Private Counsel Group Ltd

ITEM 5 - FEES AND COMPENSATION

INVESTMENT MANAGEMENT FEES AND COMPENSATION
Our Firm charges a fee as compensation for providing investment management services to your account.
These services include advisory services, trade execution, investment supervision, and other account-
maintenance activities: our custodian charges transaction costs, custodial fees, redemption fees,
administrative fees, or commissions. See Additional Fees and Expenses below for additional details.

The fees for investment management are based on an annual percentage of assets under management.
They are applied to the household asset value pro-rata and billed monthly in arrears. The initial fee will be
based on the portfolio's market value on the last business day of the partial month, prorated for the number
of days in the month that your account is under management. Thereafter, the monthly fee will be calculated
on the last day of the calendar month. The value will be determined as reported by the Custodian. Fees are
assessed on all assets under management, including securities, cash, and money market balances. Margin
account balances are not included in the fee billing.

Our maximum investment advisory fees as a percentage of assets under management are 1.00% or an
hourly fee of between $250 and $500 billed in arrears. The specific advisory fees and arrangement of fees
are outlined in your Investment Advisory Agreement.

We may negotiate a lower advisory fee or have the right to waive the minimum fee. Fees may vary based
on the account size, the portfolio's complexity, the extent of activity in the account, or other reasons agreed
upon by PCG and you, as the Client. In certain circumstances, our fees and the timing of the fee payments
may be negotiated.

Unless otherwise instructed by the Client, we will aggregate related client accounts to determine the
account size and annualized fee. The common practice is often referred to as “householding” portfolios for
fee purposes and may result in lower fees than if fees were calculated on portfolios separately. Our method
of householding accounts for fee purposes looks at the family dynamic and relationship. When applicable
and noted in the Investment Management Agreement, concentrated stock positions will also be excluded
from the fee calculation.

The independent qualified Custodian holding your funds and securities will debit your account directly for
the advisory fee and pay that fee to us. You will provide written authorization permitting the fees to be paid
directly from your account held by the qualified Custodian. At our discretion, you may pay the advisory fees
directly to our Firm by check. Further, the qualified Custodian agrees to deliver an account statement to
you monthly, indicating all the amounts deducted from the account, including our advisory fees. Our Firm

                                                                          FORM ADV 2A BROCHURE |FEBRUARY 2026
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will send you an invoice monthly, itemizing the fee, the formula used to calculate the fee, the amount of
assets under management on which the fee is based, and the period covered by the fee.

Either PCG or you may terminate the Investment Advisory Agreement immediately upon written notice to
the other party. The management fee will be pro-rated to the date of termination for the month the
cancellation notice was given, and the earned fee will be billed to your account as indicated in your
Agreement. Upon termination, you are responsible for monitoring the securities in your account, and we
will have no further obligation to act or advise concerning those assets. In the event of the Client's death or
disability, our Firm will continue managing the account until we are notified of the Client's death or disability
and given alternative instructions by an authorized party.

FINANCIAL PLANNING FEES
We will negotiate the planning fees with you. Fees may vary based on the extent and complexity of your
individual or family circumstances and the amount of your assets under our management. Our fee will be
agreed upon in advance of services being performed. The fee will be determined based on factors including
the complexity of your financial situation, agreed-upon deliverables, and whether or not you intend to
implement any recommendations through PCG. Hourly fees for financial plans range from $250 to $500.
Your planning agreement with PCG specifies the fixed fee for your financial plan.

Typically, we complete a plan within a month and present it to you within 90 days of the contract date if
you have provided us with all the information needed to prepare the financial plan. Fees are billed and
payable when the financial plan is delivered to you. You may terminate the financial planning agreement
by providing us with written notice. Upon termination, fees will be prorated to the date of termination, and
any earned portion of the fee will be billed to you based on an hourly rate of $250.00. We will not require
prepayment of more than $1200 in fees per Client, six (6) or more months in advance of providing any
services.

Our fees are not based on, or related to, your funds or investments' performance.

CONSULTING
We provide consulting services for clients who need advice on a limited scope of work. We will negotiate
consulting fees with you. Fees range from $250 to $500 an hour for Consulting Services and may vary based
on the extent and complexity of the consulting project. Fees will be billed as services are rendered. Either
party may terminate the Agreement.

EMPLOYER-SPONSORED RETIREMENT PLAN SERVICES
For Retirement Plan Advisory Services compensation, we charge an annual fee as negotiated with the Client
and disclosed in the Employer-Sponsored Retirement Plans Investment Advisory Agreement. The
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ITEM 7 - TYPES OF CLIENTS
We provide investment advice to individuals, high net-worth individuals, employer-sponsored retirement
plans, trusts, and estates. We have no minimum initial account value.