Description of Services and Fees William Loyd Gray, Jr., dba Goodpasture Gray is a registered investment adviser based in Nashville, Tennessee. Mr. Gray is the sole owner and sole investment adviser representative. The firm operates as a sole proprietorship. Mr. Gray has been providing investment advisory services under Goodpasture Gray since initial registration in November 1997. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to William Loyd Gray, Jr., dba Goodpasture Gray, and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Portfolio Management Services We offer discretionary and limited non-discretionary portfolio management services. Our investment advice is tailored to meet your needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our portfolio management services, we may customize an investment portfolio for you in accordance with your risk tolerance and investing objectives. Once we construct an investment portfolio for you, we will monitor your portfolio's performance on a continuous basis and will re-balance your portfolio as required by changes in market conditions and your financial circumstances. We strive to offer high-quality and personalized services. The extensive process for each client is as follows: i. Determine your risk profile and investment objectives through an interview process and the completion of a questionnaire. ii. Set a relevant asset allocation policy for you from one of the many allocation models used by us. iii. Diversify among asset classes and styles. Asset allocation policy is implemented by investing in a well- diversified portfolio and is managed by institutional money management firms, not normally accessible to you directly. iv. Re-balance your portfolio. Re-balancing maintains the proper allocation to each asset class in the model. Each portfolio is monitored on an ongoing basis to ensure that it remains consistent with the agreed- upon asset allocation policy. If the relative value of investments in the portfolio varies enough to become inconsistent with this policy, your account is rebalanced. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your prior approval. Discretionary authority is typically granted by the portfolio management agreement you sign with our firm, a limited power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. In limited circumstances, we may enter into non-discretionary arrangements with you, where we must obtain your approval prior to executing any transactions on behalf of your account. Our fee for portfolio management services is based on a percentage of the assets we manage and is set forth in the following fee schedule: Assets Under Management Annual Fee First $5 million 1.50% Next $5 million 1.00% Next $5 million 0.80% Next $10 million 0.70% Next $25 million 0.60% Asset Over $50 million Negotiable Our annual portfolio management fee is billed and payable quarterly in advance based on the market value of your account on the last day of the previous quarter. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. The fees charged are calculated as described above and are not charged based on the basis of a share of capital gains upon, or capital appreciation of, the funds, or any portion of the funds of an advisory client (15 U.S.C. §80b- 5(a)(1)). At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: 1. You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. 2. The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our firm. You may terminate the portfolio management agreement upon 30 days’ written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. We encourage you to review the statements you receive from the qualified custodian. If you do not receive a statement from the qualified custodian, contact the qualified custodian directly or call us for assistance. We require a set-up fee of $375 for each separate client account. As such, a single client may pay multiple account set-up fees. The set-up fee is payable in advance and is non-refundable. Since start-up, expenses are incurred only as a result of you opening a new account or engaging us for an additional service, fees paid beyond this initial set-up fee will be charged for the rendering of investment advice only. At our discretion, this fee may be waived. Rollover Services Disclosure In conjunction with the advisory services offered, we may provide education or recommendations related to the rollover of an employer sponsored retirement plan. A plan participant leaving employment has several options. Each choice offers advantages and disadvantages, depending on desired investment options and services, fees and expenses, withdrawal options, required minimum distributions, tax treatment, and the investor's unique financial needs and retirement plans. The complexity of these choices may lead an investor to seek assistance from us. When our firm or our Associated Person(s) recommend an investor roll over plan assets into an Individual Retirement Account (“IRA”), our Associated Person(s), and we may earn an asset-based fee as a result. However, no compensation is received if assets are retained in the plan. Thus, we have an economic incentive to encourage an investor to roll plan assets into an IRA. In most cases, your fees and expenses will increase because fees will apply to assets rolled over to an IRA and ongoing services will be extended to these assets. Further, you may incur other levels of fees and expenses, including, but not limited to, investment-related expenses imposed by other service providers and mutual fund managers not affiliated with us, as well as other fees and expenses charged by the custodian, third-party administrator, and/or record-keeper. We make no representations or warranties relating to any costs or expenses associated with the services provided by any third parties, and you understand that these fees are in addition to the fee paid to us for the rollover advice. In cases where we provide you with rollover advice as defined by the Department of Labor, which may also include setting up and/or completing the rollover transaction, we do not serve as a custodian, and we do not provide

legal advice to you. In addition, we do not have any responsibilities or potential liabilities in connection with assets not related to the rollover and investments that are not managed by us. 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. In accordance with various rules and regulations, we must act in your best interest and we must not put our interests ahead of your interests. Additionally, 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 any conflicts of interest. We rely on all information you provide to us, whether financial or otherwise, without independent verification. We request that you promptly notify us in writing of any material change in the financial and other information provided to us, and promptly provide any such additional information as may be reasonably requested by us. Due to the volatile and unpredictable nature of financial markets, we do not guarantee any future performance, any specific level of performance, the success of any recommendations or strategies that we may take or recommend for you, or the success of our overall recommendations. Investment recommendations are subject to various market, currency, economic, political, and business risks, and investment decisions will not always be profitable. Financial Planning Services Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial resources based on an analysis of their individual needs. If you retain our firm for financial planning services, we will collect the pertinent data, conduct personal interviews with you, and utilize financial planning software to create and present reports and a written financial plan to you. We will then provide guidance with respect to the implementation of the plan, hold periodic meetings with you to review your progress towards stated goals, review asset performance, recommend implementation services, update the existing plan when applicable, and provide day-to-day consulting as needed. Prior to engaging Goodpasture Gray to provide financial planning and consulting services, you will be required to enter into a written agreement with us. The agreement will set forth the terms and conditions of the engagement and will describe the scope of the services to be provided, as well as the fee that will be due from you. Financial planning services are offered on an ongoing basis for a fixed fee ranging between $250 - $500 per month. The agreed-upon fee is negotiable based on the facts and circumstances of your financial situation, the complexity of the financial plan, and any additional agreed-upon services as set forth in the financial planning agreement. Financial planning fees are payable directly to Goodpasture Gray through a third-party electronic payment system with which you must authorize payment directly. Fees are payable in advance and are due on the first day of each month. Fees will be prorated for any partial billing period. The financial planning fees charged by Goodpasture Gray are solely for the preparation of the financial plan, ongoing planning and consulting services as agreed upon in the financial planning agreement executed between you and us and do not include any commissions that might be generated upon implementation of any securities or insurance recommendations. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, Goodpasture Gray will notify the client to negotiate an additional fee. Any change to the fees will be amended in writing and signed by both you and us. The recommendations and solutions are designed to assist you in achieving your stated desired goals subject to periodic evaluation of the financial plan which may require revision to meet changing circumstances. Financial plans are based on your financial situation based on the information provided to the firm. You should notify us promptly of any change to your financial situation, goals, objectives, or needs. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any advisory, brokerage, insurance, or other professional services provider you choose. Note: Information related to tax or legal consequences provided as part of a plan or consultation is for informative purposes only. You are encouraged to contact your tax professionals or attorneys for tax or legal advice. Either you or we may terminate the financial planning agreement within 5 days of the date of acceptance without penalty to you. Thereafter, you will incur a pro rata charge for bonafide advisory services actually rendered prior to such termination. After the five-day period, either party may terminate the financial planning agreement by providing written notice to the other party. Upon termination, any prepaid fees will be prorated to the date of termination and any unearned portion will be refunded to you. Hourly Consulting Services In limited circumstances, you may only require advice on a single aspect of the management of your financial resources. We offer general consulting services that address only those specific areas of interest or concern. For hourly consulting services in which a financial plan is not presented, the fee will typically be payable upon completion of the consultation. We offer general consulting services for an hourly fee. We will provide advice related to specific matters, including, but not limited to, retirement planning, risk assessment/management, education funding, investment planning, estate planning, financial organization, or financial decision making/negotiation. Cash flow and debt management consultations may also be provided. Consulting services are based on the financial information disclosed by you to us at the time of the consultation. We charge an hourly fee for advisory consulting services of $350 per hour. The fee is negotiable depending upon the scope and complexity of the services requested and your specific circumstances. Typically, the fee is due upon completion of the consulting session. However, payment arrangements may be negotiated on a case-by- case basis. We will only advise on the specific financial areas agreed upon with you pursuant to a separate written consulting agreement which terminates upon completion of the consulting session. Under this arrangement, a written financial plan will not be provided. You are under no obligation to act on our recommendations. If you elect to act on any of these recommendations, you are under no obligation to implement the advice through our firm. Types of Investments We offer advice on various types of securities and we do not necessarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Among other types of investments, we may offer advice on equity securities, warrants, corporate debt securities (other than commercial paper), municipal securities, mutual fund shares, United States government securities, options contracts on securities, interests in partnerships investing in real estate and interests in partnerships investing in oil and gas interests, limited partnerships investing in leasing and/or technology and in some cases, for qualified clients, investments in hedge funds. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2023, we provided continuous management services for approximately $192,265,777 in client assets on a discretionary basis. We did not have any non-discretionary assets under management.