PFC CAPITAL GROUP INC

ITEM 1 - COVER PAGE PFC Capital Group Inc. DBA Private Financial Counseling th 1901 Avenue of the Stars, 11 Floor Los Angeles, CA 90067-6002 Main (310) 556-2055 Fax (310) 286-2324 Form ADV, Part 2A Brochure October 28, 2025 This brochure provides information about the qualifications and business practices of PFC. If you have any questions about the contents of this brochure, please contact us at 310-556-2055. 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. Any reference to or use of the terms “registered investment adviser” or “registered” does not imply that Private Financial Counseling (‘PFC”) or any person associated with PFC has achieved a certain level of skill or training. Additional information about PFC is available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES October 28, 2025 The purpose of this page is to inform you of any material changes since the last update to this brochure. If you are receiving this brochure for the first time this section may not be relevant to you. PFC reviews and updates its brochure at least annually to confirm that it remains current. We have not made any material changes to this brochure since our last annual amendment on October 29, 2024. 2 Private Financial Counseling Brochure 2 Revised October 28, 2025  ITEM 3 - TABLE OF CONTENTS ITEM 1 - COVER PAGE ........................................................................................................................... 1 ITEM 2 - MATERIAL CHANGES .............................................................................................................. 2 ITEM 3 - TABLE OF CONTENTS .............................................................................................................. 3 ITEM 4 - ADVISORY BUSINESS .............................................................................................................. 5 Description of Advisory Firm .................................................................................................................... 5 Advisory Services Offered ......................................................................................................................... 5 Tailored Services and Client Imposed Restrictions ................................................................................... 6 Assets Under Management ...................................................................................................................... 7 ITEM 5 - FEES AND COMPENSATION ..................................................................................................... 7 Fee Schedule ............................................................................................................................................. 7 Billing Method .......................................................................................................................................... 8 Termination .............................................................................................................................................. 8 Other Fees and Expenses Clients May Pay ............................................................................................... 9 Other Compensation We Receive ............................................................................................................ 9 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................................... 10 ITEM 7 - TYPES OF CLIENTS ................................................................................................................. 10 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................ 10 Methods of Analysis and Investment Strategies .................................................................................... 10 Investing Involves Risk ............................................................................................................................ 13 Specific Security Risks ............................................................................................................................. 13 ITEM 9 - DISCIPLINARY INFORMATION ............................................................................................... 24 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 24 Scherer & Bradford, a Professional Law Corporation ............................................................................. 24 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................................ 25 Code of Ethics ......................................................................................................................................... 25 ITEM 12 - BROKERAGE PRACTICES ...................................................................................................... 27 The Custodian and Brokers We Use ....................................................................................................... 27 Aggregation and Allocation of Transactions ........................................................................................... 30 ITEM 13 - REVIEW OF ACCOUNTS ....................................................................................................... 31 3 Private Financial Counseling Brochure 3 Revised October 28, 2025  Account Reviews ..................................................................................................................................... 31 Account Reporting .................................................................................................................................. 32 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION................................................................ 32 Custodian Support Products and Services .............................................................................................. 32 ITEM 15 - CUSTODY ............................................................................................................................ 32 ITEM 16 - INVESTMENT DISCRETION .................................................................................................. 33 ITEM 17 - VOTING CLIENT SECURITIES ................................................................................................ 33 ITEM 18 - FINANCIAL INFORMATION .................................................................................................. 34 4 Private Financial Counseling Brochure 4 Revised October 28, 2025  ITEM 4 - ADVISORY BUSINESS Description of Advisory Firm Private Financial Counseling (also “PFC”, “we,”, “us,” or the “Firm”) is a privately-owned corporation headquartered in Los Angeles, California. Founded by Stephen E. Scherer, PFC is a wealth management Firm established in 1981. Our philosophy is to provide our clients with both personal and professional service. PFC is registered as an investment adviser with the U.S. Securities and Exchange Commission. The Firm’s principal owner is Stephen E. Scherer, President. Our mission is to create and maintain wealth for our clients through long-term effective asset management. We build client relationships based on trust, competent professional advice, continual communication and prompt personal service. We will assist our clients in setting financial goals, monitoring these goals and keeping them informed of the process and achievement of these goals. Our success is based on our avid commitment to research. We have equipped our business with sophisticated technology and resources to provide us with data that allows us to utilize our research capabilities to the fullest. These investments in our business have allowed us to give our clients the intensely personalized asset analysis, allocation and investment service. Advisory Services Offered Wealth Management Services PFC offers wealth management services primarily to individuals, including high-net-worth individuals and families, as well as corporations, retirement plans and charitable organizations. Through PFC’s wealth management services, we work with clients to get a complete overview of their financial picture to create a customized wealth management approach. Our wealth management services include implementation of the client’s investment plan through investment management utilizing customized portfolios. Customized Portfolios Once we have determined the overall investment approach for the client, we design, monitor, and evaluate the client’s investment portfolio. The customized portfolios we build are tailored to address the client’s unique financial needs and preferences. Asset allocations and client portfolio performance may differ even among clients with similar risk tolerance and objectives. PFC’s investment strategies are described in Item 8 - Methods of Analysis below. Investment Advice Depending on the client’s account strategy, we typically use the following types of securities in our ongoing management: • Equity securities, such as stocks and foreign securities listed on US exchanges (ADRs) • Fixed income securities, such as corporate and government bonds, preferred stocks, and TIPS 5 Private Financial Counseling Brochure 5 Revised October 28, 2025  • Exchange traded funds (ETFs), open-end investment companies (mutual funds), exchange traded notes (ETNs), and closed-end investment companies • Alternative investments, such as commodity funds, gold funds, inverse ETFs and other funds (leveraged and unleveraged), real estate investment funds, and registered hedge funds (upon additional discussion with the client) • Money market funds and cash PFC may offer investment advice on any investment held by the client at the start of an advisory relationship. We may also occasionally offer advice regarding additional types of investments if they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. PFC may provide information to prospective clients about the private pool managed by certain PFC investment professionals in their separate capacity with an unaffiliated registered investment adviser if they meet qualified investor standards. PFC’s principals, representatives and employees may be and are currently invested in the private pool. The receipt of additional compensation by PFC’s principals, representatives or employees may create a conflict of interest. If the client elects to purchase an interest in the limited partnership, PFC will disclose all fees the client will pay, in advance through a limited partnership agreement and disclosure document as well as the Investment Management Agreement. We describe the material investment risks for many of the securities that we recommend under the heading Specific Security Risks in Item 8 below. We discuss our discretionary authority below under Item 16 - Investment Discretion. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this item below. We describe the fees charged for investment management services below under Item 5 - Fees and Compensation. Limitations on Investments In some circumstances, PFC’s advice may be limited to certain types of securities. For example, when we provide services to participants in an employer-sponsored plan, the participant may be limited to investing in securities included in the plan’s investment options. Therefore, PFC can only select investments from among the available options, and will not recommend other securities, even if there may be better options elsewhere. Similarly, if PFC is managing assets within an annuity, PFC is limited to those investment options made available by the insurance company. Tailored Services and Client Imposed Restrictions We believe every client is unique. Each has highly individual preferences, resources, and challenges. Therefore, we begin every client relationship by getting to know the client, so that we can better understand their financial circumstances. Only then can we develop an investment strategy and wealth management approach that is specifically suited to our clients’ needs. PFC manages client accounts based on the investment strategies discussed below under Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss. We apply the strategy for each client, based on the client’s individual circumstances and 6 Private Financial Counseling Brochure 6 Revised October 28, 2025  financial situation. We make investment decisions for clients based on information the client supplies about their financial situation, goals, and risk tolerance. Our recommendations may not be suitable if the client does not provide us with accurate and complete information. It is the client’s responsibility to keep PFC informed of any changes to their investment objectives or restrictions. Clients may also request other restrictions on the account, such as when a client needs to keep a minimum level of cash in the account or does not want us to buy or sell certain specific securities. We reserve the right to not accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Assets Under Management As of July 31, 2025, the total amount of assets under our management was: Discretionary Assets Non-Discretionary Assets Total Assets $ 262,457,567 $ 0 $ 262,457,567 ITEM 5 - FEES AND COMPENSATION Fee Schedule For its advisory services, PFC charges an annual advisory fee which is billed quarterly in arrears based on a percentage of the calendar quarter’s ending market value of the managed portfolio per the following schedule: Equity And Balanced Portfolios: First $6 Million 1% Next $6-10 Million .60 On Assets Over $10 Million .50 of 1% Fixed Income Portfolios: First $10 Million .60 of 1% Next $5 Million .50 of 1% Next $15 Million .40 of 1% Over $35 Million .30 of 1% Mutual Fund Fees and Expenses: All fees paid to PFC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. A client could invest in a mutual fund directly, without the services of PFC. In that case, 7 Private Financial Counseling Brochure 7 Revised October 28, 2025  the client would not receive the services provided by PFC which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and the fees charged by PFC to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. At our discretion, we may negotiate our fees with clients, offer reduced fees for clients with a longstanding relationship or may choose to waive fees altogether for certain client or family accounts. Fees may be negotiated based on a number of factors, including a pre-existing relationship with the client or a new client’s relationship with existing clients. We may also have existing clients under historical or alternative fee arrangements. The fee schedule above includes any financial or investment planning done as part of our overall wealth management services for the client but does not include the cost of securities or insurance products recommended within the plan or associated trading costs or commissions (described in Other Fees and Expenses Clients May Pay, below). Billing Method PFC’s advisory fees are payable quarterly in arrears based on the managed portfolio’s market value of managed assets on the last day of the calendar quarter. Valuations are provided to PFC from the underlying custodian by direct download from the custodian and/or client statements. In the event a security is not priced by the client’s custodian or PFC believes that the custodian’s price does not adequately represent investment value, we may obtain a price from the issuer of the security or other independent third-party or otherwise take steps to “fair value” the security, in accordance with PFC’ internal valuation procedures. Quarterly fees are adjusted on a time-weighted basis for additions or withdrawals during a quarter. The client’s quarterly fee will reflect pro-rated additions and/or reductions. With client authorization, we will typically withdraw our advisory fee automatically from the client’s account each quarter upon instruction to the client’s independent custodian. We may make alternative arrangements at the client’s request. All clients will receive brokerage statements from the custodian no less frequently than quarterly. The custodian statement will show the deduction of the advisory fee. Termination Either party may terminate the advisory agreement at any time by providing thirty (30) days written notice to the other party. In the event client terminates the advisory agreement, PFC will not liquidate any securities in the client’s account unless authorized in writing by the client to do so. In the event of the client’s death or disability, PFC will continue management of the client’s account until PFC is notified of the client’s death or disability and given alternative instructions by an authorized party. Upon notice of 8 Private Financial Counseling Brochure 8 Revised October 28, 2025  termination, we will calculate the final fees due for services provided through the date of termination. Any advisory fees that we have earned for the services provided will be due upon termination. We will prorate the fee due based on the effective date of termination. Other Fees and Expenses Clients May Pay PFC’s fees do not include custodian fees. Any brokerage commissions, stock transfer fees, and other similar charges that are incurred in connection with transactions for a client’s account will be paid out of the assets in the client’s account and are in addition to the advisory fees the client pays to PFC. See Item 12 - Brokerage Practices below for more information. While consideration is given to the lowest cost share class, commission costs are sometimes prohibitive and as such any mutual fund shares held in a client’s account may be subject to deferred sales charges, 12b-1 fees, and other fund-related expenses. The fund’s prospectus fully describes the fees and expenses. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds. Mutual funds pay advisory fees to their managers, which are indirectly charged to all holders of the mutual fund shares. Clients with mutual funds in their portfolios are effectively paying both PFC and the mutual fund manager for the management of their assets. Other Compensation We Receive A number of individuals from PFC are licensed attorneys and members of the California bar, including Stephen E. Scherer, PFC’s principal owner and President, and Christopher T. Bradford, PFC’s Chief Compliance Officer. Mr. Scherer and Mr. Bradford provide legal services to PFC as active members of PFC’s management team, and through Scherer & Bradford, a professional law corporation located in Century City, CA. As a boutique law firm, Scherer & Bradford does earn fees for providing its services, and Mr. Scherer as owner of Scherer & Bradford, indirectly participate in these fees. Clients pay separate fees for advisory services and legal services. This practice gives Mr. Scherer and Mr. Bradford an incentive to recommend legal services based on the compensation received, rather than on the client’s needs. Clients are not obligated to engage legal services through Mr. Scherer, Mr. Bradford or Scherer & Bradford, if they decide there is a need for such services. Some investment professionals of PFC are also registered with an unaffiliated SEC Registered Investment Adviser and earn compensation in their roles as owners and investment advisor representatives of the unaffiliated Firm, as well as General Partners of a pooled investment vehicle managed by the unaffiliated investment adviser. PFC may provide information to clients or prospective clients about the pooled investment vehicle managed by these PFC investment professionals in their separate capacity with an unaffiliated registered investment adviser, provided that the client or prospective client meets qualified investor standards. The receipt of compensation by these PFC investment professionals in their separate capacity with an unaffiliated registered investment adviser creates a conflict of interest; however, due to their compensation arrangement with PFC, they will not earn any portion of the advisory fee charged by PFC on such assets. If the client elects to purchase an interest in the limited partnership, PFC will disclose all fees the client will pay, including those paid to the PFC investment professionals in their separate 9 Private Financial Counseling Brochure 9 Revised October 28, 2025  capacity with an unaffiliated registered investment adviser, in advance through a limited partnership agreement and disclosure document. See below under Item 10 – Other Financial Industry Activities and Affiliations. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT PFC does not offer performance-based fees for its investment advisory services. Managing accounts under different fee arrangements may create a conflict of interest. Performance- based fee arrangements may create a conflict of interest for portfolio managers as they may have incentives to: 1. allocate investment opportunities that they believe might be the most profitable to performance- based fee accounts; and/or 2. make investments with more risk or that are more speculative than those that might be recommended under a different fee arrangement. Should PFC decide to charge performance-based fees for its investment advisory services, we will adopt policies and procedures reasonably designed to address these types of conflicts. Specifically, we will seek to allocate investment opportunities between accounts on a fair and equitable basis over time and prevent non-suitable investments in client accounts. ITEM 7 - TYPES OF CLIENTS PFC generally provides investment advisory services to high net-worth clients, including individuals and families, trusts and estates, and individual participants of retirement plans. In addition, we offer advisory services to pension and profit-sharing plans, charitable organizations, corporations and other business entities. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies We develop common stock candidates for purchase in two ways: (1) by an analysis of 5 to 10 year growth potential by industry group and secondarily, by company within each desirable industry group; and (2) by general research which isolates additional fast growing companies which are not necessarily in the desirable industry groups identified above. Once desirable candidates have been identified by the above process, we then look for dividend growth and appreciation potential. We then fit the desired candidates to a particular client's financial needs and income tax circumstances. 10 Private Financial Counseling Brochure 10 Revised October 28, 2025  The sources of information we use can be broken into three general categories: Publications, advisory services and charts of price and volume. Publications such as the Wall Street Journal, Barrons, and Forbes are monitored to detect changing economic and industry group fundamentals. Advisory services like Charles Schwab & Co. and Bank Credit Analyst are used to complement our own in-house research capabilities. We manage securities in relation to the 4 to 5-1/2 year economic cycle. We attempt to be fully invested in common stock during the bull market phase (2 to 3-1/2 years) and in a combination of U.S. Treasury bills and common stock during the bear market phase. Purchases made are expected to be held from 6 months to 1-1/2 years on the average. However, many will be held longer if they prove to be very successful. Short term trading is not generally an objective. Where tax considerations warrant, we attempt to invest for long term capital gains. Methods of Analysis for Selecting Securities PFC selects suitable categories of investments based on the clients’ attitudes about risk and their need for capital appreciation or income. Different instruments involve different levels of exposure to risk. Within each investment category, we select individual securities with characteristics that are most consistent with the client’s objectives. We deal with any client restrictions on an account-by-account basis. General Approach Typically, client accounts will be composed using one or more of the following security types: Mutual funds and ETFs: Mutual funds offer the dual advantages of expert management and diversification. We rely on quantitative and qualitative criteria to select the managers for inclusion in our clients’ portfolios. Once a fund has made the grade, we continue to monitor its performance to confirm that it adheres to its style discipline and delivers consistent performance. Growth investments may include small- and mid-cap stock mutual funds, international stock mutual funds, and sector and index exchange traded funds (ETFs). Equity investments: Stocks have, historically, offered investors the best long-term investment performance relative to bonds and cash, although they also have greater risk. We use fundamental research, technical analysis, and proprietary quantitative rules-based selection approach to identify companies with strong market leadership and those that have demonstrated consistent operating performance and earnings growth. We look for investments in (a) high quality growing businesses, which have consistently exhibited superior operating performance and revenue growth and (b) high quality mature businesses, which have consistently exhibited superior operating performance and dividend growth. The strategy uses a combination of Charles Schwab robust research framework and PFC’s quantitative rules-based selection approach. 11 Private Financial Counseling Brochure 11 Revised October 28, 2025  Once selected, stocks are monitored to confirm they remain attractively valued and offer attractive potential for return. When a company’s stock no longer meets these criteria, we will sell it. We also seek to invest in companies that have created value by providing shareholders with consistent operating performance over time. To pursue the strategy’s primary goal of total return, we utilize various external sources, as mentioned above, to complement our own in-house research capabilities. At times, PFC may purchase newly-issued and other equity securities that have a limited trading history. While these securities do not necessarily meet the investment criteria described above, we may purchase them for client portfolios based on anticipated future growth. Fixed-income investments: Bonds can provide stable, predictable streams of income and add diversity to a stock portfolio that may reduce overall portfolio volatility. We use a combination of taxable and tax- free, corporate and government fixed-income securities, bond mutual funds, preferred stocks, and TIPS to pursue our clients’ portfolio objectives. Our selection process relies on quantitative comparisons of credit quality, duration, and yield spread analysis. We may also utilize Fixed Income ETFs as an asset class within client portfolios in order to offer diversification across numerous bond issues. Alternative investments: For additional diversity, we may include alternative investments in our clients’ portfolios, such as commodity funds, precious metal funds, currency investments, broad market and sector inverse ETFs and other funds (leveraged or unleveraged), master limited partnerships (MLPs) and real estate investment funds. We may also make investments in hedge funds and non-publicly traded limited partnerships upon additional discussion with the client. Other Strategies Upon client request, we may manage client accounts according to other strategies. Rather than employing an asset allocation method, these strategies may use a more opportunistic approach to choosing investments. In addition, a client may at any time direct us to make an investment of his or her own choosing. Investments directed by the client may be in securities that PFC does not recommend for other clients and may involve risks not described in this brochure. PFC primarily seeks to hold securities for the longer-term, but may use short-term trades and margin leverage when in PFC’s judgment they are appropriate for a particular account or given market condition. These strategies may increase the risk in a client’s portfolio. While the use of margin borrowing or leveraged funds can increase returns, it can also magnify losses. Clients are responsible for the payment of any margin charges. Portfolio strategies are determined based on the client’s situation and risk tolerance, and clients may specifically request that PFC limit or avoid the use of these strategies in their accounts. We may also consider additional strategies upon discussion with the client. 12 Private Financial Counseling Brochure 12 Revised October 28, 2025  Investing Involves Risk Investing in securities always involves the risk that you will lose money. Before investing in the securities markets, clients should be prepared to bear that risk. Over time, a client’s account value will fluctuate. At any time, your assets may be worth more or less than the amount you invested. As with any investment strategy, there is no guarantee that our strategies will be successful. PFC makes no guarantees or promises that our market analysis will be accurate or the investment strategies we use will be successful. PFC exercises our discretionary authority to invest in securities that we believe are appropriate for the client, based on our understanding of the client’s risk tolerance and investment objectives. We have generally summarized below what we feel are relevant risks broadly relating to the types of securities we primarily invest in for client accounts; however, securities may be subject to additional risks that are specific to that security or issuer, and we cannot and do not attempt to cover all risks that clients may be exposed to within their portfolios. Clients are strongly encouraged to review the prospectus disclosures and offering documents relating to the securities held in their portfolios if they have any questions, as these documents discuss in more detail the risks relating to the particular product. These documents are provided to the client by the client’s custodian/broker. Clients with questions regarding a particular security should contact PFC or the custodian/broker. Specific Security Risks General Risks of Owning Securities The prices of securities held in client accounts and the income they generate may decline in response to certain events taking place around the world. These include events directly involving the issuers of securities held in a client’s account (or underlying assets of mutual funds), conditions affecting the general economy, and overall market changes. Other contributing factors include local, regional, or global political, social, or economic instability and governmental or governmental agency responses to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also affect security prices and income. Mutual Funds (Open-end Investment Company) A mutual fund is a company that pools money from many investors and invests the money in stocks, bonds, short-term money-market instruments, other securities or assets, or some combination of these investments. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (NAV) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Mutual funds have benefits such as professional management, diversification, affordability, and liquidity. However, they also have features that some investors might view as disadvantages: 13 Private Financial Counseling Brochure 13 Revised October 28, 2025  Costs Despite Negative Returns Mutual funds charge investors sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. This includes instances where the fund went on to perform poorly after purchasing shares. Lack of Control Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Price Uncertainty With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. Different Types of Funds When it comes to investing in mutual funds, investors have literally thousands of choices. Each type has different features and different risks and rewards. Generally, the higher the potential return, the higher the risk of loss. Money Market Funds Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high quality, short-term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. That is why “inflation risk,” the risk that inflation will outpace and erode investment returns over time, can be a potential concern for investors in money market funds. Bond Funds Bond funds generally have higher risks than money market funds, largely because they typically pursue strategies aimed at producing higher yields. Unlike money market funds, the SEC’s rules do not restrict bond funds to high quality or short-term investments. Because there are many different types of bonds, bond funds can vary dramatically in their risks and rewards. 14 Private Financial Counseling Brochure 14 Revised October 28, 2025  Some of the risks associated with bond funds include: There is a possibility that companies or other issuers may fail to pay their debts (including Credit Risk the debt owed to holders of their bonds). Consequently, this affects mutual funds that hold these bonds. Credit risk is less of a factor for bond funds that invest in insured bonds or U.S. Treasury Bonds. By contrast, those that invest in the bonds of companies with poor credit ratings generally will be subject to higher risk. There is a risk that the market value of the bonds will go down when interest rates go up. Interest Rate Risk Because of this, investors can lose money in any bond fund, including those that invest only in insured bonds or U.S. Treasury Bonds. Funds that invest in longer-term bonds tend to have higher interest rate risk. Issuers may choose to pay off debt earlier than the stated maturity date on a bond. For Prepayment Risk example, if interest rates fall, a bond issuer may decide to “retire” its debt and issue new bonds that pay a lower rate. When this happens, the fund may not be able to reinvest the proceeds in an investment with as high a return or yield. Stock Funds Although a stock fund’s value can rise and fall quickly (and dramatically) over the short term, historically stocks have performed better over the long term than fixed income investments like corporate bonds, government bonds, and treasury securities. Overall “market risk” poses the greatest potential danger for investors in stocks funds. Stock prices can fluctuate for a broad range of reasons—such as the overall strength of the economy or demand for particular products or services. Not all stock funds are the same. For example: Growth funds focus on stocks that may or may not pay a regular dividend but have the potential Growth Funds for large capital gains. These funds favor companies expected to grow earnings, which could result in stock prices rising faster than the economy and may be smaller and less seasoned companies. The smaller and less seasoned companies that may be in a growth fund have a greater risk of price volatility. Growth stocks, which can be priced on future expectations rather than current results, may decline substantially when expectations are not met, or general market conditions weaken. Equity income funds stress current income over growth and may invest in stocks that pay regular Equity Income Funds dividends. These funds are subject to dividend payout risk, which is the possibility that a number of the companies in which the fund invests will reduce or eliminate the dividend on the securities held by the fund. 15 Private Financial Counseling Brochure 15 Revised October 28, 2025  Funds that invest in companies with mid-range market capitalizations involve additional risks. The Mid Cap Funds securities of these companies may be more volatile and less liquid than the securities of larger companies. Funds that invest in stocks of small companies involve additional risks. Smaller companies typically Small Cap Funds have higher risk of failure and are not as established as larger blue-chip companies are. Historically, smaller-company stocks have experienced a greater degree of market volatility than the overall market average. International investments are subject to additional risks, including currency fluctuation, political International Funds instability, and potential illiquid markets. Funds that invest in foreign securities of smaller, less-developed countries involve special Emerging Market Funds additional risks. These risks include, but are not limited to currency risk, political risk and risk associated with varying accounting standards. Investing in emerging markets may accentuate these risks. Alternative investments fall outside the three traditional asset types (stocks, bonds, and cash). Alternative Investment Funds Alternative investments include hedge funds, managed futures, real estate, commodities and derivatives contracts. Each fund is subject to specific risks, depending on the nature of the fund. These types of investments may have additional or enhanced risks. Clients should carefully review the prospectus disclosures and offering documents of these products, which contain important information about the specific risks of the product. Equity Securities Equity securities represent an ownership position in a company. Equity securities typically consist of common stocks. The prices of stocks and the income they generate (such as dividends) fluctuate based on, among other things, events specific to the company that issued the shares, conditions affecting the general economy and overall market changes, changes or weakness in the business sector the company does business in, and other factors. Small Capitalization Equity Securities Investing in smaller companies may pose additional risks as it is often more difficult to value or dispose of small company stocks, more difficult to obtain information about smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more established companies. Clients should have a long-term perspective and, for example, be able to tolerate potentially sharp declines in value. 16 Private Financial Counseling Brochure 16 Revised October 28, 2025  Debt Securities (Bonds) Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Certain additional risk factors relating to debt securities include: When interest rates are declining, investors have to reinvest their interest income and any return Reinvestment Risk of principal, whether scheduled or unscheduled, at lower prevailing rates. Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the Inflation Risk purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices. Debt securities may be sensitive to economic changes, political and corporate developments, and Interest Rate and Market Risk interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. Debt securities may contain redemption or call provisions entitling their issuers to redeem them Call Risk at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond to a risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the Credit Risk subject of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts owed to it. 17 Private Financial Counseling Brochure 17 Revised October 28, 2025  There may be little trading in the secondary market for particular debt securities, which may affect Liquidity and Valuation Risk adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. It may be possible to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that we will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency’s view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. Securities with Equity and Debt Characteristics PFC may invest in securities for client accounts that have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa. Some types of convertible bonds, preferred stocks or other preferred securities automatically convert into common stocks or other securities at a stated conversion ratio and some may be subject to redemption at the option of the issuer at a predetermined price. These securities, prior to conversion, may pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer. These securities may include hybrid securities, which also have equity and debt characteristics. Such securities are normally at the bottom of an issuer's debt capital structure. As such, they may be more sensitive to economic changes than more senior debt securities. Investors may also view these securities as more equity-like by the market when the issuer or its parent company experience financial problems. The prices and yields of nonconvertible preferred securities or preferred stocks generally move with changes in interest rates and the issuer’s credit quality, similar to the factors affecting debt securities. PFC will treat nonconvertible preferred securities as debt for asset allocation purposes. Exchange-Traded Funds (ETFs) An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) containing a basket of stocks. Typically, the objective of an ETF is to achieve returns similar to a particular market index, including sector indexes. An ETF is similar to an index fund in that it will primarily invest in securities of companies that are included in a selected market. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETFs trade throughout the day on an exchange. Like stock mutual 18 Private Financial Counseling Brochure 18 Revised October 28, 2025  funds, the prices of the underlying securities and the overall market may affect ETF prices. Similarly, factors affecting a particular industry segment may affect ETF prices that track that particular sector. Closed-end Fund Closed-end funds do not continually offer their shares for sale. Rather, they sell a fixed number of shares at one time, after which the shares typically trade on a secondary market, such as the New York Stock Exchange or the NASDAQ Stock Market. Risk factors pertaining to closed-end funds vary from fund to fund. The following list of risk factors provides a review of those associated with generalized closed-end fund investing. Not every risk factor in this list will pertain to each closed-end fund. In addition to the risks described above in Mutual Funds, closed-end funds are subject to the following risks: Valuation Risk Common shares may trade above (a premium) or below (a discount) the net asset value (NAV) of the trust/fund’s portfolio. At times, discounts could widen, or premiums could shrink, which could either dilute positive performance or compound negative performance. There is no assurance that discounted funds will appreciate to their NAV. Fluctuating Dividends in Actively Managed Portfolios The composition of the trust/fund’s portfolio could change, which, all else being equal, could cause a reduction in dividends paid to common shares. Certain closed-end funds invest in common stocks. There is no guarantee of dividends from these common stocks. Fluctuations in dividend levels over time, up and down, are to be expected. Obligations Backed by the "Full Faith and Credit" of the U.S. Government U.S. government obligations include the following types of securities: U.S. Treasury Securities U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes, and bonds. For these securities, the U.S. government unconditionally guarantees the payment of principal and interest, resulting in the highest possible credit quality. Fluctuations in interest rates subject U.S. Treasury securities to variations in market value. However, they are paid in full when held to maturity. Federal Agency Securities Certain U.S. government agencies and government-sponsored entities guarantee the timely payment of principal and interest with the backing of the full faith and credit of the U.S. government. Such agencies and entities include The Federal Financing Bank (FFB), the Government National Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation (OPIC), the Commodity Credit Corporation (CCC) and the Small Business Administration (SBA). 19 Private Financial Counseling Brochure 19 Revised October 28, 2025  Other Federal Agency Obligations Additional federal agency securities neither are direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a government charter; specific types of collateral back some; the issuer’s right to borrow from the Treasury supports some; and only the credit of the issuing government agency or entity supports others. These agencies and entities include but are not limited to the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and the Tennessee Valley Authority and Federal Farm Credit Bank System. Municipal Bonds Municipal bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, and liquidity and valuation risk. Investing in municipal bonds carries risk unique to these types of bonds, which may include: Legislative Risk Legislative risk includes the risk that a change in the tax code could affect the value of taxable or tax-exempt interest income. Tax-Bracket Changes Municipal bonds generate tax-free income, and therefore pay lower interest rates than taxable bonds. Investors who anticipate a significant drop in their marginal income-tax rate may benefit from the higher yield available from taxable bonds. Liquidity Risk The risk that investors may have difficulty finding a buyer when they want to sell and may be forced to sell at a significant discount to market value. Liquidity risk is greater for thinly traded securities such as lower-rated bonds, bonds that were part of a small issue, bonds that have recently had their credit rating downgraded or bonds sold by an infrequent issuer. Municipal bonds may be less liquid than other bonds. Credit Risk Credit risk includes the risk that a borrower will be unable to make interest or principal payments when they are due and therefore default. To reduce investor concern, insurance policies that guarantee repayment in the event of default back many municipal bonds. 20 Private Financial Counseling Brochure 20 Revised October 28, 2025  Municipal Bonds of a Particular State Municipal bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Securities issued by California municipalities are more susceptible to factors adversely affecting issuers of California securities. For example, in the past, California voters have passed amendments to the state's constitution and other measures that limit the taxing and spending authority of California governmental entities, and future voter initiatives may adversely affect California municipal bonds. Inflation-indexed Bonds PFC may invest for client accounts in inflation-indexed bonds issued by governments, their agencies or instrumentalities and corporations. The principal amount of an inflation-indexed bond adjusts to changes in the level of the consumer price index. In the case of U.S. Treasury inflation-indexed bonds, there is a guarantee on repayment of the original bond principal upon maturity (as adjusted for inflation). Therefore, the principal amount of such bonds cannot fall below par even during a period of deflation. However, there is no guarantee on the current market value of these bonds so they fluctuate with the rise and fall of yields. The interest rate for inflation-indexed bonds is fixed at issuance as a percentage of this adjustable principal. Accordingly, the actual interest income may both rise and fall as the principal amount of the bonds adjusts in response to movements of the consumer price index. For example, typically interest income would rise during a period of inflation and fall during a period of deflation. Real Estate Investment Trusts Securities issued by real estate investment trusts (REITs) primarily invest in real estate or real estate- related loans. Equity REITs own real estate properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. Changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws, and regulatory requirements, such as those relating to the environment all can affect the values and liquidity of REITs. Both types of REITs are dependent upon management skill, the cash flows generated by their holdings, the real estate market in general, and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws. Private Funds Alternative investments, including private funds, involve unique risks including, but not limited to, liquidity risk, tax risk, suitability risk, and leverage/hedging risk. It is critical that clients carefully review all private fund materials, including disclosure documents, private placement memoranda, and other offering materials prior to making an investment in a private fund. Suitability Risk Private funds/alternative investments may carry unique risks such as illiquidity, higher fees, volatile performance, increased risk of loss, limited transparency, subjective valuations, and minimal regulatory oversight. As such, the Advisor recommends these investments only to clients capable of bearing these risks, who also meet regulatory eligibility requirements, including 21 Private Financial Counseling Brochure 21 Revised October 28, 2025  minimum net worth and sophistication standards. Clients should carefully review offering documents to understand the terms, risks, and potential conflicts of interest associated with the investment. Liquidity Risk Private funds generally have less liquidity than separately managed, liquid investments. Tax Risk Many private funds are structured as limited partnerships and as a result the client will receive K- 1s reflecting their limited partnership interest. Clients may also be required to file tax extensions as these K-1s may be issued after the tax deadline. Leverage/Hedging Risk Alternative investments may employ the use of hedging or leverage which creates additional risk. Hedging occurs when an investment is made to reduce the risk of adverse price movements in a security. Leverage is the use of debt to finance an activity or investment. While leverage/hedging may successfully increase rates of return or decrease volatility, it also increases the amount of risk inherent in an investment. Master Limited Partnerships (MLPs) MLPs are publicly traded partnerships that trade mainly on the New York Stock Exchange and/or the NASDAQ, the same as stocks. With a few exceptions, MLPs hold and operate assets related to the transportation and storage of energy (certain MLPs may have commodity risk). Most publicly traded companies are corporations. Corporate earnings are usually taxed twice. The business entity is taxed on any money it makes and then shareholders are taxed on the earnings the company distributes to them. In the 1980s, Congress allowed public trading of certain types of companies as partnerships instead of as corporations. The main advantage a partnership has over a corporation is that partnerships are “pass through” entities for tax purposes. This means that the company does not pay any tax on its earnings. Distributions are still taxed, but this avoids the problem of double taxation that most publicly traded companies face. Congress requires that any company designated as an MLP has to produce 90% of its earnings from “qualified resources” (natural resources and real estate). Most MLPs are involved in energy infrastructure, i.e. things like pipelines. MLPs are required to pay minimum distributions to limited partners. A contract establishes the payments, so distributions are predictable. Otherwise, the shareholders could find the company in breach of contract. In addition to general business risks, MLPs bear the following risks: Risk of Regulation or Change The main advantage of an MLP is its tax-advantaged status under the current Internal Revenue Code. Therefore, changes in the tax code resulting in the loss of its preferential treatment could significantly affect the viability of MLP investments. 22 Private Financial Counseling Brochure 22 Revised October 28, 2025  Interest Rate Risk It is commonly thought that MLPs perform better when interest rates are low, making their yield higher in relation to the safest investments, such as Treasury bills and securities that are guaranteed by the U.S. government. Consequently, MLPs may perform better during periods of declining or relative low interest rates and more poorly during periods of rising or high interest rates. Tax Risk MLPs are pass-through entities, passing earnings through to the limited partners. Investors must be aware that there are potentially significant tax implications of investing in MLPs and they should consult with their tax advisor before investing in these securities. For example, income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, may be allocated unrelated business taxable income from a master limited partnership and this income could be taxable to them. Investing Outside the U.S. Investing outside the United States may involve additional risks of foreign investing. These risks may include currency controls and fluctuating currency values, and different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices. Additional factors may include changing local, regional, and global economic, political, and social conditions. Further, expropriation, changes in tax policy, greater market volatility, different securities market structures, and higher transaction costs can be contributors. Finally, various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends can also lead to additional risk. Investments in developing countries can further heighten the risks described above. A developing country may be in the earlier stages of its industrialization cycle with a low per capita gross domestic product (“GDP”) and a low market capitalization to GDP ratio relative to those in the United States and the European Union. Historically, the markets of developing countries have been more volatile than the markets of developed countries. American Depository Receipts (ADRs) An ADR is a stock that trades in the United States but represents a specified number of shares in a foreign corporation. Investors buy and sell ADRs on American markets just like regular stocks. Banks and brokerage firms issue/sponsor ADRs. ADRs are subject to additional risks of investing in foreign securities, including, but not limited to, less complete financial information available about foreign issuers, less market liquidity, more market volatility, and political instability. In addition, currency exchange-rate fluctuations affect the U.S. dollar-value of foreign holdings. Some ADRs and ordinary shares of foreign securities pay dividends, and many foreign countries impose dividend withholding taxes up to 30%. Depending on a custodian’s ability to reclaim any withheld foreign taxes on dividends, taxable accounts may be able to recoup a portion of these taxes by use of the foreign tax credit. However, tax-exempt accounts, to the extent they pay any foreign withholding taxes, may not be able to utilize the foreign tax credit. Therefore, investors may be unable to recover any foreign taxes withheld on dividends of foreign securities or ADRs. 23 Private Financial Counseling Brochure 23 Revised October 28, 2025  Cash and Cash Equivalents Cash and cash equivalents are the most liquid of investments. Cash and cash equivalents are considered very low-risk investments meaning, there is little risk of losing the principal investment. Typically, low risk also means low return and the interest an investor can earn on this type of investment is low relative to other types of investing vehicles. ITEM 9 - DISCIPLINARY INFORMATION PFC and our personnel seek to maintain the highest level of business professionalism, integrity, and ethics. Neither PFC nor our personnel have any disciplinary information to disclose under this item. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Scherer & Bradford, a Professional Law Corporation A number of individuals from PFC are licensed attorneys and members of the California bar, including Stephen E. Scherer, PFC’s principal owner and President, and Christopher T. Bradford, PFC’s Chief Compliance Officer. Mr. Scherer and Mr. Bradford provide legal services to PFC as active members of PFC’s management team, and through Scherer & Bradford, a professional law corporation located in Century City, CA. As a boutique law firm, Scherer & Bradford does earn fees for providing its services, and Mr. Scherer as owner of Scherer & Bradford, indirectly participate in these fees. Clients pay separate fees for advisory services and legal services. This practice gives Mr. Scherer and Mr. Bradford an incentive to recommend legal services based on the compensation received, rather than on the client’s needs. Clients are not obligated to engage legal services through Mr. Scherer, Mr. Bradford or Scherer & Bradford, if they decide there is a need for such services. Dually Registered Investment Advisor Representatives Some investment advisor representatives of PFC are owners of and dually registered with an unaffiliated SEC Registered Investment Adviser. These individuals have no ownership or control interest in PFC but do have ownership and control interest in the unaffiliated Registered Investment Adviser. In their capacity with the unaffiliated adviser, these individuals provide investment advisory and management services to individual clients of the unaffiliated adviser and also serve as the General Partner to a pooled investment vehicle managed by the adviser. While these individuals apply the same basic investment strategies to their clients of either PFC or the unaffiliated investment adviser, there is a potential conflict of interest in that they may receive higher compensation for managing client assets and the pooled investment vehicle of the unaffiliated investment adviser and therefore be incentivized to prioritize those clients over PFC clients. PFC mitigates this potential conflict through the use of trade aggregation, firm policy requiring the individuals to place trades at each firm at materially the same time, and periodic review of such trading activity. In addition, securities traded are generally highly liquid securities and not limited opportunities. These dually registered financial professionals also have a financial incentive to offer the pooled investment vehicle managed by the unaffiliated investment adviser to PFC clients as they earn related 24 Private Financial Counseling Brochure 24 Revised October 28, 2025  compensation. PFC mitigates this potential conflict by recommending the pooled investment vehicle only to PFC clients capable of bearing these risks, who also meet regulatory eligibility requirements, including minimum net worth and sophistication standards. Additionally, based on the compensation arrangement between these financial professionals and PFC, they will earn no portion of the PFC advisory fee charged on such assets. Clients should carefully review offering documents to understand the terms, risks, and potential conflicts of interest associated with the investment. PFC will disclose all fees the client will pay, including those that will be paid to the PFC investment professionals in their separate capacity with an unaffiliated registered investment adviser, in advance through a limited partnership agreement and disclosure document. In addition, PFC utilizes shared support services, including operational, reporting and compliance tasks, of the unaffiliated registered investment adviser and compensates the entity for providing these services to PFC. See Other Compensation We Receive under Item 5 – Fees and Compensation, for details about the compensation the owner of Scherer & Bradford receives. ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics PFC believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary duty, we place the interests of our clients ahead of the interests of the firm and our personnel. We have adopted a Code of Ethics that emphasizes the high standards of conduct that PFC seeks to observe. PFC personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. PFC’s Code of Ethics attempts to address specific conflicts of interest that either we have identified or that could likely arise. PFC personnel are required to follow clear guidelines from the Code of Ethics in areas such as gifts and entertainment, other business activities, prohibitions of insider trading, and adherence to applicable securities laws. PFC will provide a complete copy of the Code of Ethics to any client or prospective client upon request. Personal Trading Practices Individuals who make securities recommendations to clients, or who have access to nonpublic information regarding any clients’ purchase or sale of securities, are subject to personal trading policies governed by our Code of Ethics. PFC or our personnel may trade in securities for our own accounts. The securities we trade in may be the same securities we recommend to clients, or they may be different securities that we do not feel are appropriate for clients. This includes related securities (e.g., warrants, options, or futures). A conflict of interest could arise when PFC or our personnel trade in the same securities as clients. We may have an incentive to take investment opportunities from clients for our own benefit, favor our 25 Private Financial Counseling Brochure 25 Revised October 28, 2025  personal trades over client transactions when allocating trades, or to use the information about the transactions we intend to make for clients to our personal benefit by trading ahead of clients. Many clients, when undertaking an advisory relationship, already have a pre-established relationship with a broker and they will instruct adviser to execute all transactions through that broker. In the event that a client directs adviser to use a particular broker or dealer, it should be understood that under those circumstances adviser will not have authority to negotiate commissions, obtain volume discounts and best execution may not be achieved. In addition, under these circumstances a disparity in commission charges may exist between the commissions charged to other clients. Our policies to address these conflicts include the following: 1. The client receives the opportunity to act on investment recommendations prior to and in preference to accounts of PFC and our personnel. 2. PFC prohibits trading in a manner that takes personal advantage of our knowledge of client transactions or price movements caused by client transactions. 3. If we wish to purchase or sell the same security as we recommend or take action to purchase or sell for a client, we may trade in a combined order with clients. 4. PFC requires our personnel to report personal securities transactions on a quarterly basis. We have authorization to view our personnel’s trading activity at the custodian or else receive duplicate statements of employees’ brokerage accounts. 5. Conflicts of interest also may arise when PFC personnel have access to Limited Offerings or IPOs, including private placements or public or private offerings of interests in limited partnerships or any thinly traded securities, as a result of their position with PFC. Given the inherent potential for conflict, Limited Offerings and IPOs demand extreme care. PFC’s personnel are prohibited from purchasing or participating in IPOs and are required to obtain pre-approval from our Chief Compliance Officer before trading in Limited Offerings. 6. Because these policies are intended to protect the interests of clients, we may make exceptions where we feel clients would not be harmed. Aggregation with Client Orders While not a common practice, PFC may aggregate orders for clients in the same securities in an effort to seek best execution, negotiate more favorable commission rates, and/or allocate differences in prices, commissions, and other transaction costs equitably among our clients. These are benefits of aggregating orders that we might not obtain if we placed those orders independently. On occasion, PFC may aggregate trades in like securities among client accounts with accounts of PFC and our personnel. This presents a potential conflict of interest as we may have an incentive to allocate more 26 Private Financial Counseling Brochure 26 Revised October 28, 2025  favorable executions to our own accounts or the accounts of our personnel. Our policies for aggregating trades are described under Aggregation and Allocation of Transactions in Item 12. Clients Having an Ownership Interest Certain persons, who are also PFC clients, have a non-controlling or controlling ownership interest in PFC. In the performance of our investment advisory and management services, PFC makes no distinction between clients who have such an ownership interest and any other clients. PFC’s client relationships and services are at all times managed in accordance with the PFC Code of Ethics for the benefit of all clients. Nevertheless, by reason of an ownership interest, a particular client may, as a practical matter, from time to time have the opportunity for access to PFC, our investment professionals and staff to a degree different from that available to other clients. In these circumstances, such a client may be advantaged as to support and administrative services in comparison to clients having no ownership position. Such an advantage, however, is unrelated to the performance of investment advisory and management services by PFC for all our clients. ITEM 12 - BROKERAGE PRACTICES The Custodian and Brokers We Use Clients open one or more accounts in their own name at an independent qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution). PFC recommends that clients use Charles Schwab & Co., Inc. (“Schwab”), registered broker-dealer, members SIPC, as the qualified custodian. We are independently owned and operated, and unaffiliated with Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when we instruct them to. By recommending that clients use the Custodian, PFC believes we may be able to more effectively manage the client’s portfolio, achieve favorable execution of client transactions, and overall lower the costs to the portfolio. Not all investment advisers require their clients to trade through specific brokerage firms. Occasionally, PFC may place trades for client accounts held at the Custodian with a different broker-dealer (see Client Brokerage and Custody Costs, below). How We Select Brokers/Custodians We seek to recommend a custodian/broker who will hold client assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: 1. Combination of transaction execution services and asset custody services (generally without a separate fee for custody) 2. Capability to execute, clear, and settle trades (buy and sell securities for client accounts) 3. Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) 4. Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds, etc.) 27 Private Financial Counseling Brochure 27 Revised October 28, 2025  5. Availability of investment research and tools that assist us in making investment decisions 6. Quality of services 7. Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices 8. Reputation, financial strength, and stability 9. Prior service to PFC and our other clients 10. Availability of other products and services that benefit us, as discussed below (see Products and Services Available to Us From Schwab) Client Brokerage and Custody Costs 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. Schwab’s commission rates applicable to our client accounts were negotiated based on the condition that our clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. This commitment benefits you because the overall commission rates you pay are lower than they would be otherwise. 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 relevant factors, including those listed above, see How We Select Brokers/Custodians. Products and Services Available to Us from Custodians Schwab Advisor Services™ (formerly called Schwab Institutional®) is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to its institutional brokerage— 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 us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we don’t have to request them) and at no charge to us as long as our clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. If our clients collectively have less than $10 million in assets at Schwab, Schwab may charge us quarterly service fees of $1,200. Following is a more detailed description of Schwab’s support services: Services That Benefit Our Clients 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 28 Private Financial Counseling Brochure 28 Revised October 28, 2025  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 our clients and their accounts. Services That May Not Directly Benefit Our Clients Schwab also makes available to us other products and services that benefit us but may not directly benefit our clients or their accounts. 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: 1. Provide access to client account data (such as duplicate trade confirmations and account statements) 2. Facilitate trade execution and allocate aggregated trade orders for multiple client accounts 3. Provide pricing and other market data 4. Facilitate payment of our fees from our clients’ accounts 5. 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: 1. Educational conferences and events 2. Consulting on technology, compliance, legal, and business needs 3. Publications and conferences on practice management and business succession 4. 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 has also discounted or waived its fees for some of these services, reimbursed PFC for the cost of the conference or related expenses or pay all or a part of a third party’s fees as a means of reimbursement for PFC having covered the cost of a conference itself. Schwab may also provide us with other benefits, such as occasional business entertainment of our personnel. Our Interest in Schwab’s Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab’s services so long as our clients collectively keep a total of at least $10 million of their assets in accounts at Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions. The $10 million minimum may give us an incentive to recommend that clients maintain accounts with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on our clients’ interest in receiving the best value in custody services and the most favorable execution of their 29 Private Financial Counseling Brochure 29 Revised October 28, 2025  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. PFC primarily supports our selection of Schwab by the scope, quality, and price of Schwab’s services (see How We Select Brokers/Custodians, above) and not Schwab’s services that benefit only us. As of the date of this brochure we have $262,457,567 in client assets under management, and we do not believe that requiring our clients to collectively maintain at least $10 million of those assets at Schwab in order to avoid paying Schwab quarterly service fees presents a material conflict of interest. Aggregation and Allocation of Transactions PFC places trades on our client’s behalf in the following ways: 1. Block trades - PFC may use block trades for buying securities in many accounts or selling securities over many accounts holding that particular security. In this way, all clients participating in the block trade get the same execution price and, in some instances, more favorable pricing due to larger orders sometimes taking precedence over smaller orders on the exchanges. Block trades are allocated by either percentage allocation per account or by round-lot allocation per account that approximates the percentage allocation method. In cases where we are trading the same security for clients held at multiple custodians, we will implement a trading rotation or other reasonable process in an effort to equitably allocate trades among clients and not favor any group of clients. Clients at one custodian may get different prices than clients at another custodian. Example: Percentage Allocation – Buy of 10,000 shares of ABC stock @ $20.00/share Each account receives allocation of 2% weighting of portfolio value. If portfolio value equals $100,000, account would receive $2,000 of ABC stock or 100 shares. Round-lot allocation – Buy of 10,000 shares of ABC stock @ $20.00/share Each account receives allocation of 2% weighting of portfolio value. If portfolio value equals $80,000, account would be entitled to $1,600 of ABC stock or 80 shares. PFC would typically round up purchase to round lot of 100 shares in this instance. In many cases, PFC allocates varying percentages to different accounts based on a number of factors including client preferences, account risk parameters (larger percentage allocations given to more aggressive accounts), current portfolio allocation and make-up, previously purchased shares in the same security, and risk characteristics of the underlying security. Block trades that are partially executed or not completely filled are allocated by the same method as explained above on a pro-rated basis. Some accounts may be excluded on partial fills if the 30 Private Financial Counseling Brochure 30 Revised October 28, 2025  amount of the purchase transaction would result in too small a holding and pose liquidity problems on future selling of that security. Accounts are chosen to participate in particular security transactions based upon the best judgment of the trading team, account risk profiles, client preferences and parameters, current portfolio make-up, previously owned shares in the same security, and risk characteristics of the underlying security. Accounts participating in the block transaction will pay their individual transaction costs for the trade. 2. Individual Trades per Account Level – In customized portfolios, PFC will often place trades on an individual account level basis rather than by block trading. We believe that to truly provide a customized approach to each client, every account should be evaluated, monitored, analyzed and structured one-by-one. While this may take more time and more man-hours to accomplish, it is what PFC believes in and promises to each client. The following are additional reasons why we may trade accounts individually or in addition to block trading means: a. Client preferences and restrictions (e.g., no tobacco stocks) b. Client risk guidelines and parameters c. Client tax situations d. Varying size of accounts e. Low cost-basis holdings f. Concentrated stock positions g. Large cash weightings at time of acceptance of account h. Dollar-cost averaging in or out of market i. Multiple client accounts with different objectives j. Covered stock positions 3. Investment Advisor Representatives of PFC who are also registered with an unaffiliated Registered Investment Adviser owe a fiduciary duty to all of their clients and are responsible for equitable trading practices across their clients of both Firms. To mitigate the risk that one group of clients receives preferential trading, PFC monitors the trading of these Investment Advisor Representatives across each Firm to confirm that neither population of their clients receives materially different trade execution than the other. ITEM 13 - REVIEW OF ACCOUNTS Account Reviews Our review of investment advisory accounts covers two aspects: First, is the monitoring of the account transactions to be sure they are executed promptly and correctly. Upon acceptance of a new client, we verify that all cash and securities are transferred to, or currently reside with, the brokerage account or money market fund assigned to that client. 31 Private Financial Counseling Brochure 31 Revised October 28, 2025  Thereafter, each transaction made to that account is closely monitored to make sure the brokerage house has carried out the transaction as requested. Upon receipt of the monthly statement from the broker or money market fund, the statement is reconciled with our in-house records for each account to make sure that the correct account balance is reflected on the brokerage house and money market-fund statement. The second aspect of monitoring is the securities held in a client portfolio. We monitor the price and volume movements of each security daily as a routine matter. When sales are contemplated, some securities are monitored intra-day. We routinely monitor company fundamentals through a review of company reports and fundamental services such as Value Line. This monitoring is done by the portfolio manager. We typically offer to meet with clients on an annual basis to review the client’s portfolio and to review the client’s financial plan and overall strategy, as applicable. Account Reporting Each client receives a written statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. Access to account information is also available to clients 24 hours a day through Schwab’s web site. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION Custodian Support Products and Services We receive an economic benefit from our Custodians in the form of the support products and services they make available to us and other independent investment advisors. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). We do not base particular investment advice, such as buying particular securities for our clients, on the availability of these products and services to us. ITEM 15 - CUSTODY PFC has limited custody of some of our clients’ funds or securities when the clients authorize us to deduct our management fees directly from the client’s account. PFC is also deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect client assets in such situations, which we follow. Mr. Scherer, PFC’s principal owner and President, in his capacity as an attorney with Scherer & Bradford, a related person of PFC, serves as a trustee or co-trustee of a PFC client(s), which would result in PFC having custody. However, in some instances and consistent with Footnote 139 of the Adopting Release of Rule 206(4)-2, the "custody rule" under the Investment Advisers Act of 1940, PFC has taken the position 32 Private Financial Counseling Brochure 32 Revised October 28, 2025  that the role of the supervised person as trustee will not be imputed to PFC given that Mr. Scherer has been appointed as trustee as a result of a family or personal relationship with the grantor or beneficiary and not as a result of employment with the adviser. A similar analysis would apply where Mr. Scherer serves as the executor to an estate as a result of a family or personal relationship with the deceased. PFC is also deemed to have custody over client assets when a Related Person acts as general partner of a pooled investment vehicle in which PFC client assets are invested. Should this situation arise, PFC will follow the SEC’s rules and guidance regarding custody of these assets. An independent qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution) holds clients’ funds and securities – PFC does not act as custodian for any client. Clients will receive statements directly from their qualified custodian at least quarterly. The statements will reflect the client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of PFC’s fee. Clients should carefully review the account statements they receive from their qualified custodian. If a client has any questions about their statements, they should contact PFC at the address or phone number on the cover of this brochure. ITEM 16 - INVESTMENT DISCRETION PFC has full discretion to decide the specific security to trade, the quantity, and the timing of transactions for client accounts. PFC will not contact clients before placing trades in their account, but clients will receive confirmations directly from the broker for any trades placed. Clients grant us discretionary authority in the contracts they sign with us. Clients also give us trading authority over their accounts when they sign the custodian paperwork. However, certain client-imposed conditions may limit PFC’s discretionary authority, such as where the client prohibits transactions in specific security types or directs PFC to execute trades with certain brokers. See also Tailored Services and Client Imposed Restrictions under Item 4, above. ITEM 17 - VOTING CLIENT SECURITIES Proxy Voting PFC generally votes proxies for securities in managed accounts unless that authority is retained by the client. In cases where PFC is responsible for voting proxies on securities held in a client’s account, PFC has adopted policies and procedures in an effort to ensure that all votes are cast in the best interests of our clients and that the proper documentation is maintained relating to how the proxies were voted. Our policies and procedures are summarized as follows: • Our guiding principle is to vote shares in the best interest of clients/beneficiaries and the value of the investment. • PFC’s policy is generally to vote all proxies from a specific issuer the same way for each client absent reasonable restrictions from a client. PFC will consider the impact on shareholder value and the issuer's business practices when making voting decisions. 33 Private Financial Counseling Brochure 33 Revised October 28, 2025  • PFC will generally vote in favor of routine proposals that may include but are not limited to the selection of auditors and election of directors, absent conflicts of interests that are not adequately addressed. • PFC will generally vote against poison proposals (staggered boards, special voting shares, etc.) and other techniques that concentrate power or may cause management or board entrenchment. • PFC maintains written policies and procedures, records of proxy votes and information regarding the manner in which a client’s proxies were voted is available to the client upon request. Clients may make their request by telephone by calling (310) 556-2055. Class Actions Class action solicitations for securities currently and/or previously held in client accounts are sent directly to the client. Participation in securities class action filings is not a customary part of PFC’s advisory service to clients. Because each class action involves certain legal rights that must be considered by the owner/beneficiary of the security before becoming a member of the class, PFC cannot instruct, or give advice to our clients on whether or not to participate as a member of the class and will not automatically file claims on the client’s behalf. However, if a client notifies PFC that they wish to participate in a class action, PFC will provide the client with any transaction information pertaining to the client’s account with PFC that may be needed in order for the client to file a proof of claim in a class action. ITEM 18 - FINANCIAL INFORMATION Registered investment advisers are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition. PFC does not require the prepayment of more than $1,200 in fees per client, six months or more in advance, and does not foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. 34 Private Financial Counseling Brochure 34 Revised October 28, 2025