PRIVATE WEALTH CONSULTING, LLC

D I S C L O S U R E B R O C H U R E Item 1 Cover Page F O R M A D V P A R T 2 A Private Wealth Consulting, LLC Office Address: th Pl 8501 NE 89 Kansas City, MO 64157 Tel: (816) 888-9888 Email: Don@privatewealthconsultingllc.com April 8, 2026 This brochure provides information about the qualifications and business practices of Private Wealth Consulting, LLC. Being registered as an investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at (816) 888-9888. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by ADDITIONAL INFORMATION ABOUT PRIVATE WEALTH CONSULTING, LLC (CRD any state securities authority. #336590) IS AVAILABLE ON THE SEC’S WEBSITE AT WWW.ADVISERINFO.SEC.GOV i  Item 2: Material Changes Annual Update Material Changes since the Last Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. • Since the last filing on November 20, 2025, the following material changes have been made: Full Brochure Available Item 4 has been updated with the firm’s most recent assets under management calculation. This Firm Brochure being delivered is the complete brochure for the Firm. ii  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 2: Material Changes .................................................................................................................... ii Annual Update ................................................................................................................................................................... ii Material Changes since the Last Update.................................................................................................................. ii Item 3: Table of Contents ................................................................................................................... iii Full Brochure Available .................................................................................................................................................. ii Item 4: Advisory Business .................................................................................................................. 5 Firm Description ............................................................................................................................................................... 5 Types of Advisory Services ........................................................................................................................................... 5 Client Tailored Services and Client Imposed Restrictions ............................................................................... 6 Wrap Fee Programs ......................................................................................................................................................... 6 Item 5: Fees and Compensation ....................................................................................................... 6 Client Assets Under Management .............................................................................................................................. 6 Method of Compensation and Fee Schedule .......................................................................................................... 6 Client Payment of Fees ................................................................................................................................................... 8 Additional Client Fees Charged ................................................................................................................................... 8 Prepayment of Client Fees ............................................................................................................................................ 8 Item 6: Performance-Based Fees and Side-by-Side Management ........................................ 8 External Compensation for the Sale of Securities to Clients ........................................................................... 8 Item 7: Types of Clients ....................................................................................................................... 8 Sharing of Capital Gains ................................................................................................................................................. 8 Description .......................................................................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................ 9 Account Minimums .......................................................................................................................................................... 9 Methods of Analysis ......................................................................................................................................................... 9 Investment Strategy ........................................................................................................................................................ 9 Item 9: Disciplinary Information ................................................................................................... 12 Security Specific Material Risks .................................................................................................................................. 9 Criminal or Civil Actions ............................................................................................................................................. 12 Administrative Enforcement Proceedings .......................................................................................................... 12 Self- Regulatory Organization Enforcement Proceedings ............................................................................ 12 iii  Item 10: Other Financial Industry Activities and Affiliations ............................................. 12 Broker-Dealer or Representative Registration ................................................................................................. 12 Futures or Commodity Registration ...................................................................................................................... 12 Material Relationships Maintained by this Advisory Business and Conflicts of Interest ................ 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Recommendations or Selections of Other Investment Advisors and Conflicts of Interest ............. 12 Trading ................................................................................................................................................... 13 Code of Ethics Description ......................................................................................................................................... 13 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest. 13 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest 13 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Item 12: Brokerage Practices ......................................................................................................... 14 Transactions and Conflicts of Interest .................................................................................................................. 14 Factors Used to Select Broker-Dealers for Client Transactions ................................................................. 14 Item 13: Review of Accounts ........................................................................................................... 15 Aggregating Securities Transactions for Client Accounts ............................................................................. 15 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ............................................................................................................................................................................. 15 Review of Client Accounts on Non-Periodic Basis ........................................................................................... 15 Item 14: Client Referrals and Other Compensation ................................................................ 16 Content of Client Provided Reports and Frequency ........................................................................................ 15 Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest ............................................................................................................................................................................... 16 Item 15: Custody .................................................................................................................................. 16 Advisory Firm Payments for Client Referrals .................................................................................................... 16 Item 16: Investment Discretion ..................................................................................................... 16 Account Statements ...................................................................................................................................................... 16 Item 17: Voting Client Securities ................................................................................................... 16 Discretionary Authority for Trading...................................................................................................................... 16 Item 18: Financial Information ...................................................................................................... 17 Proxy Votes ...................................................................................................................................................................... 16 Balance Sheet .................................................................................................................................................................. 17 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients ............................................................................................................................................................................ 17 Bankruptcy Petitions during the Past Ten Years .............................................................................................. 17 iv  Item 4: Advisory Business Firm Description Types of Advisory Services Private Wealth Consulting, LLC (“PWC”) was founded and began offering advisory services in 2025. Donald Hubbs, Amy McLandress, Chris Nelson and Harrison Hubbs are equal owners. Harrison Hubbs is the Chief Compliance Officer. ASSET MANAGEMENT PWC offers discretionary asset management services to advisory Clients. PWC will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize PWC discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. When deemed appropriate for the Client, PWC may hire Sub-Advisors to manage all or a portion of the assets in the Client account. PWC has full discretion to hire and fire Sub- Advisors as we deem suitable. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and PWC. Sub-Advisors execute trades on behalf of PWC in Client accounts. PWC will be responsible for the overall direct relationship with the Client. PWC retains the authority to terminate the Sub-Advisor relationship at PWC’s discretion. FINANCIAL PLANNING AND CONSULTING Full Financial Plan PWC offers the following financial planning and consulting services as outlined below: Financial planning services include a complete evaluation of an investor's current and future financial state and will be provided by using currently known variables to predict future cash flows, asset values and withdrawal plans. PWC will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans. Financial goals Typical topics reviewed in a financial plan may include but are not limited to: • Personal net worth statement : Based on an individual's or a family's clearly defined financial goals, including funding a college education for the children, buying a larger home, starting a business, retiring on time or leaving a legacy. Financial goals should be quantified and set to milestones for tracking. : A snapshot of assets and liabilities serves as a • Cash flow analysis benchmark for measuring progress towards financial goals. : An income and spending plan determines how much can be set • Retirement strategy aside for debt repayment, savings and investing each month. • Comprehensive risk management plan : A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution. • : Identify all risk exposures and provide the necessary coverage to protect the family and its assets against financial loss. The risk management plan includes a full review of life and disability insurance, - 5 -  Long-term investment plan personal liability coverage, property and casualty coverage, and catastrophic coverage. • for selecting, buying and selling Tax reduction strategy : Include a customized asset allocation strategy based on specific investment objectives and a risk profile. This investment plan sets investments and establishing guidelines benchmarks for performance review. • Estate preservation : Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax- favored investment vehicles that can reduce taxation of investment income. • Consultation Services : Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births. This service is appropriate for clients who need assistance with individual topics. This is not a detailed financial review and will not provide/result in a complete financial plan. Client may select individual topics above, or other topics as may be deemed appropriate. The individual topics that will be included in this service will be outlined and agreed upon on the financial planning and consulting agreement. Client Tailored Services and Client Imposed Restrictions If a conflict of interest exists between the interests of PWC and the interests of the Client, the Client is under no obligation to act upon PWC’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through PWC. Financial plans will be completed and delivered inside of 30 days contingent upon timely delivery of all required documentation. The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Wrap Fee Programs Agreements may not be assigned without written Client consent. Client Assets Under Management PWC does not sponsor any wrap fee programs. PWC has the following Client assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ $0 04/08/2026 259,339,738 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT PWC offers discretionary direct asset management services to advisory Clients. PWC charges an annual investment advisory fee based on the total assets under management as follows: Assets Under Management First $2,000,000 ($0-$2,000,000) Annual Fee 1.50% Quarterly Fee 0.375% - 6 -  Your next $3,000,000 ($2,000,000.01 - $5,000,000) Your next $5,000,000($5,000,000.01 - $10,000,000) Subsequent amounts ($10,000,000.01+) 1.00% 0.80% 0.75% 0.25% 0.2% 0.375% This is a tiered/blended fee schedule, the asset management fee is calculated by applying different rates to different portions of the portfolio. PWC may group certain related Client accounts for the purposes of achieving the minimum account size and determining the For example (based on quarterly billing period) annualized fee. : Client with $2,500,000 under management would pay $11,250 on a quarterly basis. Quarterly fee x 0.375% = x 0.25% = AUM First $2,000,000 Next $1,500,000 Grand total for the quarter Total $7,500.00 $3,750.00 $11,250.00 The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). PWC considers cash to be an asset class, and as such is included in fee calculations. Also, to be noted, at times fees will exceed the money market yield. Fees are billed quarterly in advance based on the amount of assets managed as of the close of business on the last business day of the previous quarter. PWC may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios by executing a Sub-Advisor agreement with other registered investment advisor firms. When using Sub-Advisors, the Client will pay additional fees. The Sub-Advisors fees are exclusive of the total fee disclosed by PWC. Sub-Advisor directly deducts their portion of the fee separately from PWC. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by PWC with thirty (30) days written notice to Client and by the Client at any time with written notice to PWC. No fee adjustment will be made for account deposits and/or withdrawals during a billing period. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. Additionally, all unearned fees will be refunded to the Client. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. FINANCIAL PLANNING AND CONSULTING PWC charges fixed fee of $500 - $2,000 based on complexity and unique Client needs for financial planning. Prior to the planning process the Client will be provided an estimated plan fee. Fees for financial plans are due upon delivery of the completed plan. Services are completed and delivered inside of 30 days contingent upon timely delivery of all required documentation. Client may cancel within at any time during the planning period with no obligation and without penalty. If cancelled prior to delivery of the - 7 -  Client Payment of Fees completed plan, no plan documents or recommendations will be delivered. PWC reserves the right to waive the fee should the Client implement the plan through PWC. • Fees for asset management services are: Deducted from a designated Client account. The Client must consent in advance to direct debiting of their investment account. • Fees for financial plans will be billed: • Check – to be remitted by Client to PWC. Additional Client Fees Charged Electronic Payment via ACH, Debit Card, or Credit Card (fees will be paid via a third party payment processor in which the client will securely input payment information and pay the advisory fee through a secure portal. PWC will not have continuous access to the Client’s banking information.) Prepayment of Client Fees Custodians may charge transaction fees and other related costs on the purchases or sales of mutual funds, equities, bonds, options and exchange-traded funds. Mutual funds, money market funds and exchange-traded funds also charge internal management fees, which are disclosed in the fund’s prospectus. PWC does not receive any compensation from these fees. All of these fees are in addition to the management fee you pay to PWC. For more details on the brokerage practices, see Item 12 of this brochure. PWC does not require any prepayment of fees of more than $1,200 per Client and six months or more in advance. Investment management fees are billed quarterly in advance. External Compensation for the Sale of Securities to Clients If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to PWC. PWC does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of PWC. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. PWC does not use a performance-based fee structure because of the conflict of interest. Performance based compensation may create an incentive for PWC to recommend an investment that may carry a higher degree of risk to the Client. Item 7: Types of Clients Description PWC generally provides investment advice to individuals, high net worth individuals, trusts, estates, or charitable organizations, corporations or business entities. Client relationships vary in scope and length of service. - 8 -  Account Minimums PWC does not require a minimum to open or maintain an account. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Security analysis methods may include fundamental analysis, technical analysis, charting, and cyclical analysis. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Investment Strategy Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to PWC. Each Client executes a Client profile form or similar form that documents their objectives and their desired investment strategy. Security Specific Material Risks Other strategies may include long-term purchases, short-term purchases, trading, and option writing (including covered options, uncovered options or spreading strategies). All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment • Market Risk risks and should discuss these risks with PWC: : The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors - 9 -  • should have a long-term perspective and be able to tolerate potentially sharp declines Interest-rate Risk in market value. • : Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less Inflation Risk attractive, causing their market values to decline. : When any type of inflation is present, a dollar today will buy more than a • Currency Risk dollar next year, because purchasing power is eroding at the rate of inflation. : Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as • Reinvestment Risk exchange rate risk. • Liquidity Risk : This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Management Risk: : Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Equity Risk: The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. • Fixed Income Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid- cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal Investment Companies Risk: interest rate is the sum of a real interest rate and an expected inflation rate. When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s - 10 -  • Cash and Cash Equivalents Risk: officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which client invests. • Long-term purchases Cash and cash equivalents consist of investments like money market funds, certificates of deposit (CDs), Treasury bills, and short-term government bonds. They are generally considered low-risk compared to other asset classes. While they offer safety, liquidity, and stability, they come with certain risks, such as inflation, interest rate fluctuations, and opportunity costs. • Short-term purchases : Long-term investments are those vehicles purchased with the intention of being held for more than one year. Typically the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. : Short-term investments are typically held for one year or less. Generally there is not a high expectation for a return or an increase in value. Typically, short-term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles may be subject to purchasing power risk — the risk that your investment’s return will not keep up with • Trading risk inflation. : Investing involves risk, including possible loss of principal. There is no • Options Trading assurance that the investment objective of any fund or investment will be achieved. • Trading on Margin: : The risks involved with trading options are that they are very time sensitive investments. An options contract is generally a few months. Clients should be aware that the use of options involves additional risks. The risks of covered call writing include the potential for the market to rise sharply. In such case, the security may be called away and the account will no longer hold the security. When purchasing options there is the risk that the entire premium paid for the option can be lost if the option is not exercised or otherwise sold prior to the option’s expiration date. When selling (“writing”) options, the risk of loss can be much greater if the options are written uncovered (“naked”). The risk of loss can far exceed the amount of the premium received for an uncovered option and in the case of an uncovered call option the potential loss is unlimited. In a cash account, the risk is limited to the amount of money that has been invested. In a margin account, risk includes the amount of money invested plus the amount that has been loaned. As market conditions fluctuate, the value of marginable securities will also fluctuate, causing a change in the overall account balance and debt ratio. As a result, if the value of the securities held in a margin account depreciates, the client will be required to deposit additional cash or make full payment of the margin loan to bring account back up to maintenance levels. Clients who cannot comply with such a margin call may be sold out or bought in by the brokerage firm. • The risks associated with utilizing Sub-Advisors include: o Manager Risk Sub-Advisor fails to execute the stated investment strategy - 11 -  • o Business Risk Sub-Advisor has financial or regulatory problems The specific risks associated with the portfolios of the Sub-Advisor’s which is disclosed in the Sub-Advisor’s Form ADV Part 2. Item 9: Disciplinary Information Criminal or Civil Actions Administrative Enforcement Proceedings PWC and its management have not been involved in any criminal or civil action. Self- Regulatory Organization Enforcement Proceedings PWC and its management have not been involved in administrative enforcement proceedings. PWC and its management have not been involved in any self-regulatory organizational enforcement proceedings that are material to a Client’s or prospective Client’s evaluation of PWC or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration Futures or Commodity Registration PWC is not registered as a broker-dealer and no affiliated representatives of PWC are registered representatives of a broker-dealer. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Neither PWC nor its affiliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Recommendations or Selections of Other Investment Advisors and Conflicts of Interest There are no material relationships to disclose. PWC may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and PWC. Sub-Advisors execute all trades on behalf of PWC in Client accounts. PWC will be responsible for the overall direct relationship with the Client. PWC retains the authority to terminate the Sub-Advisor relationship at PWC’s discretion. In addition to the authority granted to PWC, Clients will grant PWC full discretionary authority and authorizes PWC to select and appoint one or more independent investment advisors (“Advisors”) to provide investment advisory services to Client without prior consultation with or the prior consent of Client. Such Advisors shall have all of the same authority relating to the management of Client’s investment accounts as is granted to PWC in the Agreement. In addition, at PWC’s discretion, PWC may grant such Advisors full authority to further delegate such discretionary investment authority to additional Advisors. PWC ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. This practice represents a conflict of interest as PWC may select Sub-Advisors who charge a lower fee for their services than other Sub-Advisors. This conflict is mitigated by - 12 -  disclosures, procedures, and by the fact that PWC has a fiduciary duty to place the best interest of the Client first and will adhere to their code of ethics. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description include employees and/or The affiliated persons (affiliated persons independent contractors) of PWC have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of PWC affiliated persons and addresses conflicts that may arise. The Code defines acceptable behavior for affiliated persons of PWC. The Code reflects PWC and its supervised persons’ responsibility to act in the best interest of their Client. One area which the Code addresses is when affiliated persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any affiliated persons to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. PWC’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other affiliated person, officer or director of PWC may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. PWC’s Code is based on the guiding principle that the interests of the Client are our top priority. PWC’s officers, directors, advisors, and other affiliated persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either affiliated persons or the company. The Code applies to “access” persons. “Access” persons are affiliated persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public. PWC will provide a copy of the Code of Ethics to any Client or prospective Client upon Investment Recommendations Involving a Material Financial Interest and Conflict of request. Interest PWC and its affiliated persons do not recommend to Clients securities in which we have a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest PWC and its affiliated persons may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as trading ahead of Client transactions, affiliated persons are required to disclose all reportable securities transactions as well as provide PWC with copies of their brokerage statements. - 13 -  The Chief Compliance Officer of PWC is Harrison Hubbs. He reviews all trades of the affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that Clients of the firm receive preferential treatment over associated persons’ transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest PWC does not have a material financial interest in any securities being recommended. However, affiliated persons may buy or sell securities at the same time they buy or sell securities for Clients. In order to mitigate conflicts of interest such as front running, affiliated persons are required to disclose all reportable securities transactions as well as provide PWC with copies of their brokerage statements. The Chief Compliance Officer of PWC is Harrison Hubbs. He reviews all trades of the affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that Clients of the firm receive preferential treatment over associated persons’ transactions. Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions PWC will recommend the use of a particular broker-dealer based on their duty to seek best execution for the client, meaning they have an obligation to obtain the most favorable terms for a client under the circumstances. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. PWC will select appropriate brokers based on a number of factors including but not limited to their relatively low transaction fees and reporting ability. PWC relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by PWC. PWC does not receive any portion of the trading fees. • Research and Other Soft Dollar Benefits PWC will require the use of Charles Schwab & Co., Inc. The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by PWC from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. Although PWC has no formal soft dollar arrangements, PWC may receive products, research and/or other services from custodians or broker-dealers connected to client transactions or “soft dollar benefits”. As permitted by Section 28(e) of the Securities Exchange Act of 1934, PWC receives economic benefits as a result of commissions generated from securities transactions by the custodian or broker-dealer from the accounts of PWC. PWC cannot ensure that a particular client will benefit from soft dollars or the client’s transactions paid for the soft dollar benefits. PWC does not seek to proportionately allocate benefits to client accounts to any soft dollar benefits generated by the accounts. - 14 -  • Brokerage for Client Referrals A conflict of interest exists when PWC receives soft dollars which could result in higher commissions charged to Clients. This conflict is mitigated by the fact that PWC has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients. • Directed Brokerage PWC does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party. Aggregating Securities Transactions for Client Accounts PWC does not allow directed brokerage accounts. Not all advisors require their clients to direct brokerage. PWC is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of PWC. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. If aggregation is not allowed or infeasible and individual transactions occur (e.g., withdrawal or liquidation requests, odd-lot trades, etc.) an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed quarterly by the Chief Compliance Officer of PWC, Harrison Hubbs. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target allocations of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Review of Client Accounts on Non-Periodic Basis Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, PWC suggests updating at least annually. Content of Client Provided Reports and Frequency Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by PWC’s custodian. Client receives confirmations of each transaction in account from custodian and an additional statement during any month in which a transaction occurs. Performance reports will be provided by PWC at least annually to Clients with assets under management - 15 -  Item 14: Client Referrals and Other Compensation Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Advisory Firm Payments for Client Referrals PWC receives additional economic benefits from external sources as described above in Item 12. PWC does not compensate for Client referrals. Item 15: Custody Account Statements All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to carefully compare the account statements received directly from their custodians to any documentation or reports prepared by PWC. PWC is deemed to have limited custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of PWC. Item 16: Investment Discretion Discretionary Authority for Trading PWC requires discretionary authority to manage securities accounts on behalf of Clients. PWC has the authority to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. Client will authorize PWC discretionary authority as stated within the Investment Advisory Agreement. PWC allows Clients to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. These restrictions must be provided to PWC in writing. The Client approves the custodian to be used. PWC does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17: Voting Client Securities Proxy Votes PWC does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, PWC will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. If the Client requires assistance or has questions, they can reach out to the investment advisor representatives of the firm at the contact information on the cover page of this document. - 16 -  Item 18: Financial Information Balance Sheet A balance sheet is not required to be provided to Clients because PWC does not serve as a custodian for Client funds or securities and PWC does not require prepayment of fees of more than $1,200 per Client and six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Bankruptcy Petitions during the Past Ten Years PWC has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients. PWC has not had any bankruptcy petitions in the last ten years. - 17 -