TD Capital is an investment advisory business located in Memphis, TN. Organized as a Limited Liability Company, the firm was formed in 1996 and is owned by the Nimrod Gordon Thompson Revocable Trust for Membership Interests, Jere Matthews Sights, Jr., John R. Harrell, CFP®, Christopher L. Lacy, CFP®, Margaret C. Campbell, N. “Rod” Gordon Thompson, Jr., CFP® and Jere Matthews Sights, III, CPA, PFS. Please see Brochure Supplements, Appendix A, for information on individuals who formulate investment advice and have direct contact with clients, or have discretionary authority over client accounts. The firm, TD Capital Management LLC, has been in continuous operation since its founding in 1996 and (as of December 31, 2022) managed $845,744,960 of regulatory assets under management. All portfolio management is performed under discretionary authority as granted by the clients of the firm. At the outset of each client relationship, TD Capital spends time with the client, asking questions, discussing the client’s investment experience and financial circumstances, and reviewing options for the client. Based on its reviews, TD Capital generally develops with each client:
• a financial outline for the client based on the client’s financial circumstances and goals, and the client’s risk tolerance level (the “Financial Profile”); and
• the client’s investment objectives and guidelines (the “Investment Plan”). The Financial Profile is a reflection of the client’s current financial picture and a look to the future goals of the client. The Investment Plan outlines the types of investments TD Capital will make on behalf of the client in order to meet those goals. The Financial Profile and the Investment Plan are discussed regularly with each client, but are not necessarily written documents. Portfolio Management As described above, at the beginning of a client relationship, TD Capital meets with the client, gathers information, and performs research and analysis as necessary to develop the client’s Investment Plan. The Investment Plan will be updated from time to time when requested by the client, or when determined to be necessary or advisable by TD Capital based on updates to the client’s financial or other circumstances. To implement the client’s Investment Plan, TD Capital manages the client’s investment portfolio on a discretionary basis. As a discretionary investment adviser, TD Capital has the authority to supervise and direct the portfolio without prior consultation with the client. TD Capital may also recommend fixed income portfolios to investment management clients, which consist of managed accounts of individual bonds. TD Capital will request discretionary authority within the Investment Management Agreement from investment management clients to manage fixed income portfolios, including the discretion to retain a third-party fixed income manager. Pursuant to its discretionary authority granted by the Client in the Investment Management Agreement, TD Capital may retain a fixed income securities manager. The fixed income securities manager will be provided with the discretionary authority to invest client assets in fixed income securities consistent with the client’s Financial Profile/Investment Plan. The manager will also monitor the account for changes in credit ratings, security call provisions, and tax-loss harvesting opportunities (to the extent that the manager is provided with cost basis information). Notwithstanding the previous paragraph, clients may impose certain reasonable restrictions on TD Capital in the

management of their investment portfolios, such as prohibiting the inclusion of certain types of investments in an investment portfolio or prohibiting the sale of certain investments held in the account at the commencement of the relationship. Each client should note, however, that restrictions imposed by a client may adversely affect the composition and performance of the client’s investment portfolio. Each client should also note that his or her investment portfolio is treated individually by giving consideration to each purchase or sale for the client’s account. For these and other reasons, performance of client investment portfolios within the same investment objectives, goals and/or risk tolerance may differ and clients should not expect that the composition or performance of their investment portfolios would necessarily be consistent with similar clients of TD Capital. TD Capital does not participate in “wrap fees” accounts or arrangements, does not receive any form of brokerage commissions or transaction fees, and does not participate in any “soft dollar” arrangements. All fees are paid directly by the clients and adhere to the schedule noted in the next section. Financial Planning and Consulting Services TD Capital also provides advice in the form of Financial Planning. Clients purchasing this service may receive various written financial reports, providing the client with detailed financial information designed to achieve their stated financial goals and objectives. In general, the financial plan will address any or all of the following areas of concern:
• Personal: Family records, budgeting, personal liability, estate information and financial goals.
• Education: Education IRAs, financial aid, state savings plans, grants and general assistance in preparing to meet dependent’s continuing educational needs through development of an education plan.
• Risk: Review of existing insurance policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile.
• Tax & Cash Flow: Income tax and spending analysis and planning for past, current and future years.
• Death & Disability: Cash needs at death, income needs of surviving dependents, estate planning and disability income analysis.
• Retirement: Analysis of current strategies and investment plans to help the client achieve his or her retirement goals.
• Investments: Analysis of current and alternative investment holdings and costs, examining the potential long-term effects on a client’s portfolio, recommending appropriate investment options, allocations, or adjustments. TD Capital gathers required information through in-depth personal interviews. Information gathered includes a client’s current financial status, future goals and attitudes towards risk. Related documents supplied by the client are carefully reviewed and a written report is typically prepared. Should a client choose to implement the recommendations in the plan, TD Capital suggest the client work closely with his/her attorney, accountant or insurance agent. Implementation of financial plan recommendations is entirely at the client’s discretion. Clients are encouraged to review their plan on a regular basis, especially if there are any changes in their financial situation, goals, need, or investment objectives. Pursuant to a separate, signed engagement letter, TD Capital also provides financial consulting services on various topics for clients. Clients should refer to the engagement letter for specific topics, deliverables, and terms.