4.A - Firm Description CapSouth Partners, Inc. (“CapSouth”, “ADVISER”, “we”, or “us”), dba CapSouth Wealth Management, was founded in 2001 by Donald P. Bolden. There are currently 21 employees composed of 11 investment advisory representatives and 10 administrative staff employees. The team includes four Certified Financial Planner® designees, one Chartered Financial Consultant designee, one Chartered Financial Analyst® designee, one CPA designee, three CRPS designees, and one attorney. The firm is federally registered with the SEC (Securities and Exchange Commission) as an Investment Advisor (Being registered with the SEC does not imply a certain level of skill or expertise). Donald P. Bolden is the Principal Owner of CapSouth Partners, Inc. 4.B - Types of Advisory Services Offered CapSouth offers one or more of the following advisory services, where appropriate, to individuals, high net worth individuals, pension and profit sharing plans, trusts, estates or charitable organizations, corporations or other business entities: ● Investment management services (Discretionary & Non-discretionary) ● Financial planning services ● Institutional consulting services ● Consulting services to individual clients At the start of a client relationship, CapSouth will identify a client's financial background, prior investment experience, investment objectives, goals, restrictions (if any), and risk tolerances, among other things. This information is used in determining which planning recommendations are appropriate for the client and/or which investment recommendations are suitable for the client. CapSouth will update this information on a periodic basis. We also advise all clients to notify us immediately if there are any changes to their financial situation, investment objectives, and/or goals. 4.B.i - Investment Management Services Discretionary Investment Management CapSouth manages some client assets on a discretionary basis. A client who has given CapSouth discretionary management over an account has granted to CapSouth the discretion to select securities, asset amounts to be invested in a security, and the timing of any trades. CapSouth manages accounts that are under discretion in the following ways: 1. CapSouth managed investment strategies 2. Automated investment program managed by CapSouth 3. Advisor managed investment strategies 4. Utilization of a sub-advisor (“Sub-Manager”) to perform the investment selection, allocation of investments and trading within the account. 1. CapSouth builds and manages investment strategies and makes these strategies available to clients. These are allocations designed to meet a particular investment goal. These strategies may contain stocks, bonds, no-load mutual funds, eligible load-waived mutual funds, ETFs, covered call options and other investments. Discretionary strategies are managed by Marshall P. Bolden. 2. CapSouth offers an automated investment program (“Program”) through which clients are invested in a range of investment strategies we have constructed and manage, each consisting of a portfolio of exchange-traded funds (“ETFs”) and a cash allocation. The client may instruct us to exclude up to three ETFs from their portfolio. The client’s portfolio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“CS&Co”). We use the Institutional Intelligent Portfolios® platform (“Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of CS&Co., to operate the Program. We are independent of and not owned by, affiliated with, or sponsored or supervised by SPT, CS&Co., or their affiliates (together, “Schwab”). We, and not Schwab, are the client’s investment advisor and primary point of contact with respect to the Program. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for the Program. The Platform enables us to make the Program available to clients online and includes a system that automates certain key parts of our investment process (the “System”). The System includes an online questionnaire that helps us determine the client’s investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that we will recommend a portfolio via the System in response to the client’s answers to the online questionnaire. The client may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but we then make the final decision and select a portfolio based on all the information we have about the client. The System also includes an automated investment engine through which we manage the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). 3. Investment Advisor Representatives of CapSouth can select the individual investments that are utilized in a client account on a discretionary basis as opposed to utilizing a Sub-Manager or a CapSouth portfolio. These accounts usually contain stocks, no-load mutual funds, eligible load-waived mutual funds, ETFs, and CDs. These accounts are managed based upon the client’s specific goals and objectives for the account and based upon any applicable tax considerations of the account. 4. CapSouth may outsource the investment management of an account to a Sub- Manager. For the assets directed to a Sub-Manager for services, its responsibility includes the authority to:
• exercise discretion to determine the types of securities bought and sold, along with the percentage allocation
• apply its discretion as to when to buy and sell
• apply its discretion as to the timing of transactions
• select the broker‐dealer for execution of securities transactions, if appropriate, and
• take other portfolio management actions ADVISER delegates or deems appropriate Upon request, ADVISER will provide clients with information about any Sub‐ Manager to which ADVISER has referred client assets. This information may include content provided by a Sub‐Manager explaining its investment style, or an explanation from ADVISER describing the Sub‐Manager’s investment style. Additionally, upon request, ADVISER will provide clients with a copy of the Sub‐Manager’s Form ADV, Part 2A. Client has the right to request reasonable restrictions on the management of their assets, including restricting the appointment of any and all Sub‐Managers to manage their assets. ADVISER has the right to reject client restriction requests if it cannot reasonably comply with the request based on ADVISER’s service offerings and capabilities. Client should look to ADVISER, rather than the Sub‐Manager, with respect to carrying out any restrictions set forth by client. The primary Sub-Managers that we utilize for the investment management of accounts are United Capital Financial Advisers, LLC (“United Capital”), Trademark Capital Management Inc. (“Trademark”), and 55I LLC. CapSouth can and does utilize other Sub-Managers. For certain client assets, ADVISER outsources a portion of the investment management to Sub-Managers; Sub-Managers are not affiliated with ADVISER. Sub- Managers are granted limited discretionary investment authority over assets that ADVISER assigns to them. Any authority of a Sub-Manager only applies to the specific assets, within the client’s custodial account, for which Sub-Manager has been appointed as the discretionary manager. Sub-Manager shall not provide investment advice, or have any advisory responsibility to the client, beyond the assets for which it is appointed as Sub‐Manager. Discretionary Investment Management: Held Away Accounts CapSouth can provide discretionary investment management services to client accounts held outside our primary custodians and for which CapSouth is not the investment advisor (“Held Away Acounts”). In order to manage certain types of Held Away Accounts, we will utilize a third-party platform provided to us by Pontera Solutions, Inc. (respectively, the “Pontera Platform” and “Pontera”). The Pontera Platform allows us to avoid having custody of client funds and securities since we do not have direct access to client log-in credentials to affect trades. Where these services are requested, a link will be provided to the client allowing them to connect the Held Away Accounts they desire CapSouth to manage via the Pontera Platform. Once client’s accounts are connected to the Pontera Platform, CapSouth will review the current account allocations. We will monitor the account on an ongoing basis and when deemed necessary and appropriate, rebalance the linked accounts in consideration of the client’s unique investment goals, needs, and limitations. We are not affiliated with Pontera in any way and receive no compensation from Pontera in connection with our use of the Pontera Platform. Clients are advised that our management of accounts via the Pontera Platform is subject to the limitations and restrictions imposed by the underlying sponsor, issuer, and/or custodian of the client’s Held Away Accounts. Clients understand that our investment of the assets held within such accounts is limited to allocation of the client’s assets among the various investment options made available by the account sponsor, issuer, or custodian. Nondiscretionary Investment Management We provide nondiscretionary portfolio management services to clients. Investment Advisor Representatives use the client’s investment objectives and risk tolerance when making recommendations to clients. Trades are entered only with the consent and approval of the client. We may also enter non-solicited trades per the client’s request. 4.B.ii - Financial Planning Services Specific planning services to be provided to any client will vary based upon the client’s situation and needs and will be specified in the agreement executed by the client and CapSouth. In the provision of planning services, Capsouth will often provide a consolidated financial summary of accounts to clients; data included usually contains information about accounts for which CapSouth does not manage or advise the client. As such, no inference should be drawn that CapSouth serves as the adviser on all securities listed in a consolidated financial summary. For client assets that CapSouth is not contracted to manage, it will not actively supervise those assets. Financial planning services are typically offered and provided on an ongoing basis unless the agreement between CapSouth and the client specifies the planning is a one-time service. For ongoing services, CapSouth will meet with the client at least annually and will periodically update the financial plan and provide other services as requested by the client. CapSouth has three levels of financial planning services. The specific level of planning a client will receive will be specified in the agreement executed by the client and CapSouth. Guidance Services (basic financial planning) CapSouth offers planning services designed to meet individual clients’ specific needs. These services may include one or more of the following and may also include other services specific to the client:
• Development of a financial plan
• Asset allocation reviews of accounts held in ERISA plans
• Insurance needs analysis limited to life, disability and long term care insurance
• Education planning The Guidance program is provided through Moneyguide. Clients can receive online access to Moneyguide through which they can view details of their plan. The plan is updated every two to three years, or as needed, as long as the client provides us with updated personal information. Wealth Management Services Wealth Management services include the services offered within Guidance services. These services may also include one or more of the following and may also include other services specific to the client:
• Cash flow planning
• Management of concentrated stock positions
• Review of corporate stock options, restricted stock units, and deferred comp plans for which client is eligible and or participating in
• Charitable planning
• Tax loss management
• Review of estate plan documents
• Special needs planning
• Coordination with client’s tax and legal advisors Private Wealth Services Private Wealth services include the services offered within Guidance and Wealth Management. Private Wealth services are primarily tailored to those clients with generational legacy considerations and/or business owners. These services may include one or more of the following and may also include other services specific to the client:
• Advanced investment strategies such as options trading or private placements
• Generational family legacy planning
• Business owner consulting in the areas of:  Company stock plans  Operating agreements  Business transfers  Key person planning One Time Planning (no ongoing review or updates) This service is designed to build a point in time plan with no ongoing assistance, planning reviews, or plan updates. Clients that prefer a One Time Plan will select a service level and specific services to be provided; this will be detailed in the agreement executed between the client and CapSouth. Online access to MoneyGuide will be provided upon request so the client can view their financial plan. A hard copy will also be provided upon request. A One Time Plan can be transitioned to an ongoing relationship per the client’s request at the completion of the One Time Plan. 4.B.iii - Institutional Consulting Services CapSouth provides several advisory services separately or in combination to institutional clients. The primary clients for these services are defined

benefit and defined contribution pension retirement plans. Institutional Consulting Services are comprised of several distinct services. Clients can choose from any or all the services offered by CapSouth. Investment Policy Statement (IPS) We will meet with the client to determine the investment goals, objectives, policies, constraints and risk tolerance. We will then prepare a written IPS stating those goals and objectives. The IPS will provide guidance for the selection of investment options and the procedures and timing interval for the monitoring of the selected investment options. The client is responsible for review and final approval of the IPS. No assurance can be given that the client will achieve the investment objectives in the IPS. For clients with existing pension or profit sharing plans, we will evaluate any existing IPS and current investment options. We will then meet with the client to discuss and revise, as necessary, the plan’s investment objectives and to revise the IPS if necessary. Investment Manager / Mutual Fund Search Report (for non 3(38) clients or non- discretionary clients) We will provide an Investment Manager/Mutual Fund Search Report consistent with the mutually agreed upon level of analysis. This report will be designed to provide the client with a list of investment managers whose investment philosophies and policies are, in the judgment of CapSouth Partners, compatible with the client’s investment objectives, policies, constraints and risk tolerance, as stated in the IPS. It is the client’s decision as to which investment managers to retain, and CapSouth does not assume responsibility for the client’s selection of an investment manager or the manager’s investment decisions or performance. An investment manager’s past performance is not necessarily indicative of future performance. Ongoing Investment Manager Due Diligence CapSouth will perform ongoing monitoring of the investment managers to ensure policy compliance within the established guidelines of the IPS. Performance Monitoring Reports CapSouth will periodically provide Performance Monitoring Reports based on the procedures and timing intervals stated in the IPS. The Performance Monitoring Reports will evaluate the performance of the client’s investments over various time periods as well as comparing various aspects of such performance to benchmarks and peer groups, as established in the IPS. Discretionary Fiduciary Services (ERISA Section 3(38) Investment Manager) We can also provide discretionary fiduciary services, acting as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (ERISA), solely with respect to the provision of investment advice as that term is defined under ERISA and will serve as an “investment manager” as defined in Section 3(38) of ERISA. A responsible plan fiduciary (“RPF”) (or an authorized delegate of this fiduciary) must first develop an investment policy statement (“IPS”). Once the IPS is established and approved, we can review the investment options available through the plan and will notify the plan’s record- keeper (platform provider) providing instructions to add, remove or replace specific “core” investment options to be offered to plan participants in accordance with the IPS guidelines. We can monitor the core investment options and, on a regular basis, provide reports to the RPF and provide instructions to the plan’s record-keeper (platform provider) to remove or replace investments as appropriate in light of the IPS criteria. When we are retained to provide discretionary fiduciary services, we will act as an Investment Manager and we will have the final decision-making authority with respect to removing or replacing investment alternatives in the core lineup, and the RPFs will not have any further responsibility to communicate instructions to any third-party service provider (unless required by a third-party service provider). This authority is limited to the plan’s core lineup. Should the client or a plan sponsor request investment options not recommended by CapSouth, these investment options will be considered non-core options. Employee Education and Communication For pension, profit-sharing and 401(k) plan clients in which participants exercise control over their own assets, CapSouth can also provide periodic educational support and investment workshops designed for the participants. The nature of the topics to be covered will be agreed upon by the client and CapSouth. The educational support and investment workshops will not provide Plan participants with individualized, tailored investment advice unless the Participant Advice feature detailed directly below is included in the services that CapSouth is contracted by the client to perform. Asset Allocation Models CapSouth can provide investment advice to the client with respect to the establishment and management of asset allocation models. The models shall: A. be based on generally accepted investment theories that take into account the historic, long term returns of different asset classes; B. assure that all material facts and assumptions on which the models are based accompany the models when presented to participants; C. be accompanied by a statement indicating that other investment alternatives having similar risk and return characteristics may be available, dependent upon the other investment options the plan sponsor has chosen to make available within the plan, and identifying where information on those investment alternatives can be obtained; and D. be accompanied by a statement indicating that, in applying particular asset allocation models to their individual situations, participants or beneficiaries should consider their other assets, income, and investments in addition to their interests in the plan. The participants have the option of selecting their own asset allocation and managing the investments themselves or to select one of the asset allocation models. These models are usually comprised of the funds that the participant has access to through the plan. CapSouth will notify the plan provider to make changes to these models without the participant’s prior approval. The client (Plan Sponsor) retains, and will exercise, final decision-making authority over the selection and monitoring of the investment options within the plan. Participants may transfer their accounts out of the models per the Plan's administrative guidelines and per any trading restrictions, requirements, or applicable fees. Participants can enroll in this program either at the time of plan enrollment or online after initial plan enrollment. Marshall P. Bolden and Anthony B. McCallister determine the asset allocations and make investment decisions for these models. Additional Services for Employee Benefit Plans: We can also consult with the plan sponsor in the areas of plan design, administration, and provider due diligence, request for proposals, fee negotiations, enrollment packages, and fiduciary responsibilities. The services to be offered will be determined by the client and will be specifically outlined in the contract. 4.B.iv – Other Consulting Services to Individual Clients Services may be provided that are not described above. These services will be clearly defined in the client’s contract. 4.C - Tailored Relationships Our advisory services or recommendations are tailored to the individual needs of clients. Client goals and objectives are discussed in meetings or through correspondence and are used to determine the recommendations to the client. The goals and objectives for each client are maintained electronically or in hard copy format. CapSouth will accept limited security restrictions from clients on accounts invested in the CapSouth managed investment strategies, discussed in section 4.B.i (1) above. CapSouth will accept limited security restrictions (up to 3 ETFs) from clients on accounts that CapSouth manages in the automated investment program (Program) as referenced in section 4.B.i (2) above. For accounts managed by CapSouth in which a Sub-Manager is utilized, reasonable client security restrictions may be permitted depending upon the investment strategy of the Sub- Manager that is selected by the client and the types of restrictions the client would like. 4.D – Wrap Fee Programs A wrap-fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which can include portfolio management and/or advice concerning the selection of other investment advisers) and the execution of client transactions. CapSouth does not participate in or sponsor any wrap fee programs. All of our services are provided on a non-wrap fee basis which means fees and expenses for execution of client transactions charged by the client’s broker/dealer and/or custodian are billed directly to the client’s account separately from our advisory fees. 4.E - Managed Assets As of December 31, 2023, CapSouth Partners, Inc. managed approximately: $762,931,550 of assets in 1578 accounts and 32 defined contribution plans. Approximately $322,844,781 is managed on a discretionary basis. Approximately $30,323,686 is managed on a non-discretionary basis. Approximately $409,763,083 is in defined contribution plans to which CapSouth provides continuous and regular supervisory services. 4.F – Miscellaneous Items FinLife Partners Service Offering In an effort to enhance the quality and breath of services that ADVISER provides to its Clients, ADVISER utilizes a suite of digitally powered technology solutions offered by FinLife Partners, a division of United Capital Financial Advisers, LLC (“FinLife Partners”). FinLife Partners provide access to its technology platform to the ADVISER that includes use of certain technology platform, training relating to use of such technology platform, and if elected by ADVISER certain clerical document and data compilation services. FinLife Partners is not in any way involved in, or responsible for, the individual investment management or guidance provided to Clients. The ADVISER pays FinLife Partners flat user fees for its technology implementation services. These technology user fees are offset by credits to ADVISER that vary depending upon the amount of assets ADVISER places in investments strategies for which United Capital is a Sub-Manager. As such, for certain services offered, Clients indirectly contribute to the payment of cost of services paid to FinLife Partners. Relating to the cost for services, ADVISER is financially incentivized to refer clients to United Capital, creating a conflict of interest. Financial incentives are described in Item 10.D below. ByAllAccounts CapSouth has the ability, through services provided by ByAllAccounts, Inc., to provide reporting services on investment assets that are not managed by CapSouth (“Excluded Assets”). CapSouth does not have trading access to these assets; as such, the client and any other advisor to these assets maintain all responsibility for trading of these assets and for the performance of these assets. CapSouth’s obligation(s) related to Excluded Assets is limited to performance reporting and potentially, if contracted to provide, to investment consulting. Implementation of any recommendations that CapSouth provides to a client related to Excluded Assets is the responsibility of the client or the advisor to the Excluded Assets. The client or their advisor to the Excluded Assets, and not CapSouth, is responsible for any trading errors, timing of trades, and/or any other errors related the trading or lack of trading of Excluded Assets. Client Responsibilities CapSouth does not verify the accuracy of information received from clients or from other professionals who work with clients. CapSouth will assume this information is accurate; it is the responsibility of the client to provide accurate information or to notify CapSouth if inaccurate information has been provided to us. Various planning services offered by CapSouth rely on the client providing requested information. The quality of these planning services may be adversely affected should the client not provide requested information, and CapSouth may not be able to complete some planning services should the client fail to provide requested information. In such cases, CapSouth will complete planning services to which we have contractually agreed to the extent possible; CapSouth will not be obligated to refund any portion of planning fees should we not be able to complete all the agreed upon services due to a client’s failure to provide requested information. It is also the responsibility of the client to promptly notify CapSouth of any pertinent changes in their financial situation, goals, and/or investment objectives. Retirement Plan Participants that are also Investment Management Clients & Retirement Plan Rollovers – Conflicts of Interest CapSouth Partners can be named as the Investment Advisor on a retirement plan in which a participant is also a private client of CapSouth. This dual relationship creates a conflict of interest if the client expresses interest in moving assets from the retirement plan into an account(s) for which CapSouth would provide Investment Management services. To mitigate this conflict of interest, CapSouth does not give participant distribution or rollover advice to participants in an ERISA plan. CapSouth will provide education as to the options a person has upon leaving an employer through which they have an account in an ERISA plan. These options include: 1. Leave their account in the former employer’s plan 2. Rollover their account to the new employer’s plan 3. Rollover their account to an IRA and/or Roth IRA 4. Cash out the account 5. Some combination of the above options If a client or potential client elects to use CapSouth as the advisor for a rollover to an IRA or Roth IRA account from an ERISA plan, a rollover disclosure form must be signed by the client and the CapSouth investment advisor representative of the client.