FIDUCIARY COUNSELLING INC

Firm Brochure (Part 2A of Form ADV) March 5, 2025 FIDUCIARY COUNSELLING, INC. 30 East 7th Street Suite 2000 St. Paul, MN 55101 651-228-0935 www.wfam.site This brochure provides information about the qualifications and business practices of Fiduciary Counselling, Inc. (“FCI”). If you have any questions about the contents of this brochure, please contact us at 651-228-0935. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Registration of an adviser with the SEC does not imply a certain level of skill or training. Additional information about FCI also is available on the SEC’s website at www.adviserinfo.sec.gov.  Fiduciary Counselling, Inc. Form ADV, Part 2A Item 2 - Material Changes There have been no material changes to this brochure since FCI’s last annual update dated March 12, 2024. Certain general updates and other non-material changes have been made. As such, please read this brochure in its entirety. 2  Fiduciary Counselling, Inc. Form ADV, Part 2A Item 3 - Table of Contents Page Item 2 - Material Changes ................................................................................................................2 Item 3 - Table of Contents ...............................................................................................................3 Item 4 - Advisory Business ..............................................................................................................4 Item 5 - Fees and Compensation ......................................................................................................5 Item 6 - Performance-Based Fees and Side-By-Side Management .................................................8 Item 7 - Types of Clients .................................................................................................................8 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ..........................................9 Item 9 - Disciplinary Information ..................................................................................................13 Item 10 - Other Financial Industry Activities and Affiliations ......................................................13 Item 11 - Code of Ethics, Participation or Interests in Client Transactions and Personal Trading ........................................................................................................................................................15 Item 12 - Brokerage Practices ........................................................................................................16 Item 13 - Review of Accounts .......................................................................................................17 Item 14 - Client Referrals and Other Compensation .....................................................................17 Item 15 - Custody ...........................................................................................................................17 Item 16 - Investment Discretion ....................................................................................................18 Item 17 - Voting Client Securities .................................................................................................18 Item 18 - Financial Information .....................................................................................................19 Item 19 - Additional Information ...................................................................................................19 Privacy Notice .............................................................................................................................. P-1 3  Fiduciary Counselling, Inc. Form ADV, Part 2A Item 4 - Advisory Business Fiduciary Counselling, Inc. (“FCI”), founded in 1941, provides discretionary and non-discretionary investment advisory services consistent with the individual needs and objectives of each client account. FCI provides accounting, trust and tax services, financial and investment advisory services and estate planning in consultation with the client’s legal counsel. Services are provided pursuant to each client’s respective Client Services Agreement. FCI is a wholly owned subsidiary of Cassiopeia Holdings Company (“Cassiopeia”), a Delaware corporation wholly owned by Ties That Bind Purpose Trust. Cassiopeia also owns Fiduciary Services Company, LLC (“FSC”), a private trust company that serves as trustee for Ties That Bind Purpose Trust as well as certain of FCI’s client accounts. FCI’s investment advisory services include asset allocation services, recommendations regarding the purchases and sales of securities and rebalancing recommendations. For certain clients, FCI provides investment advisory services on a non-discretionary basis. FCI exercises discretion if specifically authorized by the client in the Client Services Agreement. See Item 16. After consultation with the client, FCI will establish guidelines and policies for the account, which generally include a written investment policy statement (“IPS”). FCI provides clients investment advisory services consistent with a formulated plan of investment through the use of model portfolios to be implemented by FCI for the client’s account. These model portfolios are based on FCI’s asset allocation methodology and each client’s desired exposure to certain stocks traditionally owned by FCI clients. From this base, FCI uses concepts of modern portfolio theory to build the model portfolio using registered and unregistered investment companies and other securities, including private investments where appropriate for certain clients. FCI generally offers advice on investments in equity securities, fixed income securities, ETFs, mutual funds, certain private funds, private equity investments and other securities issued in private placements. FCI does not limit its investment advice or recommendations to certain types of investments. Clients can impose restrictions on owning certain securities or types of securities in the Client Services Agreement or IPS. From time to time, FCI clients seek to invest in strategies or investments for which FCI does not offer as an FCI investment strategy, such as environmental, social or governance (ESG) strategies or digital assets. If requested, FCI may help facilitate a client’s investment in such assets and provide reporting or administrative services to the client. FCI may also provide general education about such strategies and investments. Upon client request, FCI may render advisory services to clients relative to the initial retention, ongoing monitoring and review of the performance of third-party separate account managers (“Managers”). Factors which FCI considers when reviewing a Manager include the client’s stated investment objectives and the Manager’s management style, performance, reputation, financial strength, reporting, pricing and research. The terms and conditions under which the client engages a Manager are set forth in separate written agreements between the client and the Manager. As part of FCI’s advisory services, FCI may provide recommendations concerning a client’s employer retirement plan or other qualified retirement account. FCI may recommend that a client consider withdrawing assets from their retirement account and rolling the assets over to an 4  Fiduciary Counselling, Inc. Form ADV, Part 2A individual retirement account (“IRA”). FCI provides investment advisory services to assets rolled over into an IRA or another account for which FCI receives compensation. If a client rolls retirement account assets into an IRA that FCI advises, FCI will charge an asset-based fee as described below in Item 5. Please see Item 19 for additional disclosures regarding retirement account rollovers. FCI’s services also include financial planning, accounting, estate planning, estate administration and trust and charitable administration. FCI also provides clerical, record-keeping and other administrative services as directed by individual clients which include, but may not be limited to, facilitating the gifting and re-registration of securities, insurance policy administration, bill-paying services and the preparation of state and federal tax returns and other reports. In addition, FCI provides support in the processing of corporate actions (mergers, buyouts, bankruptcy claims), stock gifts and proxy materials. Upon request, FCI assists clients in obtaining mortgages and other loans and opening and administering bank accounts. Certain clients may elect not to receive the full suite of services offered by FCI. Clients may also request special projects and other specialized services (“Extraordinary Services”) as described in Item 5, below. Pursuant to a Servicing Agreement between FCI and Clearwater Management Co., Inc. (“CMC”), FCI has been engaged by CMC to provide various services to CMC on behalf of its clients, the Clearwater Investment Trust (the “Trust”), a registered investment company, as well as certain private investment funds (the “Private Funds”). CMC is a registered investment adviser that provides investment management and administrative services to the Trust and its mutual fund portfolios and to the Private Funds. CMC serves as general partner or manager to the Private Funds. FCI may recommend that clients invest in the Trust and the Private Funds. Pursuant to a subadvisory agreement between FCI, CMC and the Trust, FCI provides certain investment advisory services to CMC and the Trust, including investment strategy advice and manager recommendations. Pursuant to the Servicing Agreement, FCI provides compliance and administrative services to CMC with respect to the Trust and the Private Funds and provides asset allocation advice, due diligence and investment recommendations to CMC with respect to the Private Funds. As of December 31, 2024, FCI managed approximately $4.0 billion in assets on a discretionary basis and $5.5 billion in assets on a non-discretionary basis Item 5 - Fees and Compensation Generally, FCI charges an inclusive fee for investment advisory, accounting, tax, estate planning, financial planning, and trust and charitable administration services. The fee is charged as a percentage of the assets held in the client’s account in accordance with the following annual schedule, effective January 1, 2024: MARKET VALUE RATE BASIS POINTS (100 bps = 1.00%) $ $ $ $ $ 0 to 1,000,000 1,000,001 to 2,000,000 2,000,001 to 5,000,000 5,000,001 to 10,000,000 10,000,001 to 25,000,000 0.700% 0.675% 0.625% 0.460% 0.350% 70.0 67.5 62.5 46.0 35.0 5  Fiduciary Counselling, Inc. Form ADV, Part 2A 25,000,001 to 50,000,000 $ 50,000,001 to 75,000,000 $ $ 75,000,001 to 100,000,000 $ 100,000,001 to 200,000,000 $ 200,000,001 to 300,000,000 $ 300,000,001 + 0.310% 0.280% 0.230% 0.160% 0.100% 0.080% 31.0 28.0 23.0 16.0 10.0 8.0 Fees are generally billed in arrears on a quarterly basis and at a rate of one-fourth of the annual fee, unless otherwise negotiated. The fee for any period that is less than a full quarter is pro- rated. Fees will be separately billed to the client unless the client authorizes direct payment from account assets. FCI’s fees are generally non-negotiable; however, FCI reserves the right to reduce or waive fees at its sole discretion. FCI also reserves the right to exclude (exempt) assets from the above fee schedule, to provide discounts and to aggregate accounts for the purpose of applying the breakpoints set forth above. Shares of exempted family companies owned by certain FCI clients are excluded from the above fee schedule. FCI charges a flat fee, rather than asset-based fees, for certain services, as described below. FCI’s asset-based fees are charged on the market value of all assets held in the client’s account for which FCI provides investment advisory, reporting or other services as set forth in the client agreement. FCI’s fee is computed and billed quarterly based on the average of 16 trailing quarters, ending on the last quarter of the prior calendar year, of the market value of all assets including cash, short-term investments, annuity contracts, accounts receivable from securities sales, bonds, mutual funds, family businesses, stocks, private equity, investment real estate, short-term investments, digital assets and other investments. Market values for common stocks, ETFs, REITs and other publicly-traded securities are generally determined by their last reported sale price on the principal market in which they are traded. These prices are provided by a third- party pricing service. Investment real estate is valued at assessed value listed by the local taxing authority where the property is located if available. If the local taxing authority does not list an assessed value, or if the assessed value is adjusted such that the value is an unreasonable representation of the property, then they are priced at cost. Mutual funds are valued at their stated net asset value. Other readily marketable securities are valued by using a pricing service or other external sources. Family businesses and other private companies are generally valued at equity or net cost or such other methodology communicated to clients with respect to a particular holding. Private equity investments are generally valued at their stated value based on the most recent capital statements or other value as provided by the general partner or sponsor of the investment. Other securities or investments for which market quotations are not readily available will be valued by FCI in a manner determined in good faith to reflect fair market value. In determining fair value for a given security or asset, FCI will generally consider factors such as external pricing events and information regarding transactions, appraisals or other factors that might affect cost basis or market value. In certain instances, the FCI Valuation Committee will determine valuations based on these factors. Absent any of the factors, the security or asset will generally be priced at cost. 6  Fiduciary Counselling, Inc. Form ADV, Part 2A Householding Election Clients may elect to be billed for FCI’s services at the household level, rather than at the individual account level. If householding is elected, FCI will aggregate the market value of billable assets held in household-managed accounts, which may result in a lower fee than if fees were charged at the individual account level, and only one of the household-managed accounts will be responsible for directly paying FCI’s fees. Household is generally defined to include the client, the client’s individual personal, custodial and revocable trust accounts, and those accounts of a client’s spouse and unmarried dependent children through December 31st of the year of their 25th birthday (regardless of whether they share the same physical address as the client). Minimum Fee FCI’s standard minimum annual fee per account is $1,000 for foundations and individuals over age 21. A minimum annual fee of $250 applies to custodial accounts, minority trusts, irrevocable trusts, qualified personal residence trusts in grantor period and certain non-joint spousal accounts that choose not to household. Minimum fees do not apply to minor IRAs and minor education savings accounts. The minimum for a householding relationship is $1,000. Extraordinary Services and Flat Fees Certain FCI accounts are charged a negotiated flat fee for services performed, rather than on a market value basis. FCI also charges a flat fee for the services listed below as Extraordinary Services. FCI also receives reimbursement for out-of-pocket expenses as are reasonably incurred by FCI in performing such services. For client accounts, these negotiated flat fees are in addition to the asset-based fees listed above. Extraordinary Services include but are not limited to: • • • Payment of and accounting for household bills; Payroll and pension services; and Special projects. FCI maintains a separate fee schedule for estate administration services based on the value of the gross estate. FCI will be reimbursed for costs incurred on behalf of clients, such as wire transfer fees, overdraft charges, bank fees and travel-related expenses. Other Fees • Fees for divorce services are charged at the greater of five percent of a client’s quarterly market value based fee or a minimum flat fee of $1,250 and are billed quarterly. • FCI charges a flat fee of $750 for standard tax returns and $3,500 for complex tax returns relating to partnerships. • FCI charges a flat fee of $250 for donor advised funds where FCI provides accounting, reporting or investing services (if FCI assists with the setup) and for certain special purpose trusts. • Clients also incur brokerage commissions, transaction costs and custody fees, as described in Item 12. 7  Fiduciary Counselling, Inc. Form ADV, Part 2A • With respect to investments in registered and non-registered investment companies (including the portfolios of the Trust and the Private Funds), in addition to the fees charged by FCI, the client will incur charges imposed at the investment company level (i.e., management fees and other fund expenses). The investment management fees charged by Managers, together with the fees charged by the custodian and other service providers engaged by the client for the client’s assets are exclusive of, and in addition to, FCI’s fees set forth above. Some Managers which FCI recommends to clients may also serve as subadvisers to portfolios of the Trust. A Manager may aggregate the Trust’s assets under management or assets of an FCI client’s assets under management with assets of other FCI clients under management for purposes of determining breakpoints to the Manager’s fee schedule. Fees paid by CMC As described above, FCI provides various services to CMC for the Trust and the Private Funds pursuant to a Servicing Agreement. CMC pays FCI a flat annual fee with respect to FCI’s services to each of the Trust and the Private Funds, respectively, which fee is subject to increase on an annual basis. FCI also provides investment-related services to CMC and the Trust pursuant to a Subadvisory Agreement. For its services, FCI is entitled to a subadvisory fee payable by CMC of 0.20% of the net assets of each mutual fund portfolio of the Trust, paid on a quarterly basis. The subadvisory fee is subject to reduction pursuant to the terms of a fee waiver agreement. FSC Trusts and FSC FCI receives fees with respect to trusts for which FSC serves as trustee for investment advisory services pursuant to the above fee schedule, less the applicable trustee fee. FCI also provides various management and administrative services to FSC pursuant to an Administrative Services Agreement for which FCI receives compensation from FSC. FCI also provides inter-company financial support to FSC and other affiliates of FCI. Other Services FCI has entered into sublease agreements with certain clients as an accommodation, whereby these clients are provided an office suite and charged annual rent which includes related office expenses, such as copying, telephone, postage, office supplies, and receptionist cost. The fees for these services are computed and billed quarterly. Item 6 - Performance-Based Fees and Side-By-Side Management FCI does not charge any performance-based fees, which are fees based on a share of capital gains or capital appreciation of client assets. FCI does not manage accounts following similar investment strategies with both performance-based and asset-based fees, known as “side-by-side” management. Item 7 - Types of Clients This Item requires a description of the types of clients to whom FCI provides investment advice as well as any requirements to opening or maintaining an account with FCI. FCI’s clients include individuals, trusts, charitable organizations, corporations and other business entities, a registered 8  Fiduciary Counselling, Inc. Form ADV, Part 2A investment adviser and a registered investment company. FCI performs services exclusively for descendants and family members of a single family and their related entities including a trust company created for the benefit of such family members and entities. FCI does not impose a minimum account size. Private investment funds may require certain conditions be met prior to investing as outlined within the applicable offering memorandum and related documents. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss FCI provides investment advice to a broad array of clients with varying degrees of commonality, differences and expectations. FCI is committed to providing the best investment advice appropriate for a client’s individual situation. By knowing clients well, FCI can design and align their portfolios to match their short-term and long-term objectives. The initial step is the development of an IPS for a client. Every client has unique investment needs, yet many can be grouped into common models with specific risk and reward characteristics. In practice, the majority of FCI’s client base invests based on these common models. Certain clients have very specific needs that require FCI’s advanced knowledge and expertise, utilizing customized models in implementation. FCI’s models are an output of the asset allocation work and capital market assumptions put together by FCI’s investment team. FCI’s asset allocation model is built from assumptions about the expected risk, return and correlation between various asset classes. The goal is to create recommended asset mixes that seek to achieve the highest possible returns for given levels of risk given a client’s investment objectives and time horizon. FCI’s recommendations are based on objective research and analysis with a focus on long-term investing. Primary investment vehicles are investment funds including the portfolios of the Trust, the Private Funds, ETFs and other public and private funds. The model portfolios also include an allocation based on each client’s desired exposure to certain stocks traditionally owned by FCI’s clients. In the instances where FCI renders advisory services to clients relative to third party separate account managers, FCI considers investment manager selection and the due diligence process employed as critical to the recommended portfolios and the ability for accounts to meet their long-term objectives. This process follows a detailed and careful quantitative and qualitative evaluation of a manager’s firm, process, and performance. FCI seeks long-term relationships with stable investment organizations and teams with aligned incentives offering differentiated investment strategies that have demonstrated attractive returns with appropriate levels of risk. FCI supplements internal skills through outside relationships with various consultants and industry experts developed over many years. Other sources of information include company- prepared information such as financial statements and offering memoranda, as well as any publicly available SEC filings. A key component to reaching a client’s long-term financial goals is the portfolio implementation process. Besides the processing of security transactions, stock transfers and account re- registrations, FCI implements diversification and rebalancing programs, tax-loss harvesting and other strategies to account for and adjust to a client’s individual needs for contributions or 9  Fiduciary Counselling, Inc. Form ADV, Part 2A withdrawals. All these strategies are used while considering the account’s investment strategy as described in the investment policy statement. Portfolio Advisors LLC, an unaffiliated registered investment adviser, provides non- discretionary investment advisory services to FCI, primarily with respect to private equity investments recommended to CMC with respect to the Private Funds. Portfolio Advisors, LLC also provides investment advice to FCI regarding private equity investments for other FCI clients. Risk of Loss Risk of loss is inherent in any investment of securities. FCI clients generally invest in equity securities, fixed income securities, ETFs, mutual funds, private funds and private equity investments. In addition, FCI clients often invest in timberland real estate investment trusts, a type of security traditionally owned by FCI clients but which are not recommended by FCI. Client accounts may be subject to the following risks: • Market Risk; Recent Market Events. The investments FCI recommends for clients are subject to market risk, which may cause the value of an investment to decline. If the value of an investment goes down, clients may lose money. Volatility in share price is an inherent characteristic of equity markets. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. U.S. and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors. Uncertainties regarding inflation expectations, central banks’ interest rate levels, political events, conflicts in Eastern Europe and the Middle East, trade tensions and the possibility of a national or global recession have also contributed to market volatility. Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Market volatility as a result of changing market conditions or other events may have adverse effects on client accounts. • Active Management Risk. An account is subject to the risk that FCI’s judgments about the investments selected for the account may prove to be incorrect. The ability of an account to meet its investment objective may be dependent on FCI’s success or failure to implement FCI’s investment strategies. • Model Portfolio Risk. Asset allocation through an FCI model portfolio does not guarantee that an account will increase in value nor will it protect against a decline in value if market prices fall. At times, FCI’s judgments as to the asset classes in which client accounts should invest may prove to be wrong, as some asset classes may perform worse than others or the equity markets generally from time to time or for extended periods of time. Periodic rebalancing of the model portfolios can cause their holdings to incur transactional expenses. These expenses can adversely affect the performance of an account and of the model portfolios. In addition, if an account is required to buy or sell securities due to rebalancing, it may hold a large cash position. A large cash position could detract from achieving an investment objective. 10  Fiduciary Counselling, Inc. Form ADV, Part 2A • Equity Securities Risk. Common stocks and other equity securities generally increase or decrease in value based on the earnings of a company and on general industry and market conditions. The value of a company’s share price may decline as a result of poor decisions made by management, lower demand for the company’s services or products or if the company’s revenues fall short of expectations. There are also risks associated with the stock market overall. The stock market may experience periods of turbulence and instability. • Fixed Income Risk. A bond’s market value is affected significantly by changes in interest rates – generally, when interest rates rise, the bond’s market value declines and when interest rates decline, its market value rises. Generally, a bond with a longer maturity will entail greater interest rate risk but have a higher yield. Conversely, a bond with a shorter maturity will entail less interest rate risk but have a lower yield. A bond’s value may also be affected by changes in its credit quality rating or the issuer’s financial condition. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Fixed income securities are also subject to call risk (the securities being redeemed prior to maturity, which requires the proceeds to be reinvested in securities that pay a lower interest rate) and extension risk (the risk that a bond’s maturity will be extended, which may impact returns and prevent FCI from reinvesting the bond’s proceeds at higher yields). • ETF Risk. An account may lose money investing in an ETF if the value of securities owned by the ETF declines. An account could pay more to purchase ETF shares, or receive less in a sale of shares, than the actual net asset value of the shares. In addition, when an account invests in an ETF, the account will bear additional expenses based on its pro rata share of the ETF’s operating expenses. The risk of owning an ETF generally reflects the risks of the underlying securities that the ETF is designed to track and the investment strategies employed by such ETF. The ETF may not track the underlying index. • Mutual Fund Risk. Mutual funds are subject to investment advisory, transactional, operating and other expenses. Each mutual fund is subject to specific risks, depending on its investments. The value of mutual funds' investments and the net asset value of the funds' shares will fluctuate in response to changes in market and economic conditions, as well as the financial condition and prospects of companies in which the funds invest. The performance of each fund will depend on whether the fund’s investment adviser is successful in pursuing the fund's investment strategy. • Timberland REIT Risk. Timberland Real Estate Investment Trusts (REITs) own and manage various types of timberland real estate, and specialize in the harvesting and selling of timber as well as the sale of other lumber products. The timber REIT industry is cyclical, and fluctuations in the prices of and the demand for timber and related products could result in lower sales volumes and smaller profit margins for stocks in the industry. In addition, increases in the cost of and availability of raw materials or in the cost of energy could have an adverse effect on the financial results of companies in the timber REIT industry. 11  Fiduciary Counselling, Inc. Form ADV, Part 2A • Private Fund Risk. Private investment partnerships and other private investment vehicles (“Private Investment Funds”) are not registered under the Investment Company Act of 1940, which regulates mutual funds and ETFs. Investors in Private Investment Funds, therefore, are not accorded the protective measures provided by such legislation. Accordingly, activities of Private Investment Funds are subject to less state and federal regulation and supervision than a registered investment company. • Private Equity Risk. Private equity investments, including funds-of-funds, are not registered under the Securities Act of 1933, do not trade on public securities markets and are generally less liquid than registered, publicly traded securities. Investments in private equity funds will be subject to the risks inherent in investing in private companies, including that portfolio companies may be dependent on a small number of products or services and may be more adversely affected by poor economic or market conditions. Some portfolio companies may be concentrated in a sector or industry group, and, therefore, may be susceptible to adverse conditions and economic or regulatory events affecting the sector or industry group. • Private Placement Risk. Investments in securities issued in private placements and other restricted securities generally are difficult to sell at prices comparable to the market prices of similar securities that are publicly traded. It may be difficult to dispose of restricted securities in the ordinary course of business and in some cases, investors are contractually prohibited from disposing of such investments for a specified period of time. • Foreign Securities Risk. Investments in foreign companies and markets carry a number of economic, financial and political considerations that could unfavorably affect your account’s performance. Foreign markets can be more volatile and less liquid than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments and can perform differently from the U.S. market. Policy and legislative changes in foreign countries and political or other events affecting global markets, such as international conflicts, may contribute to decreased liquidity and increased volatility in the financial markets. Further, foreign companies may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. Substantial withholding taxes may also apply to distributions from foreign companies. • Valuation Risk. Securities and other investments for which market valuations are not readily available may be valued by FCI at fair value. Although FCI will use its best judgment, fair value pricing involves subjective judgments and there is no single standard for determining a security’s fair value. As a result, the fair value of any investment may not accurately reflect the prices at which the security could actually be sold. This risk may be greater with respect to illiquid investments. In addition, market prices provided by public markets, pricing services or other sources may from time to time be inaccurate. Because FCI’s fees are based on market valuations, there is a risk that an incorrect valuation could result in advisory fees that are higher or lower than otherwise would be payable by the client. 12  Fiduciary Counselling, Inc. Form ADV, Part 2A • Online Trading Risk. FCI will rely on the online trading capabilities of the custodian and other broker-dealers to effect trades. FCI’s ability to execute trades is highly reliant on technology, including communications. Should the broker experience technology problems, including slowdowns, shutdowns or other impediments, FCI’s ability to trade may be affected. If this occurred during the trading day, a client account could incur substantial losses. • Operational Risk. Client accounts are subject to operational risks from issues such as business interruptions, processing errors, communication failures, human errors, systems or technology failures and errors caused by third parties. Operational failures may have an adverse effect on a client account or on FCI’s ability to provide advisory services. • Cybersecurity Risk. The computer systems, networks and devices used by FCI and its service providers to carry out business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network, communications and computer failures and security breaches. Despite such protections, systems, networks and devices potentially can be breached, which could negatively impact FCI and its clients. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses, the inability of FCI or its service providers to trade or the creation of impediments to trading, violations of privacy and other laws, regulatory fines, reputational damage, reimbursement costs and additional compliance costs, as well as the inadvertent release of confidential information. FCI does not guarantee rates of return on investments for any time period to any client. All clients assume the risk that investment returns may be negative or below the rates of return of other investment advisers, market indices or investment products. Clients may experience a loss of value in their investments. Past performance does not guarantee future results, and there is no guarantee that a client’s investment objectives will be achieved. Item 9 - Disciplinary Information There have been no legal or disciplinary events involving FCI or any of FCI’s employees involving investments or otherwise material to a client’s evaluation of FCI’s advisory business or the integrity of FCI’s management. Item 10 - Other Financial Industry Activities and Affiliations As noted above, FCI provides services to CMC and its clients pursuant to various servicing agreements. FCI and CMC have a long-standing business relationship, provide services to common clients and share office space. In addition, certain of FCI’s clients are directors and shareholders of CMC. CMC is not considered a “related person” of FCI because it is not an “advisory affiliate” or under “common control” with FCI. 13  Fiduciary Counselling, Inc. Form ADV, Part 2A FSC, a Nevada trust company, serves as trustee for certain of FCI’s client accounts. FCI is under common ownership and control with FSC. Certain FCI clients use the services of FSC. FCI has entered into various servicing agreements with FSC, including an investment management agreement and an administrative services agreement, pursuant to which FCI provides investment advisory, trust administrative and corporate administrative services to FSC and to the trust accounts for which FSC serves as trustee. FCI receives compensation from FSC and the underlying trust accounts for such services. FCI has entered into revolving credit agreements with Ties That Bind Purpose Trust, Cassiopeia and FSC. Each credit agreement provides for advances, as needed to fund operations, up to a specified amount. The advances are subject to an interest rate as set forth in the respective credit agreement. Various FCI personnel also serve in various capacities with FSC, such as serving on FSC’s Investment and Administration Committees. FCI personnel do not receive any financial compensation in connection with their positions with or service on committees of FSC. In addition, FCI’s directors are also members of FSC’s board of directors and FCI and FSC share certain officers. FCI directors and employees also hold positions with Cassiopeia and Ties that Bind Purpose Trust. The sharing of personnel between FCI and its related companies creates a conflict of interest regarding the allocation of time and resources. FCI monitors these conflicts through its Board of Directors and compliance department and by controls set forth in the Code of Ethics. In addition, FCI believes its interests are generally aligned with FSC because they provide services to common clients. Pursuant to a Servicing Agreement, FCI provides compliance and administrative services on behalf of CMC to the Trust and the Private Funds. FCI also provides asset allocation advice, due diligence and investment recommendations to CMC with respect to the Private Funds. FCI provides investment advisory services to the Trust and CMC pursuant to a subadvisory agreement. Fidelity Family Office Services and its affiliated broker-dealers, Fidelity Brokerage Service, LLC and National Financial Services (collectively, “Fidelity”), provides custody, execution and administrative services to some FCI clients. CMC has agreed to pay the trade ticket charges otherwise payable by FCI clients to Fidelity with respect to FCI client trades in the Trust’s mutual fund shares. Members of the CMC Board of Directors and the Trust’s Board of Trustees are generally also clients of FCI and shareholders of the Trust’s mutual fund portfolios. FCI recommends the services of CMC as manager of the Trust and the Private Funds when it recommends mutual funds and private funds managed by CMC to FCI clients. This presents a conflict of interest for FCI due to FCI’s receipt of fees from CMC under the servicing agreements described above. In addition, FCI’s multiple roles and relationships with CMC and its clients may present a conflict of interest to FCI when managing FCI’s financial and other interests. However, FCI has structures and policies in place to address these potential conflicts, including review of investments by FCI’s Investment Department and oversight by FCI’s compliance personnel. FCI has facilitated transactions at the request of and for the benefit of its clients in private offerings of companies where the principals of the companies are also clients of FCI and who have familial relationships with certain CMC Board members. Due to these relationships, the 14  Fiduciary Counselling, Inc. Form ADV, Part 2A appearance of a conflict of interest may be present. However, in all cases the clients, not FCI, initiated such transactions. Similar transactions may take place in the future. As discussed above in Item 8, FCI receives investment advisory services from Portfolio Advisors LLC, a registered investment adviser, through an agreement between CMC and Portfolio Advisors LLC for which FCI pays a portion of the fee. The CEO of FCI currently serves on the board of directors of an unaffiliated family office for which she does not receive any economic benefits. Another officer of FCI serves as a trustee of trusts managed by a different unaffiliated family office for which the employee receives compensation. These outside business activities may present a conflict of interest because they are investment related and the FCI employees may have conflicts in allocating their time between these other activities and FCI. However, FCI monitors these conflicts through various controls, including its Code of Ethics (the “Code”) and oversight by the Chief Compliance Officer. FCI maintains policies, procedures and controls which it believes are reasonably designed to ensure that the conflicts described above are satisfactorily addressed, such as oversight by FCI’s Board of Directors and Investment Department, provisions of the Code and the operation of FCI’s compliance program. Item 11 - Code of Ethics, Participation or Interests in Client Transactions and Personal Trading FCI has adopted the Code to ensure that personal investing and other activities of FCI employees are consistent with FCI’s fiduciary duty to its clients. The Code includes personal trading, insider trading, gift and outside business activities policies. Access Persons (as defined within the Code) are required to adhere to prescribed standards of conduct, as outlined within the Code. The Code addresses core principles that FCI has adopted to promote ethical conduct, which FCI believes is premised on the fundamental concepts of openness, integrity, honesty and trust. Subject to the restrictions in the Code, FCI permits Access Persons to purchase or sell securities for their own accounts, including securities that are recommended to clients. The Code contains procedures designed to prevent conflicts of interest between the financial interests of clients and the interests of Access Persons. Under the Code, FCI has the right to cancel any trade that may be construed to be in conflict with the best interests of clients, or in violation of FCI’s general standards of conduct, including FCI’s fiduciary responsibilities. The Code requires preclearance of certain securities transactions and imposes trading restrictions, such as blackout periods, on certain investments. The Code restricts trading of securities on FCI’s restricted list and includes certification procedures regarding Access Persons’ compliance with the Code. Personal securities transactions are reviewed by FCI’s compliance department to ensure that all Access Persons adhere to the standards of the Code. Any exceptions must be approved by the Chief Compliance Officer or designee. Clients and prospective clients may obtain a copy of the Code by contacting FCI's Compliance Department at (651) 228-0935. FCI may invest in money market funds, ETFs, mutual funds and private partnerships for its corporate account. These investments include securities that are recommended to clients. FCI has adopted procedures designed to prevent any conflicts of interest between the financial 15  Fiduciary Counselling, Inc. Form ADV, Part 2A interests of clients and FCI’s interests in the Code. In addition, these investments are monitored by FCI’s Investment Department and are subject to review by the Board of Directors. FCI may recommend that qualified clients invest in the Trust and the Private Funds, in which both FCI and CMC have a financial interest due to the receipt of fees under various service agreements. FCI has structures and policies in place to address these potential conflicts, including review of investments by FCI’s Investment Department and oversight by FCI’s investment personnel and Board of Directors. Item 12 - Brokerage Practices Unless a client has directed FCI to conduct the client’s securities transactions through a different broker-dealer, FCI primarily utilizes the client’s custodian, Fidelity, to execute trades on behalf of client accounts. Clients may trade away from Fidelity; however, Fidelity may charge clients additional fees and/or commissions for doing so. In selecting or suggesting a broker or dealer, FCI may consider, among other things, the broker or dealer’s execution capabilities, research services provided, knowledge of and dominance in specific markets, commission structure, ability to locate liquidity, acceptable recordkeeping and settlement functions, reputation and integrity and responsiveness to the requirements of FCI in servicing client accounts. FCI generally recommends that clients use Fidelity as custodian/broker-dealer due to the above factors as well as FCI’s overall experience with Fidelity’s service to clients. FCI does not engage in soft dollar arrangements, where an investment adviser specifically directs portfolio brokerage commissions to a broker-dealer in return for services and research that the adviser uses in making investment decisions for clients. It is FCI’s policy to seek the best execution with respect to each FCI-directed transaction. FCI defines best execution as placing trades in such a manner that the client’s total proceeds or cost for each transaction is the most favorable under the circumstances in which the trades are placed. When FCI evaluates the reasonableness of compensation paid to broker-dealers, the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for the client. FCI believes that with respect to most transactions, the primary custodian/broker-dealer (generally Fidelity) will provide best execution. FCI’s Investment Department, Compliance Department and President’s Council review best execution reports for reasonableness. Clients should be aware that broker custody of client securities might limit or eliminate FCI’s ability to obtain best price and execution in transactions in over-the-counter (“OTC”) securities. This could potentially occur when OTC trades are executed on an agency basis, i.e., where Fidelity does not make a market in the security being traded. In filling such an order, Fidelity may transact with a market-making broker on the other side of the trade that may mark up (in the case of a purchase) or mark down (in the case of a sale) the price of the security. This would be an additional cost incurred by the client beyond any commission that Fidelity may charge. Directed Brokerage As noted above, FCI generally uses Fidelity, the custodian/broker-dealer, to execute securities transactions for clients, in accordance with FCI’s best execution policy. In the event clients 16  Fiduciary Counselling, Inc. Form ADV, Part 2A direct FCI to effect transactions through other brokers or dealers, FCI may be unable to achieve most favorable execution of client transactions. Directed brokerage clients may receive commission rates that are different from what might be attained through other brokers and directed brokerage may result in a less advantageous price and greater trading costs. Trade Error Correction FCI’s policy is for clients to be made whole, as soon as appropriate, following the identification and correction of a trade error. FCI will bear the economic loss and clients will generally retain any net economic gain resulting from the trade correction (unless, for example, it would result in undesired tax consequences or it is not permissible for the client to retain the gain). Trade Allocation and Aggregation FCI’s policy is to allocate investment opportunities and aggregate trades among client accounts in a fair and equitable manner, taking into account each client’s best interest and ensuring that no client or group of clients are favored or discriminated against over time. The majority of FCI’s trading is in open-end mutual funds, which trades are entered separately by account. Trades in equity securities will be aggregated if the same security and actions are being entered at the same time across multiple client accounts. When transactions from a particular recommendation or vehicle change cannot be completed on the same day, FCI will process such transactions using a random rotation process. Non-discretionary transactions are completed upon receipt of client approval. Item 13 - Review of Accounts Client accounts are regularly reviewed by the client’s Financial Manager and/or Client Adviser and by one or more members of our investment staff. Client accounts are generally governed by an IPS that describes objectives and portfolio operations. Client accounts are periodically reviewed against these policies, generally at least annually. The process involves reviewing the account holdings compared to policy targets and determining whether there is cash available for investment. FCI generally reviews financial plans annually or upon client request. The reviews are conducted by the client’s Financial Manager and/or Client Adviser. The Investment Committee of the FCI Board meets periodically to discuss the recommended investment vehicles and to review any client investments that have been made outside of the standard recommendations. Accounts are not specifically assigned to individual Committee members. Clients receive regular written reports (generally semi-annually) providing information as to portfolio holdings, transactions and investment performance. Item 14 - Client Referrals and Other Compensation FCI does not compensate any person for client referrals. FCI does not receive commissions or any other economic benefit from a non-client in connection with providing advice to clients. Item 15 - Custody FCI does not act as custodian for any clients. All accounts are held by an outside custodian. Clients may choose any qualified custodian to hold custody of part or all of the client’s securities 17  Fiduciary Counselling, Inc. Form ADV, Part 2A and other assets. FCI is deemed to have custody to the extent FCI deducts advisory fees from a client’s account. FCI is also considered to have custody for purposes of the Investment Advisers Act of 1940 in other cases, such as when FCI is given check writing authority over client assets or when FCI directs payments from a client account at the custodian to third parties. All clients receive either monthly or quarterly account statements directly from their custodian. Clients should carefully review such statements and compare the information in FCI’s client statements with information in statements provided by the custodian. Item 16 - Investment Discretion For certain clients, FCI provides advisory services on a non-discretionary basis. FCI exercises investment discretion if so authorized by the client in the Client Services Agreement or through a separate power of attorney. Discretionary authority is specifically limited by the guidelines and restrictions in the client’s IPS. For non-discretionary clients, security transactions are generally either initiated or approved by the client prior to execution. However, a client who has not otherwise granted FCI discretion may authorize FCI to conduct certain routine rebalancing or cash management transactions through the IPS. Item 17 - Voting Client Securities Without a specific written grant of authority to FCI or an outside investment manager, the client retains the right to vote all proxies related to securities held in the client’s account. If the client has granted FCI the right to vote proxies in the Client Services Agreement, FCI will vote shares held by clients in accordance with FCI’s proxy voting policies and procedures, which are designed to ensure that FCI votes proxies in the best interests of its clients. FCI has retained an independent third-party proxy voting service, Institutional Shareholder Services (“ISS”), to recommend detailed proxy voting guidelines as the basis for FCI’s proxy voting guidelines and to provide research, proxy voting guideline updates and proxy voting and reporting services. FCI’s proxy voting guidelines cover routine and non-routine matters. Routine matters include uncontested director elections and auditor ratification. FCI generally votes in accordance with management’s recommendation on these proposals. Non-routine matters include advisory votes on executive compensation (“say on pay” proposals), change of control provisions and stock buyback proposals. FCI votes in accordance with FCI’s proxy guidelines, which are based on ISS’ recommendations or FCI’s custom guidelines. When special circumstances exist, FCI’s Proxy Voting Committee makes the proxy voting decision. Clients may withhold proxy voting for specific securities in the IPS. Due to potential conflicts of interest, FCI will not accept proxy voting authority for certain securities. FCI will, as necessary, facilitate proxy voting of these securities, which may include sending proxy information to FCI clients and obtaining voting directions from clients. FCI’s Proxy Voting Committee is responsible for identifying any new conflicts that may arise in the future. In the event of conflicts, the client will generally provide proxy voting direction. Clients that wish to vote proxies in a particular manner must retain proxy voting authority in the Client Services Agreement. 18  Fiduciary Counselling, Inc. Form ADV, Part 2A When clients retain proxy voting authority, FCI will not vote proxies for clients but may assist clients with the administration of proxy voting. Clients who retain proxy voting authority may receive their proxies from the custodian, transfer agent or FCI. Clients may contact FCI at the contact information set forth on the cover of this brochure to request information or analysis related to a particular proxy solicitation. Upon request to FCI at the contact information set forth on the cover of this brochure, FCI will provide clients with a copy of the proxy voting policy and information on how the client’s portfolio securities were voted. Item 18 - Financial Information FCI does not have any financial condition that would impair FCI’s ability to meet contractual commitments to clients. A balance sheet is not required to be provided because FCI does not require prepayment of more than $1,200 in fees per client, six months or more in advance. Item 19 - Additional InformationClass Action Participation FCI attempts to determine whether the potential dollar recovery value will be more than a de minimis amount prior to involving its clients in class action participation. When FCI determines it may be in the best interest of clients to consider participating in a class action lawsuit, FCI completes the class action participation paperwork, executes and files on behalf of clients. Department of Labor PTE 2020-02 Rollover Disclosure Statement Fiduciary Acknowledgment. As part of FCI’s investment advisory services, FCI (we) may provide recommendations and advice regarding the client’s or prospective client’s (your) retirement plan (“Plan”) account or IRA. When FCI provides investment advice regarding your Plan account or IRA, FCI is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act of 1974 or the Internal Revenue Code of 1986, as applicable, which are laws governing Plans and IRAs. FCI is required to act in your best interest and not put FCI’s interest ahead of yours. Plan Rollover Options. FCI may recommend you consider withdrawing the assets from your current employer’s Plan and rolling the assets over to an IRA at FCI. It is important to understand that many employers permit former employees to keep their retirement assets in their company plan. In determining whether to complete a rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. You will typically have five options: (1) leaving the money invested in the Plan; (2) leaving the money invested in the Plan and selecting different investment options; (3) transferring the money to a new employer’s plan; (4) rolling the money into an IRA; and (5) taking a taxable distribution from the Plan. Each of these options has advantages and disadvantages and before making a decision, you should speak with your tax professional. Plan Information. In order for us to assist you in evaluating the options listed above, it is important for you to provide information about your current employer’s Plan and, with respect to the third option, information about your new employer’s Plan. Ideally, you will provide us with the disclosure pursuant to Department of Labor regulation 404a-5 (“404a-5 disclosure”) that plans must provide to participants every year. If you do not have a copy, you could check on the Plan’s website or ask the employer’s human resources department. It would also be helpful if 19  Fiduciary Counselling, Inc. Form ADV, Part 2A you provided us with a copy of your most recent quarterly statement from your current Plan, which shows your investments, fees and returns. We refer to the 404a-5 disclosure and your quarterly statement as “primary” data sources. Rollover from Plan to IRA (or IRA to Plan). We need primary data about your Plan in order to consider: (1) the fees and expenses associated with the Plan and the IRA; (2) whether your employer pays for some or all of the Plan’s administrative expenses; (3) the long-term impact of any increased costs with an IRA and whether the rollover is appropriate notwithstanding any additional costs; and (4) the different levels of services and investments available under the Plan and the IRA. This information will help us evaluate whether staying in the Plan or opening an IRA is in your best interest. We may ask you for the same primary data to consider a rollover from an IRA to a Plan. Rollover from Plan to Plan. We may ask you for primary data about both Plans in order to consider: (1) the fees and expenses associated with both Plans; (2) whether an employer pays for some or all of the Plan’s administrative expenses; (3) the long-term impact of any increased costs with the new Plan (if any) and whether the rollover is appropriate notwithstanding any additional costs; and (4) the different levels of services and investments available under the Plans. This information will help us evaluate whether staying in the current Plan or transferring your money to the new Plan is in your best interest. Plan Information (Alternate Data Sources). If you are unwilling or unable to provide primary data about the Plan, we will be required to prepare an estimate of fees and expenses based on publicly available information about the Plan. In such cases, we may rely on alternate data sources, such as the most recent IRS Form 5500 (for plans with more than 100 participants) for expenses, asset values, risk and returns or any benchmark information available to us. There is no guarantee that alternate data sources are accurate or reasonable estimations of Plan information, as we may have to make certain assumptions such as the allocation method for plan expenses and impact of revenue sharing under the Plan. As a result, our recommendation could be based on incorrect information and therefore could be flawed. Rollover from IRA to IRA. If you are considering transferring your money from an IRA at another firm to an IRA at FCI, it is important for you to provide information about your current IRA. We need this information in order to consider: (1) the fees and expenses associated with both IRAs; (2) the long-term impact of any increased costs (if any) and whether the rollover is appropriate notwithstanding any additional costs; and (3) the different levels of services and investments available under both IRAs. Our Services to IRAs. We offer the following services to IRA owners: (1) discretionary investment management; (2) non-discretionary investment advice; (3) account monitoring; (4) retirement planning; (5) distribution advice; (6) coordination with non-retirement investments; (7) tax planning; (8) estate planning; (9) accounting; and (10) additional services as described in Item 4 of this brochure, above. Conflicts of Interest. We charge an inclusive, asset-based fee as described in Item 5 of this brochure for our services. Although asset-based fees ordinarily do not constitute financial conflicts of interest, a rollover recommendation involves a conflict of interest. If we recommend that you roll your retirement plan or IRA assets into an account to be managed by FCI, such a 20  Fiduciary Counselling, Inc. Form ADV, Part 2A recommendation creates a conflict of interest if FCI will earn more fees due to increased amounts under management as a result of the rollover. If appropriate for your IRA or another retirement account that we manage, and if your account is qualified to invest, we will recommend that you invest in a registered investment company or another account for which CMC serves as manager and to which FCI also provides services. We may have a conflict of interest in recommending these investments to you because we will receive fees for our services in CMC, but we do not receive any revenue-sharing payments or sales related compensation in connection with these recommendations. As a fiduciary, we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours, which helps ensure that the conflicts described above are satisfactorily addressed. Under this rule, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than a reasonable fee for our services; and • Give you basic information about conflicts of interest. You are not obligated to complete a rollover and if a rollover is completed, you are under no obligation to roll the assets into an IRA advised by FCI. 21  Fiduciary Counselling, Inc. Form ADV, Part 2A Privacy Notice Fiduciary Counselling, Inc. (“FCI”) is committed to protecting the privacy and security of the nonpublic personal information that you provide to us. FCI has adopted policies and procedures we believe are reasonably designed to protect the nonpublic personal information of our clients. You trust us with your personal and financial information and we will honor that trust by handling your information carefully and using it only in your best interests. Because your personal and financial data is your private information, we hold ourselves to the highest standards in its safekeeping and use. This notice will help you understand the types of information we collect and maintain, how that information is used and the safeguards in place to protect it. Information We Collect and Maintain We collect personal information from you when you engage FCI to provide certain services. The types of information that we collect may vary based on the services that we provide to you. Examples of information we may collect include: • Transactions between you and third parties • Consumer report information • Health information for insurance needs • Name and address • Social Security number • Value of assets and liabilities • Debt and credit history What We Do With Your Personal Information The personal information that we gather is generally required by law to conduct business on your behalf and in some cases may be required by nonaffiliated third parties in order for us to provide the products and services that you have directed. For example, in order to authorize transactions with a brokerage firm in an account on your behalf, we are permitted to provide a limited amount of information about you to that firm. Names and addresses of account owners for accounts held by your custodian are required in order for the custodian to deliver quarterly account statements as required by law. We do not disclose any nonpublic personal information about current or former clients to any third parties, except as required to conduct transactions and provide the services that you have authorized or requested and as permitted by law. How We Safeguard Your Personal Information FCI maintains strict physical, electronic and procedural safeguards to protect your personal information. This includes procedures regarding physical security and records retention, as well as information that may be maintained in technology applications used within the company. We restrict access to information about you to those FCI employees who need to know the information in order to provide investment advisory services to you. We have also implemented P-1  Fiduciary Counselling, Inc. Form ADV, Part 2A measures to protect your information from unauthorized access to or use of the information in connection with its disposal. When information is required or directed to be shared with nonaffiliated third parties as necessary to conduct authorized activities on your behalf, FCI requires such third parties to adhere to strict privacy standards as well. We Will Keep You Informed We will notify you of our privacy policy in accordance with federal law. We reserve the right to modify this policy at any time, but be assured that if we do change our policy, we will tell you promptly. If you have any questions or concerns regarding this policy, please contact us. 32363174.2 P-2