A. Waterloo Capital, L.P. Waterloo Capital, L.P. (dba “Waterloo Capital” and/or the “firm”) is a partnership organized under the laws of the State of Texas. Effective December 31, 2012, Waterloo Capital Management LLC acquired a controlling interest in Waterloo Capital, L.P. Waterloo Capital Management LLC is a single member limited liability company owned by John Chatmas. Waterloo Capital, L.P., is an SEC-registered investment advisory firm and provides investment advisory services to accomplished entrepreneurs. Waterloo Capital offers services through our network of investment advisor representatives (“Advisor Representatives” or “IARs”). IARs may have their own legal business entities whose trade names and logos are used for marketing purposes and may appear on marketing materials or client statements. Clients should understand that the businesses are legal entities of the IAR and not of Waterloo Capital. The IARs are under the supervision of Waterloo Capital, and the advisory services of the IAR are provided through Waterloo Capital. Waterloo Capital has the arrangement described above with the following Advisor Representatives: ▪ AMG Wealth Advisors ▪ Eberly Wealth Management, LLC ▪ Hap Neilsen Investments ▪ Ironclad Strategies, LLC ▪ Lighthouse Financial Advisors ▪ Market Street ▪ Strategic Capital ▪ TEAM Private Wealth Management A.1. Investment Management Services Waterloo Capital acts as portfolio managers for the program. The firm works with the client to identify his or her investment goals and objectives as well as risk tolerance in order to create an initial portfolio allocation designed to complement the client’s financial situation and personal circumstances. The portfolio may consist of a variety of investments including but not limited to equities, fixed income securities, mutual funds, and alternative investments. The investment strategies utilized depend on the client’s investment objectives and goals as provided to the firm. Portfolios are constructed along basic investment objective categories and focus primarily on a long-term buy and hold approach as opposed to short-term trading. Accounts are managed on a discretionary or non-discretionary basis, at the client’s discretion. The advisory representative may periodically rebalance the client’s account to maintain the initially agreed upon strategic and tactical asset allocation. However, no changes are made to the agreed-upon asset allocation nor are assets rebalanced in nondiscretionary accounts without prior client review and consent. Clients have the right to provide the firm with any reasonable investment restrictions in writing that should be imposed on the management of their portfolio, and to promptly notify the firm of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. Waterloo Capital will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Waterloo Capital will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. A.2. Fees and Compensation A.2.a. Fee Schedule Waterloo Capital offers investment management services on a fee-only basis. The fee is calculated based upon the market value of the assets in the client’s account on the last day of the previous quarter. The maximum annual fee for this service is 2.5%. Broker-dealers and other financial institutions that hold client accounts are referred to as custodians (“custodian/ broker-dealer”). The client’s custodian/broker-dealer determines the values of the assets in the client’s portfolio. Fees for the initial quarter are based on the value of the client’s cash and securities on the date the custodian/broker-dealer receives them and are prorated based upon the number of calendar days in the calendar quarter that the investment advisory agreement is in effect. These fees include charges for all transaction costs such as commissions on purchase and sales of stocks, bonds, exchange-traded funds and options. The trading cost component of the above-mentioned wrap fees are estimated to range from 15-25 basis points per account per year. Except as otherwise provided below, client will incur no charges other than the adviser’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in client’s account. The wrap fee does not include annual account fees or other administrative fees, such as wire fees, charged by Manager or brokerage firm; certain odd-lot differentials, transfer taxes, transaction fees mandated by the Securities Act of 1934, postage and handling fees, and charges imposed by law with regard to transactions in the Client’s account; and advisory fees, expenses or sales charges (loads) of mutual funds (including money market funds), closed-end investment companies or other managed investments, if any, held in Client’s account. The wrap fee also does not cover certain costs associated with securities transactions in the over-the-counter market, such as fixed income securities where Manager must approach a dealer or market maker to purchase or sell a security. Such costs include the dealer’s mark-up, mark-down or spread and odd-lot differentials or transfer taxes imposed by law. In addition, trades that are executed away from the client’s custodian will incur additional charges. Such trade-away cost component is expected to be nominal, as the firm intends to do all of its trading through the client’s custodian; however, in the event there are trade-away fees, they are expected to be less than $250 per year. Under certain circumstances, clients may be charged $250 per hour for additional services, which may include but are not limited to financial plan implementation, mortgage analysis and refinancing, due diligence of client-introduced investments, and/or working with the client’s other advisors. At the discretion of the individual investment adviser representative, for clients with assets under management of $2,000,000 or more, the firm will, on a quarterly basis, reduce its next quarterly fee in an amount equal to the transaction-based fees incurred by the client during the preceding quarter. Please be advised that the rebate of fees creates an economic disincentive to trade, because every transaction fee that needs to be rebated reduces the firm’s profitability. Please also be advised that for clients with less than $2,000,000 in assets, clients may be able to find comparable services at a lower cost elsewhere. Asset-based fees are always subject to the investment advisory agreement between the client and Waterloo Capital. Such fees are payable quarterly in advance. The client and the client’s custodian or broker-dealer will be invoiced at the beginning of each calendar quarter, based upon the market value (market value plus any credit balance or minus any debit balance) of the client's account at the end of the previous quarter, as mutually agreed upon by the client and Waterloo Capital. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar quarter. Adjustments for contributions to and distributions from a client’s portfolio are prorated for the quarter in which the change occurs. Trades and balances are included as of trade date, accrued interest is included for fixed income, and the individual security valuations are downloaded directly from the custodian. With respect to private fund valuations, our billing relies on the most recent quarterly valuation statement received from the issuer. There may be delays in receiving valuations from an issuer and as a result, valuations for certain issuers may be a full quarter in arrears. Additionally, the firm bills on gross market value provided by the custodian for all margin accounts. The firm utilizes Black Diamond to prorate all contributions and withdrawals. As such, the firm has an incentive to recommend margin over other accounts. The firm has adopted a code of ethics that requires all supervised persons to put clients’ interests ahead of their own. The client authorizes the qualified custodian to automatically deduct the fee and all other charges payable hereunder from the assets in the account when due, with such payments to be reflected on the next account statement sent to the client. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. Waterloo Capital may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA-governed plan, fee modifications must be approved in writing by the client. A.2.b. Wrap vs. Non-Wrap Program Fees Please be advised that non-wrap program fees (those where the client pays trading costs in addition to the advisory fee) should, all things being equal, have the same overall net cost to the client as a comparable investment account in a wrap fee program. For example, if a client has a $100,000 investment account and utilizes a non-wrap program for an advisory fee of 1% and pays $250 in additional trading costs, a comparable arrangement on a wrap fee program basis (where the advisory fees include both the trading costs and advisory fee) would be 1.25%. In this way, the client understands the concept of fee parity when comparing wrap vs. non-wrap fee programs. In other words, if you’re comparing a non-wrap program at 2% to a wrap free program at 2%, it would always be in your best interest to use the wrap fee in this example. This is not to suggest that actual trading may be more or less active, which could influence the use of a non-wrap program versus a wrap fee program. As a result, it is important to understand that the firm has an economic incentive to trade infrequently within a wrap fee program because frequent trading lowers the firm’s profitability. Of course,

it is your decision to utilize the specific fee arrangement and this disclosure is to help you understand the relationship between the cost components of non-wrap fee programs versus wrap fee programs and the related conflicts of interest. B. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drive trading costs higher and reduce the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability. C. Additional Client Fees and Terms of Payment C.1. Client Payment of Fees Waterloo Capital will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. At our discretion, you may be billed for fees in lieu of having them debited from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. C.2. Prepayment of Client Fees Waterloo Capital requires the prepayment of its advisory fees. The firm’s fees will either be paid directly by the client or disbursed to Waterloo Capital by the qualified custodian of the client’s investment accounts, subject to prior written consent of the client. The custodian will deliver directly to the client an account statement, at least quarterly, showing all investment and transaction activity for the period, including fee disbursements from the account. A client investment advisory agreement may be canceled at any time by the client, or by Waterloo Capital with 30 days’ prior written notice to the client. An agreement may be terminated by either party for any reason upon receipt of written notice. Upon termination of any account, any unearned, prepaid fees will be promptly refunded and any earned, unpaid fees will be immediately due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. C.3. Additional Fees All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds, separate account managers, broker-dealers and custodians retained by clients. Such fees and expenses are described in each mutual fund’s prospectus, each separate account manager’s Form ADV or similar disclosure statement, and by any broker- dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. If a fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using Waterloo Capital may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Please refer to the Brokerage Practices section (Items 9.B.2 and 9.B.3) for additional information regarding the firm’s brokerage practices. D. Compensation for Recommending the Waterloo Capital Wrap Fee Program The Waterloo Capital Wrap Fee Program is a proprietary product offered exclusively through Waterloo Capital. As such, there are no conflicts of interest in that there are no commissions paid for selling the Waterloo Capital Wrap Fee Program. E. External Compensation for the Sale of Securities to Clients Waterloo Capital’s advisory professionals are paid a percentage of the asset-based advisory fees pursuant to their payout arrangement with Waterloo Capital. Waterloo Capital’s advisory professionals may be paid sales, service or administrative fees for the sale of mutual funds or other investment products in their capacity as registered representatives of Calton & Associates. Waterloo Capital’s advisory professionals may receive commission-based compensation for the sale of securities and insurance products. Investment adviser representatives, in their capacity as a Calton & Associates registered representative, are prohibited from earning an advisory fee on the securities value transferred from an advisory client’s Calton & Associates brokerage account unless commissions earned on such securities transactions occurred at least a 12–18 months prior to the transfer. Please see Item 10.C. for detailed information and conflicts of interest. F. Important Disclosure – Custodian Investment Programs Please be advised that certain of the firm’s investment adviser representatives are registered with a broker-dealer and/or the firm is a broker-dealer or affiliated with a broker-dealer. Under these arrangements, we can access certain investment programs offered through the broker- dealer that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. As such, the investment adviser representative and/or the firm may have an economic incentive to recommend the purchase of 12b-1 or revenue share class mutual funds offered through the broker-dealer platform rather than from the investment adviser platform. Limitation on Mutual Fund Universe for Custodian Investment Programs: Please note that as a matter of policy we prohibit the receipt of revenue share fees from any mutual funds utilized for our advisory clients’ portfolios. There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances (i) where our adviser representative is also licensed as a registered representative of a broker-dealer and receives a portion of 12b-1 and or revenue sharing fees as compensation – such compensation creates an incentive for the investment adviser representative to use programs which utilize funds that pay such additional compensation; and (ii) where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm clients. Additional Disclosure Concerning Wrap Programs: To the extent that we either sponsor or recommend wrap fee programs, please be advised that certain wrap fee programs may (i) allow our investment adviser representatives to select mutual fund classes that either have no transaction fee costs associated with them but include embedded 12b-1 fees that lower the investor’s return (“sometimes referred to as “A-Shares,” depending on the mutual fund issuer), or (ii) allow the use of mutual fund classes that have transaction fees associated with them but do not carry embedded 12b-1 fees (sometimes referred to as “I-Shares,” depending on the mutual fund sponsor). Wrap fee programs offer investment services and related transaction services for one all-inclusive fee (except as may be described in the applicable wrap fee program brochure). The trading costs are typically absorbed by the firm and/or the investment representative. If a client’s account holds A-Shares within a wrap fee program, the firm and/or its investment adviser representative avoids paying the transaction fees charged by other mutual fund classes, which in effect decreases the firm’s costs and increases its revenues from the account. Effectively, the cost is transferred to the client from the firm in the form of a lower rate of return on the specific mutual fund. This creates an incentive for the firm or investment adviser representative to utilize such funds as opposed to those funds that may be equally appropriate for a client but do not carry the additional cost of 12b-1 fees. As a policy matter, the firm does not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its wrap fee programs. Clients should understand and discuss with their investment adviser representative the types of mutual fund share classes available in the wrap fee program and the basis for using one share class over another in accordance with their individual circumstances and priorities. G. Client Assets Under Management As of December 31, 2023, Waterloo Capital had $1.2 billion of discretionary client assets and $103 million of non-discretionary client assets under management. Item 5: Account Requirements and Types of Clients