Private Capital Group, LLC

Private Capital Group, LLC

FORM ADV PART 2A ? DISCLOSURE BROCHURE

Town Center 29 South Main Street West Hartford, CT 06107 Phone: 860-561-1162 Fax: 860-561-1018

October 21, 2019

This disclosure brochure provides clients with information about the qualifications and business practices of Private Capital Group, LLC, an investment advisory firm registered with the United States Securities and Exchange Commission ("SEC"). It also describes the services Private Capital Group, LLC provides as well as background information on those individuals who provide investment advisory services on behalf of Private Capital Group, LLC. Please contact Benjamin Kille, an owner and Manager of Private Capital Group, LLC, at (860) 5611162 if you have any questions about the contents of this disclosure brochure. The information in this disclosure brochure has not been approved or verified by the SEC or by any state securities authority. Registration with the SEC does not imply that Private Capital Group, LLC or any individual providing investment advisory services on behalf of Private Capital Group, LLC possess a certain level of skill or training. Additional information about Private Capital Group, LLC is available on the Internet at adviserinfo.. You can search this site by a unique identifying number, known as a CRD number. The CRD number for Private Capital Group, LLC is126665.

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Item 2 ? Material Changes

This item discusses specific material changes to the Private Capital Group, LLC brochure. Pursuant to current SEC Rules, Private Capital Group, LLC will file any changes to its Form ADV within 90 days of the close of its fiscal year. A summary of the material changes to our disclosures are stated below. Private Capital Group, LLC will amend its brochure within 30 days of any material changes throughout the year. The firm will provide or offer to provide clients with an updated brochure without charge within 30 days of filing an amended Form ADV. There have been no material changes made Private Capital Group, LLC's ("PCG") Part 2A Brochure since its prior Annual Amendment filing on March 13, 2019. PCG below has made disclosure additions and enhancements, including at Items 4, 5, 7, 12, 14, and 17 regarding investment platform and independent manager fees, interval funds, portfolio activity, fee dispersion, minimum account size requirements, receipt of benefits and associated conflicts of interest, and proxy voting . ANY QUESTIONS: PCG's Chief Compliance Officer, Benjamin Kille, remains available to address any questions regarding this Part 2A, including the disclosure additions and enhancements below.

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Item 3 ? Table of Contents

Item 2 ? Material Changes ................................................................................................................ 2 Item 3 ? Table of Contents ................................................................................................................ 3 Item 4 ? Advisory Business ................................................................................................................ 4 Item 5 ? Fees and Compensation .................................................................................................... 10 Item 6 - Performance-Based Fees and Side-By-Side Management ..................................................15 Item 7 ? Types of Clients ................................................................................................................. 15 Item 8 ? Methods of Analysis, Investment Strategies and Risk of Loss .......................................... 16 Item 9 ? Disciplinary History............................................................................................................18 Item 10 ? Other Financial Industry Activities and Affiliations ......................................................... 18 Item 11 ? Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..... 19 Item 12 ? Brokerage Practices.........................................................................................................19 Item 13 ? Review of Accounts ......................................................................................................... 21 Item 14 ? Client Referrals and Other Compensation ...................................................................... 22 Item 15 ? Custody............................................................................................................................23 Item 16 ? Investment Discretion ..................................................................................................... 23 Item 17 ? Voting Client Securities ................................................................................................... 24 Item 18 ? Financial Information ...................................................................................................... 24 Privacy Notice.................................................................................................................................25 Client Complaints ........................................................................................................................... 25

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Item 4 ? Advisory Business

A. The Company

Private Capital Group, LLC is a privately-held Connecticut limited liability company that has been providing investment advisory services as an SEC-registered investment adviser since 2003. Throughout this disclosure brochure, Private Capital Group, LLC is referred to as "PCG."

The principal owners of PCG are Benjamin D. Kille and William T. Rabbitt.

B. Advisory Services

PCG provides the following investment advisory services:

Private Wealth Management Services

In the Private Wealth Management Services, PCG will create or select a portfolio consisting of one or all of the following: mutual funds, exchange-traded funds (ETFs), individual fixed-income holdings, individual equities, and alternative investments. PCG will allocate the client's assets among various investments taking into consideration the client's investment objectives. The investments will be selected on the basis of any or all of the following criteria (as applicable): performance history; industry sector; manager's track record; investment objectives; management style and philosophy; and management fee structure. Portfolio weighting between different investments will be determined by the client's particular investment adviser representative based on the client's individual needs, circumstances and preferences, as well as current economic and financial market conditions.

PCG will conduct a review with Private Wealth Management Services clients at least annually to discuss the client's personal and financial information, However, each client is advised that it remains their responsibility to promptly notify PCG if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising PCG's previous recommendations and/or services.

PCG will also provide Private Wealth Management Services clients with access to a wide array of independent institutional investment managers and services. Through this process, PCG is able to choose investment managers from among all major market capitalizations, fixed-income, alternative investments and certain private investment vehicles (e.g., hedge funds).

Based on a client's individual circumstances, PCG may select one or more independent managers to manage all or a portion of the client's portfolio. PCG may utilize various unaffiliated investment advisers to assist PCG in the initial due diligence, selection, retention, trading and ongoing monitoring of investment managers. PCG monitors the selected investment manager(s) on an ongoing basis and, when appropriate, PCG may make the decision to replace one investment manager with another or add an additional manager to the portfolio. Please Note: The platform fee(s) and investment management fee(s) charged by the Independent Manager[s] is separate from, and in addition to, PCG's advisory fee as set forth in the fee schedule at Item 5 below. In addition, the frequency and timing of advisory fee payments may differ from that of PCG. Clients are advised to review the relevant Independent Manager's Disclosure Statement for details.

PCG will ensure that the client receives all related disclosure documents, including each investment manager's disclosure brochure. Clients are urged to carefully read and review the disclosure brochure(s) of all investment managers to fully understand the services, fees and any further conditions associated with the selected investment manager(s). For example, an investment manager may have participation conditions such as minimum account size and

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minimum annual fee which may or may not be negotiable. PCG will take such requirements into consideration when evaluating and recommending the specific investment manager.

Financial Planning Services

PCG also provides advice in the form of financial planning. Clients obtaining this service may receive either a written document or on-line access to the financial plan, providing the client with a financial analysis designed to address his or her financial goals and objectives. In general, the financial analysis will address any or all of the following areas of concern:

Personal: Family records, estate and financial planning.

Tax & Cash Flow: Income tax and spending analysis for current and future years.

Death: Estate planning analysis regarding survivors and charities.

Retirement: Analysis of strategies and investment plans to help guide a client with his or her retirement objectives.

Investments: Analysis of investment holdings.

PCG gathers required information through personal interviews. PCG will conduct a review with the client to form an evaluation of the client's current financial status, future goals and objectives. Related documents supplied by the client are carefully reviewed, including any questionnaire completed by the client and a financial plan is developed. Should a client choose to implement the recommendations contained in the plan, PCG suggests the client work closely with his or her attorney, accountant, insurance agent, and/or investment advisor. Implementation of financial plan recommendations is entirely at the client's discretion. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company.

In performing its services, PCG shall not be required to verify any information received from the client or from the client's other professionals and is expressly authorized to rely thereon. If requested by the client, PCG may recommend the services of other professionals for implementation. The client, however, is under no obligation to engage the services of any such recommended professional.

Endowment Consulting Services

PCG also provides guidance to non-profit organizations and their endowment or corporate assets. PCG's Endowment Consulting Services may include:

Develop or Review of an Investment Policy Statement (IPS)

Investment objectives and risk tolerance Portfolio reporting standards

Analyze and/or establish asset allocation parameters

Asset allocation among principal asset classes Asset Allocation within principal asset classes

Investment Research and Portfolio Construction

Evaluate existing investment assets Determine gaps and potential opportunities for a portfolio

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 Analyze all costs and services provided

Reporting

Evaluate the quality and content of reports Provide quarterly performance reporting Attend regular meetings or conference calls with Board Members and/or Investment

Committees

Retirement Plan Consulting Services

PCG provides consulting services to corporate retirement plans (401k and defined benefit plans). Services include management of the plans' vendor relationships; leading the RFP processes and negotiating vendor proposals; assisting in plan design strategies; and investment management services, including selecting a menu of investment alternatives for participant directed plans. Unless expressly agreed to, in writing, to the contrary, PCG does not have any discretion, trading or otherwise, with respect to any decisions made by or on behalf of the Plans.

Sub-Advisory Services

PCG provides sub-advisory services to other investment advisers. PCG retains no trading authority with respect to these services.

Miscellaneous Disclosures

Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. PCG shall generally provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. PCG may provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions do occur based upon assets under management, special projects, etc. for which PCG shall charge a separate planning fee). Please Note: PCG does not serve as an attorney or accountant, and no portion of our services should be construed as legal or accounting services. Accordingly, PCG does not prepare estate planning documents or tax returns. To the extent requested by a client, PCG may recommend the services of other professionals for certain noninvestment implementation purpose (i.e. attorneys, accountants, insurance, etc.), including PCG representatives, in their separate individual capacities as registered representatives of a brokerdealer or as licensed insurance agents. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from PCG and/or its representatives. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not PCG, shall be responsible for the quality and competency of the services provided. Please Also Note-Conflict of Interest: The recommendation by PCG that a client purchase a securities or insurance commission product from a PCG representative in his/her separate individual capacity as a registered representative or insurance agent, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend products based on commissions to be received, rather than on a particular client's need. No client is under any obligation to purchase any securities or insurance commission product from a PCG representative. Clients are reminded that they may purchase securities or insurance products recommended by PCG through other, non-affiliated registered representatives or insurance agents. PCG's Chief Compliance Officer, Benjamin Kille, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest.

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Retirement Rollovers ? No Obligation / Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer's plan, if permitted, (ii) roll over the assets to the new employer's plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account ("IRA"), or (iv) cash out the account value (which could, depending upon the client's age, result in adverse tax consequences). If PCG recommends that a client roll over their retirement plan assets into an account to be managed by PCG, such a recommendation creates a conflict of interest if PCG will earn a new (or increase its current) advisory fee as a result of the rollover. No client is under any obligation to roll over retirement plan assets to an account managed by PCG.

Unaffiliated Private Investment Funds. PCG may, on a very limited basis, also provide investment advice regarding unaffiliated private investment funds. PCG, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. PCG's role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of "assets under management" for purposes of PCG calculating its investment advisory fee. PCG's clients are under absolutely no obligation to consider or make an investment in a private investment fund(s).

Please Note: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund's offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment.

Please Also Note: Valuation. In the event that PCG references private investment funds owned by the client on any supplemental account reports prepared by PCG, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. If no subsequent valuation post-purchase is provided by the Fund Sponsor, then the valuation shall reflect the initial purchase price (and/or a value as of a previous date), or the current value(s) (either the initial purchase price and/or the most recent valuation provided by the fund sponsor). If the valuation reflects initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. The client's advisory fee shall be based upon reflected fund value(s).

Fidelity/Schwab. As discussed below at Item 12, PCG recommends that Fidelity and/or Schwab serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Fidelity and Schwab charge brokerage commissions and/or transaction fees for effecting securities transactions. In addition to PCG's investment management fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). The fees charged by Fidelity and Schwab, as well as the charges imposed at the mutual fund and exchange traded fund level, are in addition to PCG's advisory fee referenced in Item 5 below.

eMoney Advisor Platform. PCG may provide its clients with access to an online platform hosted by "eMoney Advisor" ("eMoney"). The eMoney platform allows a client to view their complete asset allocation, including those assets that PCG does not manage (the "Excluded Assets"). PCG does not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, PCG shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management

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authority for the Excluded Assets, and not PCG, shall be exclusively responsible for such investment performance. The client may choose to engage PCG to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between PCG and the client. The eMoney platform also provides access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by PCG. Finally, PCG shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the eMoney platform without PCG's assistance or oversight.

Sub-Advisory Engagements. PCG may also serve as a sub-advisor to unaffiliated registered investment advisers per the terms and conditions of a written Subadvisor Agreement. With respect to its sub-advisory services, the unaffiliated investment advisers that engage PCG maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial and ongoing determination of client suitability for PCG's designated investment strategies, and such unaffiliated investment advisers retain all trading authority. PCG's obligation shall be limited to oversight of the allocated assets consistent with the objective and/or strategy designated by the adviser and communicating trade instructions to the unaffiliated adviser for implementation.

Cash Positions. Depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), PCG may maintain cash and cash equivalent positions (such as money market funds, etc.) for defensive and liquidity purposes. Unless otherwise agreed in writing, all such cash positions are included as part of assets under management for purposes of calculating PCG's advisory fee. ANY QUESTIONS: PCG's Chief Compliance Officer, Benjamin Kille, remains available to address any questions that a client or prospective may have regarding the above fee billing practice.

Please Note-Use of Mutual Funds and Exchange Traded Funds: Most mutual funds and exchange traded funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds and exchange traded funds that may be utilized by PCG independent of engaging PCG as an investment advisor. However, if a prospective client determines to do so, he/she will not receive PCG's initial and ongoing investment advisory services.

Investment Platforms ? Additional Fees. In managing its client accounts, PCG utilizes the services provided by one or more investment platforms (including Envestnet). Such services generally include reporting, rebalancing, research, tax overlay, socially responsible stock screening, and to identify and utilize the services of various Independent Manager[s], discussed more fully below. These investment platforms assess fees to PCG's client accounts typically ranging from 0.01% to 0.30% (generally based upon the scope of the services provided and assets under management), which fees are separate from, and in addition to, the PCG's advisory fee as set forth in Item 5 below, as well as any fee charged by any Independent Manager[s]. PCG's Chief Compliance Officer, Benjamin Kille, remains available to address any questions that a client or prospective client may have regarding investment platforms, and the separate fees to be assessed to the client for such platform services.

Independent Managers. PCG may allocate a portion of a client's investment assets among unaffiliated independent investment managers in accordance with the client's designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets. PCG shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which PCG shall consider in recommending Independent Manager[s] include the client's designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Please Note: The investment management fee charged by the Independent Manager[s] is separate from, and in addition to, PCG's advisory fee as set forth in the fee schedule at Item 5 below. PCG's Chief Compliance Officer, Benjamin Kille, remains available to address any questions that a client or prospective client may have regarding Independent Managers, and the separate fees to be assessed to the client for

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