or down on various news releases or for no understandable reason at all. This sometimes means that the price of specific securities could go up or down without real reason, and may take some time to recover any lost value. Adding additional securities does not help to minimize this risk since all securities may be affected by market fluctuations. • Currency Risk. When investing in another country using another currency, the changes in the value of the currency can change the value of your security value in your portfolio. • Regulatory Risk. Changes in laws and regulations from any government can change the value of a given company and its accompanying securities. Certain industries are more susceptible to government regulation. Changes in zoning, tax structure or laws impact the return on these investments. Tax Risks Related to Short Term Trading: Clients should note that Gira & Gira may • engage in short-term trading transactions. These transactions may result in short term gains or losses for federal and state tax purposes, which may be taxed at a higher rate than long term strategies. Gira & Gira endeavors to invest client assets in a tax efficient manner, but all clients are advised to consult with their tax professionals regarding the transactions in client accounts. • Purchasing Power Risk. Purchasing power risk is the risk that your investment’s value will decline as the price of goods rises (inflation). The investment’s value itself does not decline, but its relative value does, which is the same thing. Inflation can happen for a variety of complex reasons, including a growing economy and a rising money supply. 9  • Business Risk. This can be thought of as certainty or uncertainty of income. Management comes under business risk. Cyclical companies (like automobile companies) have more business risk because of the less steady income stream. On the other hand, fast food chains tend to have steadier income streams and therefore, less business risk. • Financial Risk. The amount of debt or leverage determines the financial risk of a company. • Default Risk. This risk pertains to the ability of a company to service their debt. Ratings provided by several rating services help to identify those companies with more risk. Obligations of the U.S. government are said to be free of default risk. • Margin Risk. “Margin” is a tool used to maximize returns on a given investment by using securities in a client account as collateral for a loan from the custodian to the client. The proceeds of that loan are then used to buy more securities. In a positive result, the additional securities provide additional return on the same initial investment. In a negative result, the additional securities provide additional losses. Margin therefore carries a higher degree of risk than investing without margin. Any client account that will use margin will do so in accordance with Regulation T. Gira & Gira may utilizes margin on a limited basis for clients with higher risk tolerances. • Short Sales. “Short sales” are a way to implement a trade in a security Gira & Gira feels is overvalued. In a “long” trade, the investor is hoping the security increases in price. Thus in a long trade, the amount of the investor’s loss (without margin) is the amount paid for the security. In a short sale, the investor is hoping the security decreases in price. However, unlike a long trade where the price of the security can only go from the purchase price to zero, in a short sale, the prince of the security can go infinitely upwards. Thus in a short sale, the potential for loss is unlimited and unknown, where the potential for loss in a long trade is limited and knowable. Gira & Gira utilizes short sales only when the client’s risk tolerances permit. Information Risk. All investment professionals rely on research in order to make • conclusions about investment options. This research is always a mix of both internal (proprietary) and external (provided by third parties) data and analyses. Even an adviser who says they rely solely on proprietary research must still collect data from third parties. This data, or outside research is chosen for its perceived reliability, but there is no guarantee that the data or research will be completely accurate. Failure in data accuracy or research will translate to a compromised ability by the adviser to reach satisfactory investment conclusions. • Small Companies. Some investment opportunities in the marketplace involve smaller issuers. These companies may be starting up, or are historically small. While these companies sometimes have potential for outsized returns, they also have the potential for losses because the reasons the company is small are also risks to the company’s future. For example, a company’s management may lack experience, or the company’s capital for growth may be restricted. These small companies also tend to trade less frequently than larger companies, which can add to the risks associated with their securities because the ability to sell them at an appropriate 10  price may be limited as compared to the markets as a whole. Not only do these companies have investment risk, if a client is invested in such small companies and requests immediate or short term liquidity, these securities may require a significant discount to value in order to be sold in a shorter time frame. • Concentration Risk. While Gira & Gira selects individual securities, including mutual funds, for client portfolios based on an individualized assessment of each security, this evaluation comes without an overlay of general economic or sector specific issue analysis. This means that a client’s equity portfolio may be concentrated in a specific sector, geography, or sub-sector (among other types of potential concentrations), so that if an unexpected event occurs that affects that specific sector or geography, for example, the client’s equity portfolio may be affected negatively, including significant losses. Transition Risk. As assets are transitioned from a client’s prior adviser(s) to Gira & • Gira there may be securities and other investments that do not fit within the asset allocation strategy selected for the client. Accordingly, these investments will need to be sold in order to reposition the portfolio into the asset allocation strategy selected by Gira & Gira. However, this transition process may take some time to accomplish. Some investments may not be unwound for a lengthy period of time for a variety of reasons that may include unwarranted low share prices, restrictions on trading, contractual restrictions on liquidity, or market-related liquidity concerns. In some cases, there may be securities or investments that are never able to be sold. The inability to transition a client's holdings into recommendations of Gira & Gira may adversely affect the client's account values, as Gira & Gira’s recommendations may not be able to be fully implemented. • Restriction Risk. Clients may at all times place reasonable restrictions on the management of their accounts. However, placing these restrictions may make managing the accounts more difficult, thus lowering the potential for returns. • Risks Related to Investment Term & Liquidity. Securities do not follow a straight line up in value. All securities will have periods of time when the current price of the security is not an accurate measure of its value. If you require Gira & Gira to liquidate your portfolio during one of these periods, you will not realize as much value as you would have had the investment had the opportunity to regain its value. Further, some investments are made with the intention of the investment appreciating over an extended period of time. Liquidating these investments prior to their intended time horizon may result in losses. • Options. The use of options transactions as an investment strategy involves a high level of inherent risk. Although the intent of the options-related transactions that may be implemented by Gira & Gira is to hedge against principal risk, certain of the options-related strategies (i.e. straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct Gira & Gira, in writing, not to employ any or all such strategies for his/her/their/its accounts. 11  • A Special Note Related to the Calculation of Tax Basis. If a client is unable to provide information on cost basis for tax purposes for each investment at the onset of the client relationship, Gira & Gira will be unable to provide accurate cost basis information in the future. To the extent any cost basis calculation is ever performed for a client, such client should be aware that without accurate information, any cost basis estimates prepared by Gira & Gira will be based on the information available combined with certain assumptions as well as mathematical computation. Therefore, if the cost basis is not accurate at the onset of the relationship, there is no guarantee that Gira & Gira calculations will be correct, and materially adverse tax circumstances may result. Item 9: Disciplinary Information There are no disciplinary items to report. Item 10: Other Financial Industry Activities and Affiliations A. Broker-dealer Neither the principal of Gira & Gira, nor any related persons are registered, or have an application pending to register, as a broker dealer or as an associated person of the foregoing entities. B. Futures Commission Merchant/Commodity Trading Advisor Neither the principal of Gira & Gira, nor any related persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Relationship with Related Persons This item is not applicable. D. Recommendations of Other Advisers Gira & Gira does not utilize nor select other advisers or third party managers. All assets are managed by Gira & Gira management. 12  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. A copy of Gira & Gira’s Code of Ethics is available upon request. Our Code of Ethics includes discussions of our fiduciary duty to clients, political contributions, gifts, entertainment, and trading guidelines. Not applicable. Gira & Gira does not recommend to clients that they invest B. in any security in which Gira & Gira or any principal thereof has any financial interest. C. On occasion, an employee of Gira & Gira may purchase for his or her own account securities which are also recommended for clients. Gira & Gira’s Code of Ethics details rules for employees regarding personal trading and avoiding conflicts of interest related to trading in one’s own account. To avoid placing a trade before a client (in the case of a purchase) or after a client (in the case of a sale), all employee trades must be reviewed by the Compliance Officer. All employee trades must either take place in the same block as a client trade or sufficiently apart in time from the client trade so the employee receives no added benefit. Employee statements are reviewed to confirm compliance with the trading procedures. On occasion, an employee of Gira & Gira may purchase for his or her own D. account securities which are also recommended for clients at the same time the clients purchase the securities. Gira & Gira’s Code of Ethics details rules for employees regarding personal trading and avoiding conflicts of interest related to trading in one’s own account. To avoid placing a trade before a client (in the case of a purchase) or after a client (in the case of a sale), all employee trades must be reviewed by the Compliance Officer. All employee trades must either take place in the same block as a client trade or sufficiently apart in time from the client trade so the employee receives no added benefit. Employee statements are reviewed to confirm compliance with the trading procedures. Item 12: Brokerage Practices Recommendation of Broker-Dealer A. Gira & Gira does not maintain custody of client assets, though Gira & Gira may be deemed to have custody if a client grants Gira & Gira authority to debit fees directly from their account (see Item 15 below). Assets will be held with a qualified custodian, which is typically a bank or broker-dealer. Gira & Gira recommends that investment accounts be held in custody by Schwab Advisor Services (“Schwab”), which is a qualified custodian. Gira & Gira is independently owned and operated and is not affiliated with Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when Gira & Gira instructs them to, which Gira & Gira does in accordance with its agreement with client. While Gira & Gira recommends that 13  clients use Schwab as custodian/broker, clients will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Gira & Gira does not open the account for you, although Gira & Gira may assist clients in doing so. Even though your account is maintained at Schwab, Gira & Gira can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). How we select brokers/custodians Gira & Gira seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, most advantageous when compared with other available providers and their services. We consider a wide range of factors, including both quantitative (Ex: costs) and qualitative (execution, reputation, service) factors. We do not consider whether Schwab or any other broker-dealer/custodian, refers clients to Gira & Gira as part of our evaluation of these broker-dealers. Your brokerage and custody costs relevant including those For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. In addition to commissions, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker- dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all listed above (see “How we select factors, brokers/custodians”). Products and services available to us from Schwab Schwab Advisor Services™ (formerly called Schwab Institutional®) is Schwab’s business serving independent investment advisory firms like Gira & Gira. They provide Gira & Gira and our clients with access to its institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help Gira & Gira manage or administer our clients’ accounts, while others help Gira & Gira manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to Gira & Gira. Following is a more detailed description of Schwab’s support services: 14  Services that benefit you Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that may not directly benefit you Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provide access to client account data (such as duplicate trade confirmations and account statements) • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data Facilitate payment of our fees from our clients’ accounts • • Assist with back-office functions, recordkeeping, and client reporting Services that generally benefit only us Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits, such as occasional business entertainment of our personnel. Our interest in Schwab’s services 15  The availability of these services from Schwab benefits us because we do not have to produce or purchase them. Gira & Gira does not have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. We may have an incentive to recommend that you maintain your account with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/ custodians”) and not Schwab’s services that benefit only us. We do not consider whether Schwab or any other broker-dealer/custodian, refers clients to Gira & Gira as part of our evaluation of these broker-dealers. Aggregating Trades B. In most cases, client accounts are reviewed and rebalanced on an individual basis. In some instances, clients who need to trade the same security will be traded at the same time. This is called aggregating trades. Instead of placing a number of trades for the same security for each account, we will, when appropriate, execute one trade for multiple accounts and then allocate the trades to each account after execution. If an aggregate trade is not fully executed, the securities will be allocated to client accounts on a pro rata basis, except where doing so would create an unintended adverse consequence (For example, if a pro rata division would result in a client receiving a fraction of a share, or a position in the account of less than 1%.) Because Gira & Gira does not utilize model portfolios and instead manages each client portfolio individually, instances of aggregated trades are limited in terms of frequency. Item 13: Review of Accounts All accounts will be reviewed by a senior professional on at least an annual basis. However, it is expected that market conditions, changes in a particular client’s account, or changes to a client’s circumstances will trigger a review of accounts. The annual report in writing provided by Gira & Gira is intended to review asset allocation. All clients will receive statements and confirmations of trades directly from Schwab. Additionally, all clients will receive monthly itemized bills from Gira & Gira. Please refer to Item 15 regarding Custody. 16  Item 14: Client Referrals and Other Compensation A. Economic Benefit Provided by Third Parties for Advice Rendered to Client. Please refer to Item 12, where we discuss recommendation of Broker-Dealers. B. Compensation to Non-Advisory Personnel for Client Referrals. Gira & Gira does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody There are a number of ways in which an adviser can have custody. These include acting as a trustee of a client’s trust, acting as an executor or other form of power of attorney, accepting cash or securities on behalf of clients, having access to cash or securities belonging to clients, debiting fees from client accounts, and third party standing letters of authorization. Gira & Gira debits fees from client accounts, however, because Gira & Gira follows prescribed procedures related to the debiting of fees, Gira & Gira is not required to obtain a surprise examination by an independent accountant. Clients will receive statements directly from Schwab, and copies of all trade confirmations directly from Schwab. Clients whose fees are directly debited will provide written authorization to debit advisory fees from their accounts held by a qualified custodian chosen by the client. Each month, clients will receive a bill itemizing the fees to be debited, including the formula used to calculate the fee, the amount of assets the fee is based, and the time period covered by the fee. The invoice will also state that the fee was not independently calculated by the custodian. The client will also receive a statement from their account custodian showing all transactions in their account, including the fee. We encourage clients to carefully review the statements and confirmations sent to them by their custodian, and to compare the information on your monthly report prepared by Gira & Gira against the information in the statements provided directly from Schwab. Please alert us of any discrepancies. Item 16: Investment Discretion Asset management services may be provided on either a “discretionary” or “non- discretionary” basis. When Gira & Gira is engaged to provide asset management 17  services on a discretionary basis, we will monitor your accounts to ensure that they are meeting your asset allocation requirements. If any changes are needed to your investments, we will make the changes, meaning we select the amount and the type of investment to best suit your specific goals. These changes may involve selling a security or group of investments and buying others or keeping the proceeds in cash. You may at any time place restrictions on the types of investments we may use on your behalf, or on the allocations to each security type. You may receive at your request written or electronic confirmations from your account custodian after any changes are made to your account. You will also receive monthly statements from your account custodian. Clients engaging us on a discretionary basis will be asked to execute a Limited Power of Attorney (granting us the discretionary authority over the client accounts) as well as an Investment Management Agreement that outlines the responsibilities of both the client and Gira & Gira. When a client engages us to provide investment management services on a non- discretionary basis, we monitor the accounts in the same way as for discretionary services. The difference is that changes to your account will not be made until we have confirmed with you (either verbally or in writing) that our proposed change is acceptable to you. We generally recommend that clients utilize Schwab Advisor Services to act as the broker-dealer/custodian for their accounts. However, the client may use another broker-dealer if the client wishes to do so. Gira & Gira will not, however, direct trades through another broker-dealer aside from Schwab Advisor Services in exchange for any sort of fee-sharing or commission-splitting. Item 17: Voting Client Securities From time to time, shareholders of stocks, mutual funds, exchange traded funds or other securities may be permitted to vote on various types of corporate actions. Examples of these actions include mergers, tender offers, or board elections. Clients are required to vote proxies related to their investments, or to choose not to vote their proxies. Gira & Gira will not accept authority to vote client securities. Clients will receive their proxies directly from the custodian for the client account. Gira & Gira will not give clients advice on how to vote proxies. Clients are free to call Gira & Gira with any question they have regarding a particular solicitation. Item 18: Financial Information Gira & Gira does not require the prepayment of fees more than six (6) months or more in advance and therefore has not provided a balance sheet with this brochure. 18  There are no material financial circumstances or conditions that would reasonably be expected to impair our ability to meet our contractual obligations to our clients. 19