Description of Firm PCG Asset Management, LLC is a privately-held New Jersey limited liability company that has been providing investment advisory services since 2008. The company also does business as Private Client Group Asset Management. Throughout this disclosure brochure, the company is referred to as "PCG". The principal owner of PCG is David W. Johnson.
As used in this brochure, the words "we," "our," and "us" refer to Private Client Group Asset Management and the words "you," "your," and "client" refer to you as a client or prospective client of our firm. Also, you may see the term Associated Person in this brochure. Our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm.
Assets Under Management As of December 31, 2021, we manage approximately $119,846,536 in client assets on a non- discretionary basis, and approximately $16,781,365 in client assets on a discretionary basis.
Wrap Fee Services We offer investment supervisory services as described in this wrap fee program brochure to prospective and existing clients. We are the sponsor and investment adviser for the Program. A wrap- fee program is a type of investment program that provides clients with asset management and brokerage services for one all-inclusive fee. If you participate in our wrap fee program, you will pay our firm a single fee, which includes money management fees, certain transaction costs, and custodial and administrative costs. We receive a portion of the wrap fee for our services. The overall cost you will incur if you participate in our wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the Program. Prior to becoming a client under the Program, you will be required to enter into a separate written agreement with us that sets forth the terms and conditions of the engagement and describes the scope of the services to be provided, and the fees to be paid.
PCG provides investment supervisory services under the following wrap fee programs: Separately Managed Account Wrap Fee Program For the Separately Managed Account ("SMA") Wrap Fee Program sponsored by our firm, PCG provides investment management services on a non-discretionary basis. PCG will review the client's present financial situation and will provide the client with advice as to the appropriate investment and reinvestment of those assets of the client designated by the client to be subject to PCG's management.
Under the Separately Managed Account Program, PCG designates the active discretionary management of the client's assets among certain independent money managers to be recommended by PCG, based upon the investment objectives of the client. The client agrees to delegate to the independent money managers all of client's powers with respect to the investment and reinvestment of the client's assets and appoint the designated independent money manager as the client's limited attorney and agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the client's assets. As such, the designated independent money manager is authorized to buy, sell and trade in stocks, bonds, mutual funds, and other securities and/or contracts relating to the same, on margin (provided that written margin authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and/or the custodian for the client's account.
4 As part of the SMA program, PCG will recommend one or more sub-advisers, such as Peapack Private Wealth Management (an unaffiliated bank-owned trust company), to manage all, or a portion of, your account on a discretionary basis. We will regularly monitor the performance of your accounts managed by sub-adviser(s), and may hire and fire any sub-adviser without your prior approval. We may pay a portion of our advisory fee to the sub-adviser(s) we use; however, you will not pay our firm a higher advisory fee as a result of any sub-advisory relationships. The sub-adviser's exclusive responsibility shall be to manage your account assets consistent with our firm's instructions. At all times, our firm, and not the sub-adviser, shall remain exclusively responsible for initial and ongoing suitability determination for the sub-adviser's investment strategy(ies), and client communications. The annual fee for the Separately Managed Account Program is charged as a percentage of assets under management for selection and monitoring of independent money managers. Advisory fees shall be prorated and paid quarterly, in advance and will be assessed on or about the 15th day of each quarter, based upon the balance (market value or fair market value in the absence of market value) of the account under management on the first day of the previous quarter as calculated by the custodian. If an account is terminated during a calendar quarter, fees will be adjusted pro rata based upon the number of calendar days the calendar quarter that the advisory agreement was effective. Under the SMA Program, the client receives both investment advisory services and the execution of securities brokerage transactions for a single annual fee. However, unlike the mutual fund wrap fee program (described below), the annual fee is not all-inclusive and the client will pay certain additional fees beyond the advisory fee and execution fees. Details of the Separately Managed Account Program fee are more fully described in the advisory agreement entered into with each client. Assets Under Management Annual Fee $0 - $99,9991.50% $100,000 - $249,9991.50% $250,000 - $499,9991.50% $500,000 - $999,9991.25% Over $1,000,0001.25% Mutual Fund Wrap Fee Program PCG also sponsors a wrap fee account arrangement that may be recommend to investment management clients when appropriate. When PCG is retained as the portfolio manager under a wrap fee account arrangement, the broker/dealer bills for the wrap account fees, executes the client's portfolio transactions without commission charges per transaction, and may also act as a custodian, or provides some combination of these or other services, all for a single fee. PCG receives a portion of the wrap fee for its investment management services.
In providing investment management services as the portfolio manager under the Mutual Fund Wrap Fee Program, PCG will either be provided with full discretionary authority to invest in securities and investments of any type or limited discretionary authority to invest only in investment company securities, including exchange traded funds (ETFs), and "no load" mutual and "load" mutual funds at net asset value.
The mutual fund wrap fee program differs from the separately managed account wrap fee program in that PCG handles the management of assets under the wrap fee program whereas PCG designates independent money managers to handle the active management of assets under the separately managed account program. 5 Under the mutual fund wrap fee program, the client receives investment management services, brokerage costs, administrative services, custody, management fees and performance reporting as a single all-inclusive charge (the "wrap fee"). PCG receives a portion of the wrap fee for its investment management services. Wrap fees are paid in advance through the custodian and are based on the total assets under management.
Assets Under Management Annual Fee On the amount up to $249,999 1.50% On the next amount from $250,000-$499,9991.50% On the next amount from $500,000-$999,9991.25% On the next amount over $1,000,0001.00% Important Additional Information Fees Negoti able PCG retains the right to modify fees, including minimum annual fees and minimum account sizes, in its sole and absolute discretion, on a client-by-client basis based on the size, complexity and nature of the advisory services provided.
You may terminate the agreement upon 30 days written notice to our firm. If you have pre-paid fees that we have not yet earned, you will receive a prorated refund of those fees. If fees are payable in arrears, you will be responsible for a prorated fee based on services performed prior to termination of the financial planning agreement. Direct Debiting of Client Accounts In order for PCG's advisory fees to be directly debited from a client's account, the client must provide written authorization permitting PCG to bill the custodian. PCG sends clients an invoice showing the amount of the fee, the value of the assets on which the fee is based, and the specific manner in which the fee was calculated. In addition, the account must be held by a qualified custodian and the qualified custodian must agree to send to the client an account statement on at least a quarterly basis. The account statement must indicate all amounts disbursed from the account including the amount of advisory fees paid directly to PCG. Clients are encouraged to reconcile PCG's invoices with the statement(s) received from the qualified custodian. If clients find any inconsistent information between PCG's invoice and the statement(s) received from the qualified custodian, please call PCG at the phone number located on the cover page of this brochure.
Termination of Client Relationship A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five (5) business days after entering into the agreement. Clients may obtain their refund in one of two ways – either by having the refund transferred directly into their account or by check.
Investment Discretion For those client accounts over which PCG has discretion, PCG requires clients to execute a discretionary management agreement with limited power of attorney authorization and the appropriate trading authorization forms to determine the amounts of securities that are bought or sold. Any limitations on this discretionary authority shall be included in this written authority statement. Clients may change or amend these limitations as required. All such amendments shall be submitted in writing.
6 PCG generally has discretionary authority to make the following determination without obtaining the consent of the client before the transactions are effected: (1) which securities are bought and sold for the account and (2) the total amount of securities to be bought and sold. PCG's authority in making investment related decisions may be limited by account guidelines, investment objectives and trading restrictions, as agreed between PCG and the client.
Mutual Fund Fees All fees paid to PCG 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. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without the services of PCG. In that case, the client would not receive the services provided by PCG 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. To the extent that client assets are invested in money market funds or cash positions, the fees for monitoring those assets are in addition to the fees included in the internal expenses of those funds paid to their own investment managers, which are fully disclosed in each fund's prospectus. Accordingly, the client should review both the fees charged by the funds and the fees charged by PCG to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided.
Trading and Other Costs All fees paid to PCG for investment advisory services are separate and distinct from transaction fees charged by broker dealers associated with the purchase and sale of equity securities and fixed-income securities. In addition, fees do not include the services of any co-fiduciaries, accountants, broker dealers or attorneys. Please see the section entitled "Brokerage Practices" on page 13 of this disclosure brochure for additional information on brokerage and other transaction costs.
Withdrawal of Assets You may withdraw account assets on notice to our firm, and subject to the usual and customary securities settlement procedures. However, we design our portfolios as long-term investments and asset withdrawals may impair the achievement of your specific investment objectives.
Wrap Fee Program Disclosures
•The benefits under a wrap fee program depend, in part, upon the size of the Account, the management fee charged, and the number of transactions likely to be generated in the Account. For example, a wrap fee program may not be suitable for Accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program.

•In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from other advisers or broker-dealers.
•Our firm and Associated Persons receive compensation as a result of your participation in the Program. This compensation may be more than the amount our firm or the Associated Persons would receive if you paid separately for investment advice, brokerage, and other services. Accordingly, a conflict of interest exists because our firm and our Associated Persons have a financial incentive to recommend the Program.
•Similar advisory services may be available from other registered investment advisers for lower fees. 7 Additional Fees And Expenses The Program Fee includes the costs of brokerage commissions for transactions executed through the Qualified Custodian (or a broker-dealer designated by the Qualified Custodian), and charges relating to the settlement, clearance, or custody of securities in the Account. The Program Fee does not include mark-ups and mark-downs, dealer spreads or other

costs associated with the purchase or sale of securities, interest, taxes, or other costs, such as national securities exchange fees, charges for transactions not executed through the Qualified Custodian, costs associated with exchanging currencies, wire transfer fees, or other fees required by law or imposed by third parties. The Account will be responsible for these additional fees and expenses.
The wrap program fees that you pay to our firm for portfolio management services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others.
As noted above, under the Separately Managed Account Program the client receives both investment advisory services and the execution of securities brokerage transactions for a single annual fee. However, unlike the Mutual Fund Wrap Fee Program, the annual fee is not all-inclusive and the client will pay certain additional fees beyond the advisory fee and execution fees, such as charges imposed directly at the mutual fund level, beyond the advisory fee and execution fees. Details of the Separately Managed Account Program fee are more fully described in the advisory agreement entered into with each client. Additional Compensation Certain supervised persons of PCG are registered representatives of First Allied Securities, Inc. As registered representatives, these individuals may accept compensation for the sale of securities or other investment products. The receipt of commissions could represent an incentive for these individuals to recommend products based on the compensation received, rather than on a client's needs. These types of conflicts of interest are disclosed in the PCG's disclosure brochure and clients are informed they may purchase recommended investment products through other brokers or agents not affiliated with PCG.
In the event the client desires, the client can engage certain PCG investment adviser representatives (but not PCG itself) to provide securities brokerage services under a commission arrangement. Under this arrangement, the client may implement securities transactions through these individuals in their respective capacities as registered representatives of either First Allied Securities, Inc. Brokerage commissions may be charged by these broker-dealers to effect these securities transactions and thereafter, a portion of these commissions may be paid by these broker-dealers to such individuals. Prior to effecting any transactions, the client will be required to enter into a new account agreement with such broker-dealer(s). The brokerage commissions charged by these broker-dealers may be higher or lower than those charged by other broker dealers. In addition, certain investment adviser representatives associated with PCG, may also receive additional ongoing 12b-1 fees for mutual fund purchases from the mutual fund company during the period that the client maintains the mutual fund investment.
While PCG does not sell such securities products to its investment advisory clients, PCG does permit certain related persons, in their individual capacities as registered representatives of broker-dealers, to sell securities products to its investment advisory clients. A conflict of interest exists to the extent that PCG recommends the purchase of securities where individuals associated with PCG receive commissions or other additional compensation as a result of PCG's recommendations. Clients are informed that they are under no obligation, contractually or otherwise, to purchase securities products through any person affiliated with our firm.
8 At PCG's discretion, advisory fees may be offset to the extent persons associated with PCG earn commissions in their separate capacities as registered representatives and/or insurance agents.
PCG's exclusive form of compensation is from advisory fees. The firm does not receive commission compensation from the sale of investment products.
Additional expenses (i.e., SEC fees, trailing commissions, annual IRA fees, and wire transfer fund fees) are not covered under the wrap fee. It is possible that comparable or similar services may be available to a client at a lower aggregate cost if they were separately provided and PCG was free to choose any brokers to execute portfolio transactions. Accordingly, a prospective client should consider the wrap fee in light of the aggregate services being obtained from each of the respective parties. Additional information about the Wrap Fee Program, services, fees, conflicts, etc. is provided in the Wrap Fee Program disclosure brochure.
Brokerage Selection Best Execution Best execution is generally defined as the "execution of securities transactions for clients in such a manner that the client's total cost or proceeds in each transaction is the most favorable under the circumstances." The best execution responsibility applies to the circumstances of each particular transaction and an investment adviser must consider the full range and quality of a broker-dealer's services, including, among other things, execution capability, commission rates, the value of any research, financial responsibility and responsiveness.
In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer's services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while PCG will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client transactions.
If the client requests PCG to arrange for the execution of securities brokerage transactions for the client's account; PCG shall direct such transactions through broker-dealers that PCG reasonably believes will provide best execution. PCG shall periodically and systematically review its policies and procedures regarding recommending broker-dealers to its client in light of its duty to obtain best execution. Broker Analysis PCG evaluates a wide range of criteria in seeking the most favorable price and market for the execution of transactions. These include the broker-dealer's trading costs, efficiency of execution and error resolution, financial strength and stability, capability, positioning and distribution capabilities, information in regard to the availability of securities, trading patterns, statistical or factual information, opinion pertaining to trading and prior performance in serving PCG. In selecting or recommending a broker-dealer, PCG will consider the value of research and additional brokerage products and services a broker-dealer has provided or will provide to PCG's clients and the firm. Receipt of these additional brokerage products and services are considered to have been paid for with "soft dollars." Because such services could be considered to provide a benefit to PCG, the firm has a conflict of interest in recommending broker-dealers to clients. PCG could receive benefits by selecting a particular broker- dealer to execute client transactions, and the transaction compensation charged by that broker-dealer might not be the lowest compensation PCG might otherwise be able to negotiate. (See also the "Research/Soft Dollars Benefits" section immediately below). Accordingly, if PCG determines in good faith whether the amount of trading costs charged by a broker-dealer is reasonable in relation to the value of the brokerage and research or investment management-related services provided by such 9 broker. PCG's Managing Member is responsible for continuously monitoring and evaluation the performance and execution capabilities of brokers that transact orders for our client accounts to ensure consistent quality executions. In addition, PCG periodically reviews its transaction costs in light of current market circumstances and other relevant information.
Research/Soft Dollar Benefits Overview PCG's use of soft dollars is intended to comply with the requirements of Section 28(e) of the Securities Exchange Act of 1934. Section 28(e) provides a "safe harbor" for investment managers who use commissions or transaction fees paid by their advised accounts to obtain investment research services that provide lawful and appropriate assistance to the manager in performing investment decision- making responsibilities.
As required by Section 28(e), PCG will make a good faith determination that the amount of commission or other fees paid is reasonable in relation to the value of the brokerage and research services provided. That is, before placing orders with a particular broker, PCG will generally determine, considering all the factors described below, that the compensation to be paid to the broker is reasonable in relation to the value of all the brokerage and research products and services provided by the broker.
In making this determination, PCG will typically consider not only the particular transaction or transactions, and not only the value of brokerage and research services and products to a particular client, but also the value of those services and products in PCG's performance of its overall responsibilities to all of its clients. In some cases, the commissions or other transaction fees charged by a particular broker-dealer for a particular transaction or set of transactions may be greater than the amounts another broker-dealer who did not provide research services or products might charge.
Research and Brokerage Products and Services "Research" products and services PCG may receive from broker-dealers may include economic surveys, data, and analyses; financial publications; recommendations or other information about particular companies and industries (through research reports and otherwise); and other products or services (e.g., computer services and equipment, including hardware, software, and data bases) that provide lawful and appropriate assistance to PCG in the performance of its investment decision- making responsibilities.
Consistent with Section 28(e), brokerage products and services (beyond traditional execution services) consist primarily of computer services and software that permit PCG to effect securities transactions and perform functions incidental to transaction execution. PCG generally uses such products and services in the conduct of its investment decision-making generally, not just for those accounts whose commissions may be considered to have been used to pay for the products or services.
Other Uses and Products PCG may use some products or services not only as "research" and as brokerage (i.e., to assist in making investment decisions for clients or to perform functions incidental to transaction execution) but for administrative and other purposes as well. In these instances, PCG will make a reasonable allocation of the cost of the products and services so that only the portion of the cost that is attributable making investment decisions and executing transactions is paid with commission dollars and PCG bears the cost of the balance. PCG's interest in making such an allocation differs from clients' interest, in that PCG has an incentive to designate as much as possible of the cost as research and brokerage in order to minimize the portion that PCG must pay directly.
10 Directed Brokerage First Allied As discussed in the section entitled "Other Financial Industry Activities and Affiliations" of this disclosure brochure, certain investment adviser representatives affiliated with PCG are, in their respective individual capacities, registered representatives of First Allied Securities, Inc. These individuals are subject to FINRA Rule 3040 which restricts registered representatives from conducting securities transactions away from their broker dealer unless such broker-dealer provides written consent. Clients are advised that these individuals may be restricted to conducting securities transactions through these broker-dealers unless they first secure written consent from such broker-dealers to execute securities transactions though a different broker-dealer. Absent such written consent or separation from these broker-dealers, these individuals are prohibited from executing securities transactions through any other broker-dealer under such broker-dealer's internal supervisory policies. PCG is cognizant of its duty to obtain best execution and has implemented policies and procedures reasonably designed in such pursuit.
Client Direct Brokerage Certain clients may direct PCG to use particular brokers for executing transactions in their accounts. With regard to client directed brokerage, PCG is required to disclose that PCG may be unable to negotiate commissions, block or batch orders or otherwise achieve the benefits described above, including best execution. Directed brokerage commission rates may be higher than the rates PCG might pay for transactions in non-directed accounts. Therefore, directing brokerage may cost clients more money.
As a general rule, PCG encourages each client to compare the possible costs or disadvantages of directed brokerage against the value of custodial or other services provided by the broker to the client in exchange for the directed brokerage designation.
Trade Aggregation/Allocation It is the objective of PCG to provide a means of allocating trading and investment opportunities between advisory clients on a fair and equitable basis and in compliance with all applicable state and federal guidelines. With respect to clients' accounts with substantially similar investment objectives and policies, PCG may often seek to purchase or sell a particular security in each account. PCG will aggregate orders only when such aggregation is consistent with PCG's duty to seek best execution and is consistent with the investment objective of each client. No client account will be unfairly favored over any other account. Each client that participates in an aggregated order will participate based on the average execution price in that particular security. All transaction costs will be allocated pro rata based on each client's participation in the transaction. All securities purchased or sold, whether the order is filled completely or partially, will then be allocated pro rata based on the assets of each account.
Trade Errors Trade errors are promptly reported to the custodian and will be rectified by the custodian with no adverse financial effect on the client.