A. Black Capital Management, LLC (“Black Capital”) is a limited liability company formed on February 10, 2006 in the state of Missouri. Black Capital became registered as an Investment Adviser Firm in October 1987. Black Capital is solely owned by Terry Black, Black Capital’s Managing Member. B. As discussed below, Black Capital offers to its clients (individuals, pension and profit sharing plans, corporations, business entities, trusts, estates and charitable organizations, etc.) investment advisory services on a non-discretionary and/or discretionary basis. Black Capital does not provide financial planning or consulting services. INVESTMENT ADVISORY SERVICES Black Capital Management provides professional investment advisor’s services specializing in the management of balanced and equity portfolios for employee benefit plans, corporate investment funds and portfolios of individual and family assets. The firm concentrates its investments in equities, fixed income and cash equivalent securities, thereby customizing a portfolio program for the long-term investor. The client can determine to engage Black Capital to provide non-discretionary and/or discretionary investment advisory services on a fee-only basis. Black Capital’s annual investment advisory fee shall be based upon a percentage (%) of the market value and type of assets placed under Black Capital’s management between negotiable and 1.00%. MISCELLANEOUS No Financial Planning or Non-Investment Consulting/Implementation Services: Black Capital does not provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. We do not serve as an attorney, accountant, or insurance agency, and no portion of our services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents, tax returns or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for certain non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). You are 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 made by Black Capital or its representatives. If the client engages any unaffiliated recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not Black Capital, shall be responsible for the quality and competency of the services provided. Non-Discretionary Service Limitations: Clients that determine to engage Black Capital on a non-discretionary investment advisory basis must be willing to accept that Black Capital cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Therefore, in the event of a market correction during which the client is unavailable, Black Capital will be unable to effect any account transactions without first obtaining the client’s consent. Retirement Rollovers – Potential for 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 Black Capital recommends that a client roll over their retirement plan assets into an account to be managed by Black Capital, such a recommendation creates a conflict of interest if Black Capital will earn new (or increase its current) compensation as a result of the rollover. If Black Capital provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Black Capital is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Black Capital, whether it is from an employer’s plan or an existing IRA. Black Capital’s Chief Compliance Officer, Taylor M. Black, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Use of Mutual and Exchange Traded Funds: Black Capital utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Black Capital’s investment advisory fee described below, and transaction and/or custodial fees discussed above, 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 mutual funds and exchange traded funds utilized by Black Capital are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by Black Capital independent of engaging Black Capital as an investment advisor. However, if a prospective client does so, then they will not receive Black Capital's initial and ongoing investment advisory services. Cash Positions: Black Capital continues to treat cash as an asset class. As such, unless determined to the contrary by Black Capital, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Black Capital’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Black Capital may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market

advances. Depending upon current yields, at any point in time, Black Capital’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts: Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Black Capital shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Black Capital reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Black Capital actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Black Capital unmanaged accounts. ANY QUESTIONS: Black Capital’s Chief Compliance Officer, Taylor M. Black, remains available to address any questions that a client or prospective client may have regarding the above. Portfolio Activity: Black Capital has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Black Capital will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Black Capital determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Other Assets. A client may:
• hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of Black Capital. Generally, with potential exceptions, Black Capital does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by Black Capital will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Black Capital) will be profitable or equal any specific performance level(s). In addition, there may be other securities and/or accounts owned by the client for which Black Capital does not maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which Black Capital does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by Black Capital, Black Capital shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent; (3) shall generally consider these securities as part of the client’s overall asset allocation; (4) report on such securities/accounts as part of regular reports that may be provided by Black Capital; and, (5) include the market value of all such securities for purposes of calculating advisory fee. ANY QUESTIONS: Black Capital’s Chief Compliance Officer, Taylor M. Black, remains available to address any questions regarding the above. Client Obligations: In performing its services, Black Capital 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. Moreover, each client is advised that it remains their responsibility to promptly notify Black Capital if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Black Capital’s previous recommendations and/or services. Disclosure Brochure: A copy of Black Capital’s written Brochure and Client Relationship Summary as set forth on Part 2A of Form ADV and Form CRS, respectively, shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement. C. Black Capital shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Black Capital shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on Black Capital’s services. D. Black Capital does not participate in a wrap fee program. E. As of December 31, 2023, Black Capital had $12,500,000 in assets under management on a discretionary basis, and 113,700,000 non-discretionary basis, for a total of $126,200,000 in total assets under management.