General Information Tyner Capital Management Investment Counsel, Inc. ("Tyner Capital Management") was formed in 1993, and provides portfolio management services to its clients.
Paul Tyner is the sole principal owner of Tyner Capital Management. Please see Brochure Supplement, Exhibit A, for more information on Mr. Tyner.
As of December 31, 2023, Tyner Capital Management managed $210,244,667 on a discretionary basis, and zero assets on a non-discretionary basis.
SERVICES PROVIDED The firm specializes in the management of equity portfolios through fundamental research and a disciplined investment process. Our primary objective is the long-term real growth of our clients' capital. This is accomplished through investments in companies with relatively favorable attributes which offer appreciation potential from: Value - Through the purchase of shares at prices favorable to a company's real financial worth; and Growth - Through a high return on shareholders' capital, earnings momentum, and cash flow.
At the outset of each client relationship, Tyner Capital Management 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, Tyner Capital Management 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" or "Profile"); and
•the client's investment objectives and guidelines (the "Investment Plan" or "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 Tyner Capital Management will make or recommend on behalf of the client to meet those goals. The Profile and the 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, Tyner Capital Management 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 Tyner Capital Management based on updates to the client's financial or other circumstances. 4 To implement the client's Investment Plan, Tyner Capital Management will manage the client's investment portfolio on a discretionary or a non-discretionary basis. As a discretionary investment adviser, Tyner Capital Management will have the authority to supervise and direct the portfolio without prior consultation with the client. Under a non-discretionary arrangement, clients must be contacted prior to the execution of any trade in the account(s) under management. This may result in a delay in executing recommended trades, which could adversely affect the performance of the portfolio. This delay also normally means the affected account(s) will not be able to participate in block trades, a practice designed to enhance the execution quality, timing and/or cost for all accounts included in the block. In a non-discretionary arrangement, the client retains the responsibility for the final decision on all actions taken with respect to the portfolio. Notwithstanding the foregoing, clients may impose certain written restrictions on Tyner Capital Management 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 Tyner Capital Management.
Retirement Plan Advisory Services Establishing a sound fiduciary governance process is vital to good decision-making and to ensuring that prudent procedural steps are followed in making investment decisions. Tyner Capital Management will provide Retirement Plan consulting services to Plans and Plan Fiduciaries as described below. The particular services provided will be detailed in the consulting agreement. The appropriate Plan Fiduciary(ies) designated in the Plan documents (e.g., the Plan sponsor or named fiduciary) will (i) make the decision to retain our firm; (ii) agree to the scope of the services that we will provide; and (iii) make the ultimate decision as to accepting any of the recommendations that we may provide. The Plan Fiduciaries are free to seek independent advice about the appropriateness of any recommended services for the Plan. Retirement Plan consulting services may be offered individually or as part of a comprehensive suite of services.
The Employee Retirement Income Security Act of 1974 ("ERISA") sets forth rules under which Plan Fiduciaries may retain investment advisers for various types of services with respect to Plan assets. For certain services, Tyner Capital Management will be considered a fiduciary under ERISA. For example, Tyner Capital Management will act as an ERISA § 3(21) fiduciary when providing nondiscretionary investment advice to the Plan Fiduciaries by recommending a suite of investments as choices among which Plan Participants may select. Also, to the extent that the Plan Fiduciaries retain Tyner Capital Management to act as

an investment manager within the meaning of ERISA § 3(38), Tyner Capital Management will provide discretionary investment management services to the Plan.
5 With respect to any account for which Tyner Capital Management meets the definition of a fiduciary under Department of Labor rules, Tyner Capital Management acknowledges that both Tyner Capital Management and its Related Persons are acting as fiduciaries. Additional disclosure may be found elsewhere in this Brochure or in the written agreement between Tyner Capital Management and Client.
Fiduciary Consulting Services
•Investment Selection Services Tyner Capital Management will provide Plan Fiduciaries with recommendations of investment options consistent with ERISA section 404(c). Plan Fiduciaries retain responsibility for the final determination of investment options and for compliance with ERISA section 404(c).

•Non-Discretionary Investment Advice Tyner Capital Management provides Plan Fiduciaries and Plan Participants general, non- discretionary investment advice regarding asset classes and investments.

•Investment Monitoring Tyner Capital Management will assist in monitoring the plan's investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformation to the guidelines set forth in the investment policy statement and Tyner Capital Management will make recommendations to maintain or remove and replace investment options. The details of this aspect of service will be enumerated in the engagement agreement between the parties.
Fiduciary Management Services
•Discretionary Management Services When retained as an investment manager within the meaning of ERISA § 3(38), Tyner Capital Management provides continuous and ongoing supervision over the designated retirement plan assets.
Tyner Capital Management will actively monitor the designated retirement plan assets and provide ongoing management of the assets. When applicable, Tyner Capital Management will have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated retirement plan assets in our sole discretion without first consulting with the Plan Fiduciaries. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers and dealers and the qualified custodian(s) of the Plan for our management of the designated retirement plan assets.

•Discretionary Investment Selection Services Tyner Capital Management will monitor the investment options of the Plan and add or remove investment options for the Plan without prior consultation with the Plan Fiduciaries. Tyner Capital Management will have discretionary authority to make and implement all decisions regarding the investment options that are available to Plan Participants.

•Investment Management via Model Portfolios Tyner Capital Management will provide discretionary management of Model Portfolios among which the participants may choose to invest as Plan options.
6 Non-Fiduciary Services
•Participant Education Tyner Capital Management will provide education services to Plan Participants about general investment principles and the investment alternatives available under the Plan. Education presentations will not take into account the individual circumstances of each Plan Participant and individual recommendations will not be provided unless a Plan Participant separately engages Tyner Capital Management for such services. Plan Participants are responsible for implementing transactions in their own accounts.

•Participant Enrollment Tyner Capital Management will assist with group enrollment meetings designed to increase retirement Plan participation among employees and investment and financial understanding by the employees.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, 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 is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. We benefit financially from the allocation of assets to an equities portfolio versus a bond portfolio as we will earn a higher management fee. As a fiduciary, we recommend the client allocate rollover assets consistent with the client's investment objectives.
7