Description of the Firm Magnolia Capital Advisors LLC d/b/a MAG CAP ("MAG CAP"), is a Delaware limited liability company founded in 2018 with its principal place of business in Mississippi and is owned by Vaiden Clark, Stephen Griner and Charles Marion, each of whom is a managing member. The firm also has offices in Birmingham, Alabama; Pensacola, Florida; Ridgeland, Mississippi; Ocean Springs, Mississippi; and Columbus, Mississippi. The Columbus, Mississippi office operates under the name Milestone Investment Group. Description of Services Offered The following paragraphs describe the services offered by our firm. Please refer to the following paragraphs for more detail about the specific service, and how we tailor our services to your individual needs. As used in this Brochure, the words "our", “we”, and "us" also refer to MAG CAP. The words "you," "your" or "client" refer to our clients and prospective clients. Other terms are defined later in this Brochure as well. Investment Advisory / Portfolio Management Services Our firm offers continuous and ongoing investment advice and portfolio management services. Investment planning is designed to provide a retirement roadmap of income and expenses over the client's life. Our advice and services are tailored to meet our client's individual needs, life circumstances and investment goals. We conduct at least one, but sometimes more than one meeting (in person, telephone or video conference, or via email) with clients in order to understand their current financial situation, existing resources, financial goals, investment objectives, risk tolerance, time horizons and liquidity needs. Clients have the ability to impose reasonable restrictions and guidelines on investing in certain securities, types of securities or industry sectors. We expect all such restrictions to be timely communicated to us. Client restrictions and guidelines could negatively affect investment performance. Clients must inform us of any changes to their financial circumstances, investment objectives or risk tolerance, or of any modifications or restrictions that are imposed on the management of the client's account. In this manner, our firm can better serve clients' needs. Account management and supervision is guided by the client and market conditions. We manage clients' investment accounts on a discretionary and non-discretionary basis. We will monitor the portfolio's performance on an ongoing and continuous basis, unless otherwise agreed, and will make adjustments and reallocations as necessary due to changes in market conditions and the client's circumstances, as communicated to us. For our discretionary asset management services, we will receive a limited power of attorney to effect securities transactions on behalf of a client. You retain the ability to limit our discretionary authority by providing us with a written communication that details restrictions and other guidelines. Unless otherwise agreed to by the client and the firm, if we manage your account on a non-discretionary basis, we will have the ongoing responsibility to make investment recommendations based on your individualized investment strategy or we will develop and implement an asset allocation strategy, which we will continuously monitor and supervise. However, unlike discretionary accounts, we would first be required to obtain your approval before executing transactions. Requests for approval will be communicated via electronic mail to an authorized account or via a telephone call to an authorized phone number. The client will be responsible for responding in a timely manner. Our services encompass asset management designed to assist clients in meeting their financial goals using financial investments. We explore different types of investment options and strategies in the design of a client's circumstances. Our investment recommendations are not limited by any specific product or service offered by a broker-dealer or custodian. Most commonly, these recommendations will generally include,
• Exchange listed securities, and securities traded over the counter
• Mutual funds
• Exchange-traded fund shares
• Options
• Separate accounts; and
• Money market funds and other cash instruments Less commonly, we will also provide advice regarding the following security types:
• Cryptoassets (see Cryptoasset Investment Management section below)
• Closed end fund shares
• Certificates of deposit
• Corporate debt securities
• Municipal securities
• U.S. governmental securities
• Variable (No-Load) annuity products (not held by our custodian)
• Private fund and Private Placements Each type of security or product has its own unique set of risks associated with it, and it would not be possible to list all the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Because some types of investments involve certain additional degrees of risk, they will only be recommended and implemented when consistent with the client's risk tolerance, investment objectives, and where the investment is determined to be suitable. Our Firm uses Betterment for Advisors, a digital wealth management platform, for small account solutions. Betterment LLC (“Betterment”), a registered investment advisor, may serve as a sub-advisor to some of our clients. Betterment is an unaffiliated advisor to our firm. In some cases, our firm may use Betterment’s platform for custom portfolio strategies and other services, including but not limited to the following:
• Goal-Based Investment Management: Betterment’s goal-based investment platform allows Advisors and Clients to identify multiple investment goals for each Client, each with specific portfolio allocations;
• Portfolio Construction Tools: Advisor and Advisor’s Clients have access to a set of Betterment constructed portfolio strategies, third-party model portfolio strategies, or, if applicable, Advisor constructed custom portfolio strategies (described below), each of which is comprised of low cost, index-tracking exchange-traded funds or mutual funds (the latter only for advisors who are approved to construct portfolios with Dimensional Fund Advisors mutual funds), and are able to customize the risk-level for each investment goal (collectively “traditional securities portfolios”);
• Automated Investment Management Services: Betterment’s algorithms automate back-office tasks such as trading, portfolio management, and account rebalancing;
• Website and Mobile Application: Betterment’s website and mobile application provide a platform for account access and monitoring and delivery of account documentation and notices; and
• Advisor Dashboard: Advisors have access to a dashboard for purposes of monitoring and managing Client accounts. Cryptoassets Investment Management Services We offer Cryptoassets Investment Management services to our clients where requested and if suitable given the client’s investment objectives and risk tolerance. The fees associated with cryptoassets are separate and in addition to the contractual disclosed ongoing financial planning or investment management fees charged and collected by the firm. Clients will be required to complete a separate addendum for these services. The additional Cryptoassets fees and how they are to be billed are disclosed in Item 5. Financial Planning and Financial Consulting Services Our firm also provides financial planning and consulting services. Depending on your particular circumstance, such services could include a comprehensive evaluation of your financial situation by using currently known facts and variables, or it might focus on a few items of particular importance to you. Generally, such financial planning services will involve preparing a financial plan or rendering a financial consultation for clients based on the client's current situation, financial goals and objectives. For financial consulting clients, we will usually not provide a written summary of our observations and recommendations, as the process is a less formal engagement. Regardless

of the nature of the service, the implementation of all recommendations will be at the client's discretion. A financial plan or financial consultation will address one or more of the following areas:
• Financial Position: Understanding of a client's current financial situation. Sources of evaluation include income, expenses, assets, liabilities, etc.
• Investment Planning: Determining the most suitable way to structure investments to meet financial goals, and determine the appropriate account type (e.g., joint tenants, IRA, Roth IRA, etc.)
• Personal Tax Planning: Evaluating the current tax situation to help minimize a client's taxes and find more profitable ways to use the extra income generated.
• Retirement Planning: Assessing retirement needs to help a client determine how much to accumulate, as well as distribution strategies designed to create a source of income during retirement years.
• Credit Planning: Evaluating a client's credit needs.
• Insurance Planning and Risk Management: Evaluating the client's insurance needs and reviewing insurance policies and the like.
• Estate Planning: Reviewing the client's cash needs at death, income needs of surviving dependents and estate planning goals.
• Education Planning: Reviewing the educational needs for the client and his/her family, along with planning for educational expenses.
• Charitable Planning: Providing strategic charitable giving plans for clients and researching and evaluating charitable entities and private foundations.
• Mortgage/Debt Analysis: Analyzing client's current mortgage debt, home equity, and financing alternatives.
• Review of Employee Benefit Plans: Reviewing the client's investment options, allocation models and historical performance of client assets held through employee benefit plans.
• Business Consulting: We offer consulting and advisory services for business owners and entrepreneurs. Services can include advice on business structure, cash flow analysis, projections, growth & strategic planning, employee benefits, risk analysis, and advice pertaining to loans pursuant to operations and payroll, including loans related to We gather information through interviews and review of documents provided by the client, including questionnaires. Information gathered includes the client's current financial status, future goals, investment objectives, risk tolerance and family circumstances. Typical financial planning or financial consultation services include one or more of each of the service components. A financial plan could require the services of a specialist such as an insurance specialist, attorney or tax accountant. We will recommend third-party service providers if we feel it is appropriate and in your best interest, but the client is under no obligation to use any service provider recommended by us. Likewise, the client is under no obligation to act on our financial planning recommendations. We do not receive referral or other fees from third-party service providers. Financial plans and consultations are based on the client's financial situation at the time we present the financial plan or consultation to the client, and on the information provided to us. The client must promptly notify us if his/her financial situation, goals, objectives or needs change. Certain assumptions are made with respect to interest rates, inflation rates, and use of past trends and performance of the market and economy. Past performance is in no way an indication of future performance. We do not offer any guarantees or promises that a client's financial goals will be met. Qualified Plan Consulting and Participant Investment Consulting Services We provide retirement plan and pension consulting services to employer plan sponsors on a continuous and ongoing basis pursuant to Section 3(21) and 3(38) of Employee Retirement Income Security Act of 1974 ("ERISA"). Generally, such retirement plan consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. Services may include:
• Establishing an Investment Policy Statement – our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives.
• Investment Options: We will work with the client to evaluate existing investment options and make recommendations for appropriate changes.
• Asset Allocation and Portfolio Construction: We will make recommendations regarding asset allocation models to be offered to plan participants and will assist the client in structuring the portfolio based upon the investment policy statement of the plan.
• Investment Monitoring: We will regularly monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility.
• Participant Education: We will educate plan participants regarding investment options offered within the qualified plan. As part of our retirement plan consulting services, we are responsible for arranging and effecting changes in the plan on behalf of the plan and plan participants. Client Assets Under Management As of December 31, 2023, our total assets under management were approximately $1,148,400,486. We managed $674,351,011 in client assets on a discretionary basis and $474,049,475 in client assets on a non-discretionary basis. Information Regarding Potential Conflicts of Interest Although we seek to avoid them, our firm has actual or potential conflicts of interest arising from our advisory services. These include, but are not limited to:
• Conflicts related to allocating time and resources between client accounts, allocation of brokerage commissions and investment opportunities. For further information on our brokerage and allocation policies, and related conflicts of interest, please refer to Item 12 below.
• Conflicts related to asset-based fees. At times our investment professionals will recommend that a client move assets from another investment account to one managed by our firm. This would result in a higher total advisory fee for that investment professional and generate revenue for the firm. There is therefore a conflict of interest whenever we encourage clients to move their assets to our firm. For further information, please refer to Item 5 which discusses the fees we earn when providing advisory services.
• Conflicts related to one or more of our investment advisor representatives also being licensed as an independent insurance agent through licensed insurance brokers. For further information, please refer to Item 10 below.
• Conflicts related to investing in securities recommended to clients and contemporaneous trading of securities (i.e., personal trading) by the firm and its related persons. Please refer to Item 11 for further information.
• Conflicts related to third parties. When appropriate, we will recommend third parties to advise a client on matters including but not limited to: legal, tax or accounting advice. These recommendations are sometimes made because of existing relationships our firm and its employees have with these groups or individuals. We do not currently have any formal solicitor or referral arrangements, when referring out the aforementioned services. Actual or potential conflicts of interest generally can be addressed in several ways, including prohibiting the conduct that gives to the conflict of interest, implementing procedures to prevent a person from gaining or utilizing knowledge that potentially give rise to a conflict; establishing parameters for conduct that are designed to protect client interests or limit the benefit that creates the conflict of interest, or disclosing the conflict of interest to our clients. Our firm has adopted a Code of Ethics. (Please refer to Item 11 below for further information on our Code of Ethics) and we also have policies and procedures in place to mitigate and address conflicts of interest. We believe that such policies and procedures are reasonably designed to treat clients equitably and to advance the best interests of the clients. The clients' best interest is paramount in any situation involving a conflict of interest.