SOUTHSTATE PRIVATE CAPITAL MANAGEMENT LLC

SouthState Private Capital Management LLC Form ADV Part 2A: Firm Brochure 520 Gervais Street Columbia, SC 29201 January 30, 2026 This Brochure provides information about the qualifications and business practices of SouthState Private Capital Management, LLC (“SSPCM” or the “Investment Adviser”). The client should be aware that registration with the United States Securities and Exchange Commission (“SEC”) does not imply a certain level of skill or training. The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. Additional information about SSPCM is also available on our website, www.pcm-inc.com, or on the SEC’s website at www.adviserinfo.sec.gov. For our D/B/As, additional information is available at: https://www.southstatebank.com/wealth/our-strategies/asset-management; https://www.southstate401k.com; https://www.minisandcompany.com If the client has any questions about the contents of this Brochure, please contact our Chief Compliance Officer Kara Marsh at (303) 370-0055 or email kara.marsh@pcm-inc.com.  Item 2 – Material Changes Since the Private Capital Management, LLC (“SSPCM”) last annual amendment filing dated June 24, 2025, the entity name was changed from Private Capital Management, LLC to SouthState Private Capital Management LLC (“SSPCM”). In addition, SouthState Advisory, Inc. merged with and into SSPCM effective January 1, 2026. SSPCM does business under the names Private Capital Management, SouthState Advisory, SouthState Wealth, Minis & Company, and SouthState Retirement Plan Services. The main office location for SSPCM changed to 520 Gervais Street, Columbia, SC 29201. Other office locations were added at the addresses below: • 2430 Mall Drive, Suite 360 Charleston, SC 29406 • 200 East Broad Street, Suite 100 Greenville, SC 29601 • 320 East Main Street, Suite 110 Spartanburg, SC 29302 • 899 Island Park Drive, Suite 101 Daniel Island, SC 29401 • 25 Bull Street, Suite 502 Savannah, GA 31401 • 901 E. Cary Street, Suite 210 Richmond, VA 23219 • 200 Luckie Drive, Suite 405 Birmingham, AL 35223 • 30 Town Square Blvd. Suite 200 Asheville, NC 28803 The following Directors and Officers were added to SSPCM, effective January 1, 2026: • David Kirkpatrick-Managing Director • Kelly Gardner-Managing Director • Brian Barker-Chief Investment Officer • Raymond Hrin-Director of Wealth Compliance and Operations In addition, the following material changes occurred: • Item 4- Advisory Business- Retirement plan services and additional services have been added. Item 5- Fees and Compensation- our standard fee schedules have changed. Item 8- Methods of Analysis, Strategies, and Risk of Loss- our investment strategy and methods of analysis • • have changed. Item 10- Other Financial Industry Activities and Affiliations- at least one employee is simultaneously • registered as an associated person of LPL Financial, an unaffiliated registered broker/dealer. Item 12- Brokerage Practices- we place certain equity and fixed income trades through brokers that offer • soft dollar benefits directly or through corporate affiliates. • Item 15- Custody- certain clients authorize SSPCM to utilize SouthState Bank, N.A. as a qualified, but also affiliated, custodian.  Item 3 – Table of Contents Item 4 – Advisory Business ......................................................................................................................... 1 Item 5 – Fees and Compensation ............................................................................................................... 7 Item 6 – Performance-Based Fees and Side-By-Side Management ......................................................... 13 Item 7 – Types of Clients .......................................................................................................................... 13 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .................................................... 14 Item 9 – Disciplinary Information ............................................................................................................... 20 Item 10 – Other Financial Industry Activities and Affiliations ..................................................................... 20 Item 11 – Code of Ethics ........................................................................................................................... 21 Item 12 – Brokerage Practices .................................................................................................................. 22 Item 13 – Review of Accounts .................................................................................................................. 25 Item 14 – Client Referrals and Other Compensation ................................................................................ 26 Item 15 – Custody ..................................................................................................................................... 26 Item 16 – Investment Discretion ............................................................................................................... 27 Item 17 – Voting Client Securities ............................................................................................................. 28 Item 18 – Financial Information ................................................................................................................. 29 Item 19 – Privacy Notice ........................................................................................................................... 30  Item 4 – Advisory Business Established in 2000, SouthState Private Capital Management LLC (“SSPCM”, “Firm”, “We”, “Us”) is a wholly owned subsidiary of SouthState Bank, N.A. doing business as SouthState (“SouthState”). SouthState Bank, N.A. is a wholly owned subsidiary of SouthState Bank Corporation (“SSB”) (NYSE: SSB). SSPCM does business under (“DBAs”) the names Private Capital Management, SouthState Advisory, SouthState Wealth, Minis & Company, and SouthState Retirement Plan Services (collectively “SSPCM” ). SSPCM is registered as an investment advisor with the United States Securities and Exchange Commission (“SEC”) (CRD#165306). SEC registration does not imply a certain level of skill or training. Neither SSPCM’s investment adviser registration status, nor any amount of prior experience or success, should be construed that a certain level of results or satisfaction will be achieved if SSPCM is engaged, or continues to be engaged, to provide investment advisory services. Investment Services. SSPCM provides fiduciary investment advisory and financial planning services to individuals, businesses, corporate pension and profit-sharing plans, charitable institutions, trusts, estates, and foundations. SSPCM’s services, corporate structure and compliance are designed to ensure that we are serving our clients’ best interests. SSPCM’s parent company SouthState Bank maintains a Board of Directors to effect corporate governance in overseeing firm activities, including but not limited to financial results, ratification of programs, policies and procedures, and audit and regulatory exam results. SSPCM also maintains Investment Committee(s) that oversee(s) the investment selection standards for what is recommended for purchase in client accounts. SSPCM provides investment management services through the construction and monitoring of diversified portfolios composed primarily of no-load mutual funds, exchange listed securities, foreign issuers, certificates of deposit, index funds, options, warrants, certain insurance products, structured notes, private investments and other pooled investments, stocks, bonds, real estate investment trusts (“REITS”), and exchange-traded funds (“ETFs”). SSPCM also recommends to qualified clients where appropriate, under the client’s particular circumstances, investments in private placement offerings. Advice and recommendations are tailored to the individual needs of our clients and clients can request reasonable restrictions on investing in certain securities or types of securities, subject to SSPCM’s agreement. Except for private placement offerings (see disclosure at Item 8 below), client accounts are generally managed by the firm on a discretionary basis unless otherwise agreed to in writing. With respect to discretionary accounts, SSPCM has the authority to make trades within clients’ accounts without the client’s prior consent. Financial Planning Services. Based on the needs of each client determined on a case-by-case basis, and subject to the mutual agreement of SSPCM, SSPCM will offer a variety of financial planning services. Financial planning services include a review of material aspects of a client’s current financial situation as well as anticipated future needs. Due to the unique circumstances of each client, financial plans vary in length and scope, but will involve a review of the client’s risk tolerance, financial goals and objectives, and investment time horizon. In developing the plan, a variety of financial aspects will be addressed, which can include some or all of the following, or other factors not referenced but which are material to the particular client’s financial circumstances: retirement planning, investment management, risk management review, estate planning review, tax planning strategies, education planning, philanthropy, debt management, business planning, and executive compensation planning. Once the financial plan is mutually agreed upon, SSPCM will be responsible for investment management related aspects thereof unless otherwise agreed. 1  Financial planning services are based on the client’s financial situation at the time and are based on financial information disclosed by the client to SSPCM, current and anticipated market decisions, and each client’s financial goals. In connection with these services, certain assumptions must be made with respect to inflation rates and the use of past trends, future projections, and performance of various asset classes. SSPCM does not offer any guarantees or promises that its clients’ financial goals and objectives will be met, or that investment portfolios will achieve anticipated returns. Our financial planning service fees are typically included in the investment management fees mutually agreed upon. Financial planning is typically not billed separately, but can be subject to agreement between the client and SSPCM. If billed separately, total costs for financial planning, on a fixed or flat fee basis, range from as low as $500 to as much as $50,000 or more. Clients should notify SSPCM promptly of any changes to their financial goals, objectives, or financial situation. SSPCM will rely on the information provided by clients to manage their portfolios and provide services. Additional Services. Subject to the mutual agreement of the parties, SSPCM can provide additional services related to items such as non-discretionary investment consulting services, business succession planning, estate administration, executive compensation planning, financial planning, recordkeeping platform services, administration and compliance services, and consulting to participant directed retirement plans. In the event the client requires such services, SSPCM may determine to charge for such additional services, the dollar amount of which shall be set forth in the client’s Agreement (see Item 5 – Fees and Compensation). In providing Administration and Compliance Services, SSPCM reviews information on each retirement plan related to plan feasibility, design, and document preparation. We work with clients to prepare and maintain plan, trust, and administrative documents and to maintain compliance with applicable regulations and the provisions of their plan’s document. In offering Recordkeeping Platform Services, SSPCM establishes and maintains individual participant accounts as required by the plan document. We record transactions in these accounts and report these transactions back to participants and the plan sponsor using a variety of reporting methods. In providing Consulting Services, SSPCM prepares corrective filings, assists with Department of Labor and Internal Revenue Service examinations and audits, and assists with other plan issues that are outside the normal scope of Our service. ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS. • Trustee Directed Plans. SSPCM can be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, SSPCM will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). SSPCM will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. • Participant Directed Retirement Plans. SSPCM can also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between SSPCM and the plan. For such engagements, SSPCM shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by SSPCM), and, to the extent 2  engaged to do so, may also provide corresponding education to assist the participants with their decision-making process. • Client Retirement Plan Assets. If requested to do so, SSPCM can provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, SSPCM shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. SSPCM’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. SSPCM will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify SSPCM of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by SSPCM to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of SSPCM calculating its advisory fee. MISCELLANEOUS Cybersecurity Risk. The information technology systems and networks that SSPCM and its third-party service providers use to provide services to SSPCM’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in SSPCM’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and SSPCM are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although SSPCM has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that SSPCM does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges and other financial market operators and providers. Cash Positions. SSPCM continues to treat cash as an asset class. As such, unless determined to the contrary by SSPCM, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating SSPCM’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), SSPCM may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, SSPCM’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Independent Managers. SSPCM may allocate a portion of the client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets, including, to the extent applicable, proxy voting responsibility. SSPCM shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors that SSPCM shall consider in recommending Independent Manager[s] include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Please Note. The investment management fee charged by the Independent Manager[s] is separate from, and in addition to, SSPCM’s investment advisory fee disclosed at Item 5 below. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have regarding the allocation of account assets to an Independent Manager(s), including the specific additional fee to be charged by such Independent Manager(s). 3  Direct Indexing. For certain clients, SSPCM may employ an investment strategy referred to as Direct Indexing, a strategy that seeks to replicate an existing stock index, like the S&P 500, through direct ownership of individual stocks (See Item 8 below). Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, SSPCM shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless SSPCM reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to client direction, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a SSPCM actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any SSPCM unmanaged accounts. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have. Custodian Charges-Additional Fees. The specific broker-dealer/custodian could depend upon the scope and nature of the services required by the client and/or the direction of the client. When requested to recommend a broker-dealer/custodian for client accounts, SSPCM generally recommends that Charles Schwab (“Schwab”) serve as the broker-dealer/custodian for client investment management assets. Broker- dealers such as Schwab, Pershing and Fidelity charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, dealer spreads, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type of fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain custodians, including Schwab, generally (with exceptions) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that Schwab will not change its transaction fee pricing in the future. The above fees/charges are in addition to SSPCM’s investment advisory fee at Item 5 below. SSPCM does not receive any portion of these fees/charges. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have regarding the above. Please Note: Non-Discretionary Service Limitations. Clients that determine to engage SSPCM on a non- discretionary investment advisory basis must be willing to accept that SSPCM cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that SSPCM would like to make a transaction for a client’s account, and client is unavailable, SSPCM will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using: 4  • Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, • Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, SSPCM does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). SSPCM does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to SSPCM: • by taking the loan rather than liquidating assets in the client’s account, SSPCM continues to earn • • a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by SSPCM, SSPCM will receive an advisory fee on the invested amount; and, if SSPCM’s advisory fee is based upon the higher margined account value, SSPCM will earn a correspondingly higher advisory fee. This could provide SSPCM with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. Please Also Note: if SSPCM recommends that the pledged asset loan be made by SSPCM’s affiliated bank, SouthState Bank, N.A., a conflict of interest arises because SSPCM’s affiliate will earn interest income from the loan. Unmanaged Assets/Report Only Accounts. Clients are allowed to hold or purchase certain assets in the same brokerage account as the account used by SSPCM to manage investments. Unless the client has expressly given SSPCM discretionary or nondiscretionary control over these assets in writing, SSPCM will not manage these assets and will term them “Unmanaged Assets". Additionally, at the request of the client, SSPCM may also provide statements/reports on other accounts held by the client over which SSPCM has no discretionary or decision-making authority (“Report Only Accounts”). The fact that such an asset or account appears on statements and reports does not mean that SSPCM is providing any advice or taking on any responsibility or discretionary authority regarding these Unmanaged Assets or Report Only Accounts. Unmanaged Assets and Report Only Accounts shall remain the sole and exclusive responsibility of the client. SSPCM will not provide updates, advice, recommendations, or research of any kind regarding the Unmanaged Assets or Report Only Accounts. SSPCM will not determine if an Unmanaged Asset or Report Only Account is in conformity with a client’s stated goals, financial profile, or investment objectives; however, SSPCM may take into consideration the existence of client’s Unmanaged Assets and Report Only Accounts when making recommendations or investments with respect to the managed portion of a client’s account/portfolio in order to facilitate conformance with the client’s stated goals, financial profile, and investment objectives. Unmanaged Assets and Report Only Accounts are the sole and exclusive responsibility of the client. Please Note: Non-Discretionary Service Limitations. Clients that determine to engage SSPCM on a non- discretionary investment advisory basis must be willing to accept that SSPCM cannot effect any account 5  transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that SSPCM would like to make a transaction for a client’s account, and client is unavailable, SSPCM will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Client Obligations. In performing our services, SSPCM shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, it remains each client’s responsibility to promptly notify SSPCM if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by SSPCM) will be profitable or equal any specific performance level(s). Disclosure Brochure. A copy of SSPCM’s written Brochure as set forth on Part 2A of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of an agreement between the client and SSPCM. As of December 31, 2025, SSPCM reported discretionary regulatory assets under management (“AUM”) of $4,401,894,703 and non-discretionary AUM of $555,078,380. 6  Item 5 – Fees and Compensation Methods of Compensation SSPCM receives no compensation from the sale of securities or investment products recommended to clients. Rather, SSPCM’s compensation is limited to its receipt of the client’s advisory fees. SSPCM typically collects fees for advisory services by charging clients a percentage of the total value of assets under management in all client accounts. The market value of the assets shall be determined by third-party software utilized by SSPCM to aggregate the values of the various holdings and accounts within the Portfolio based on data received from Client’s qualified custodian or fund sponsor, as applicable. Fees are set forth in the client’s Investment Advisory Agreement (“Agreement”) and are negotiated on a client-by-client basis. When negotiating fees, a variety of factors will be considered by SSPCM, including, but not limited to: the services to be provided; the type of client; asset classes to be utilized; pre-existing relationship (e.g. friends and family); the size of the account (current or anticipated); and/or the existence of other related accounts and investments managed by SSPCM. As a result of negotiating client fees, clients with similar assets have differing fee schedules and some existing clients pay higher or lower fees than new clients. Clients with questions regarding SSPCM’s fees or what accounts and/or assets are subject to billing should contact SSPCM. In addition, clients should review their invoice or custodial account statements at least quarterly to ensure SSPCM billing practices are consistent with our Agreement. Clients may also negotiate a flat fee. In such instances, a flat fee schedule can result in clients paying higher total fees than those who pay under a tiered fee schedule. Clients may also negotiate a liquidity management fee schedule, which could result in lower total fees than clients under a different tiered or flat fee schedule. The specific manner in which fees are charged is established in the client’s Agreement with SSPCM. SSPCM will group accounts of a client for the purpose of achieving the minimum account size requirements (see Item 7 below) and/or to determine the appropriate fee rate applicable to a client’s accounts according to the Agreement. Fees are generally billed on a quarterly basis in advance unless otherwise agreed to within the Agreement. Fee Schedules SSPCM maintains different Standard Fee Schedules across its DBAs, and your fees will vary depending upon which DBA your Agreement is under. In such instances where fees vary between DBAs, some clients are subject to higher fees than other clients. Fees are negotiated on a client-by-client basis and are outlined in the client’s Agreement. In addition, some clients are subject to fee schedules and billing practices (including proration practices) under legacy arrangements that are generally no longer available or are only available to those clients, and such fees can exceed the 1% annualized rate in the fee schedules below. These terms are outlined in the client’s legacy Agreement that was executed with either SSPCM or a predecessor firm and may be negotiated on a client-by-client basis. In the event the client requires additional services related to items such as investment consulting services, business succession planning, estate administration, executive compensation planning, financial planning, recordkeeping platform services, administration and compliance services, and consulting to participant directed retirement plans, SSPCM may determine to charge for such additional services, the dollar amount of which shall be set forth in the client’s Agreement. In such instances, this can result in clients paying higher or lower total fees than those who pay for SSPCM’s investment advisory services. When a minimum fee applies, We will disclose it to you. Services delivered for partial periods are charged on a pro-rata basis. 7  Private Capital Management Standard Fee Schedule If a client is invoiced for the first time prior to the first day of the quarterly period, fees shall be pro-rated based on the number of days remaining in the quarter after, and including, the date the assets are under management. The client’s first invoice will be issued in accordance with the terms of the client’s Agreement, which unless otherwise agreed, will be after the date the client’s assets are under management. Market Value of Account Annual Fee Percentage Quarterly Fee Percentage .2500% The First $1,000,000 of Assets 1.00% .2250% The Next $1,000,000 of Assets 0.90% .1875% The Next $3,000,000 of Assets 0.75% .1250% All Remaining Assets 0.50% SouthState Advisory and Minis & Company Standard Fee Schedule For only the first quarterly fee wherein the start date of the account occurs during the quarter, the fee for investment advisory services provided is calculated in arrears using a prorated formula, based upon the market value of the assets in the account on the last day of the previous quarter. Market Value of Account Annual Fee Percentage Quarterly Fee Percentage .2500% The First $1,000,000 of Assets 1.00% .1875% The Next $2,000,000 of Assets 0.75% .1250% The Next $2,000,000 of Assets 0.50% .1000% The Next $2,000,000 of Assets 0.40% Fee Dispersion. SSPCM, in its discretion, may charge a lesser or higher investment advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, referrals from existing clients, competition, negotiations with client, etc.). Please Note: As a result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have regarding advisory fees. In connection with certain private funds, SSPCM does not rely on data it receives from clients’ qualified custodians, but rather on data received directly from the private fund sponsor for performance reporting and billing purposes where such information is deemed more accurate or where the investment is held directly with the fund sponsor. This results in some variance between the value of clients’ accounts reported by the clients’ qualified custodians and the value utilized for fee billing purposes. In addition, SSPCM’s ability to 8  report on fund information is dictated by when it receives information (e.g. capital account statements) from a fund sponsor and, therefore, timing differences in when items are reported on SSPCM’s client reports versus when such things are reflected on any statements received by the client from the fund sponsor will occur as well as performance reporting differences between SSPCM’s reporting system and that of the fund sponsor and/or qualified custodian. For purposes of calculating our management fees, SSPCM will rely on the most recent capital account statement issued by the fund sponsor plus the amount of any capitals calls after the capital account statement was issued. If you have any questions regarding the reporting on your private investment holdings, you should contact SSPCM. IRA Rollover Considerations When SSPCM provides investment advice to clients regarding any retirement plan accounts or individual retirement accounts owned by the client, 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 that govern retirement accounts. The way that we make money creates conflicts with client interests, so we operate under a rule that requires us to act in the client’s best interest and to not put our interests ahead of the client’s. Under this rule’s provisions, we must meet a professional standard of care: • To give prudent advice when making investment recommendations; • Give loyal advice, in which we never put our financial interests ahead of yours when making recommendations; • Avoid false and misleading statements about conflicts of interest, fees, and investments; • Give you basic information about conflicts of interest; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; and • Charge no more than is reasonable for our services. When determined to be in the client’s best interest, and appropriate under the circumstances, available alternatives, and options, SSPCM will recommend that a client withdraw assets from an employer sponsored retirement plan and roll the assets into an individual retirement account (an “IRA”) subject to SSPCM’s management and subject to SSPCM’s invoicing/fee billing practices. This practice presents a conflict of interest in that, depending on the client’s engagement with SSPCM, SSPCM may not have been charging fees in conjunction with the employer sponsored retirement plan account, but will charge a fee for services provided relative to the IRA. Clients should note that certain, low-expense investment options may now or in the future be available within an employer sponsored retirement plan that are not available within an IRA. Additional advantages and disadvantages to maintaining assets with an employer’s (or former employer’s) retirement plan should be considered before a rollover is authorized. Clients should speak with their advisor regarding the advantages and disadvantages of maintaining assets with an employer’s (or former employer’s) retirement plan. Ultimately, it is the client’s determination as to whether to execute a rollover transaction. Typically, investment advisory fees shall include investment advisory services, and, to the extent agreed upon by the client, financial planning, and consulting services. If the client requires significant planning and/or consultation services (to be determined in the sole discretion of SSPCM), We have the option to separately charge for such additional services, the terms and dollar amount of which shall be set forth in a separate written agreement with the client. In these extraordinary situations, fees for financial planning services are negotiable, based on the scope and complexity of Your situation. Planning fees can be charged as a flat fee or on a retainer fee basis. There is, however, an inherent conflict of interest for Us whenever Our financial plan recommends the use of services that We provide (e.g., investment advisory). It is Your choice whether to implement Our recommendations from a financial plan. Future circumstances may affect the attainment of Your goals and objectives, so it is important to keep Us informed to keep Your financial plan updated. Retirement Plan Services offered through SouthState Retirement Plan Services Investment Fiduciary 9  Fees for investment fiduciary services are based on whether You have selected investment advisory or investment management services as described under §3(21) and §3(38) of ERISA, respectively. Fees are based on a flat fee or the market value of Your assets pursuant to written service agreements. Fees will be paid by You or paid by the plan. Fees paid by the plan are either allocated across participant accounts or paid by the mutual funds held as investments. In cases where fees are paid through the mutual funds, all mutual funds provide a level amount of compensation across the plan. Optimal fee arrangements are based on the client’s specific needs; overall fees are disclosed, and level compensation arrangements eliminate any incentive to recommend particular mutual funds based on compensation payouts. When a minimum fee applies, it will be disclosed to you. Services delivered for partial periods are charged on a pro-rata basis. For only the first quarterly fee wherein the start date of the account occurs during the quarter, the fee for investment fiduciary services provided is calculated in arrears using a prorated formula, based upon the market value of the assets in the account as of the date of the billing. Administration and Compliance Fees for Administration and Compliance are charged on plan assets that change based on the fluctuation in asset values in the plan or on a per-head or per annum basis meaning that their rates do not change with the plan’s assets. These fees are typically invoiced in advance at the beginning of each calendar quarter at the time of billing. Services delivered for partial periods are charged on a pro-rata basis. Recordkeeping Platform Services The annual fee for Recordkeeping Platform services is charged as a flat fee, per participant fee, and/or a percentage of assets under management (including cash balances) and typically ranges from 0.25% to 1.0%. Where invoices are prepared by Us, for quarterly billing, asset values are as of the last day of the second month of the quarter. For annual billing, fees are calculated following completion of the annual valuation. Services delivered for partial periods are charged on a pro-rata basis. Consulting Services As specified by the client agreement, in certain situations, some consulting services are “built-in” to your fees. In the cases when they are not, consulting fees are charged on an hourly basis, ranging from $75 - $350 per hour, or depending on the nature and complexity of each client's circumstances. An estimate for total hours will be determined at the start of the consulting services relationship. All fees are due upon completion of the consulting services. In all cases, the scope and nature of fees are outlined in one or more governing client agreements. Other Fees You have the choice to place assets at either a brokerage firm or bank trust department. You pay additional fees as disclosed, including, but not limited to, any commissions, custody fees, transaction charges or mark- up/mark-downs imposed as transactions are executed on Your behalf. Should You direct Us to use a particular broker or custodian, these fees are in some cases higher than other alternatives (see Item 12- Brokerage Practices). You have the option to purchase investment products that SSPCM recommends through other brokers or agents that are not affiliated with SSPCM. Certain retirement plan services are charged on a per-use basis, which includes such items as postage, envelopes, address locator, participant enrollment books, stop-and-reissue checks, etc. When invoiced, these fees are clearly itemized, billed in arrears, and billed on a per-occurrence or per item basis. 10  In addition to the firm’s management fee, clients will incur certain charges, which could include but are not limited to, charges imposed by broker-dealers and custodians, such as brokerage commissions and/or transaction fees; transfer fees; wire transfer and electronic fund transfer fees; and other fees on the client brokerage accounts and securities transactions (see Item 12 – Brokerage Practices). Certain types of client brokerage accounts will be subject to taxes. Mutual funds and exchange traded funds, private investments, structured notes, and other managed funds/investments, also charge internal management fees, other fees, and expenses. These fees and expenses are described in the prospectuses of those investments, and are paid for by the funds, but are ultimately borne by the client. The transaction charges and/or commission rates charged by the custodian are sometimes discounted from customary retail transaction charges and commissions. However, the commission and/or transaction fees charged by the custodian could be higher or lower than those charged by other broker-dealers. In the case of mutual funds and ETFs, these fees and expenses are described in each fund's prospectus. These fees generally include a management fee and other fund expenses. Although We generally recommend the purchase of “no-load” mutual funds, if a mutual fund also imposes sales charges, You will pay an initial or deferred sales charge. You could invest in a mutual fund or ETF directly, without Our services. In that case, You would not receive the services provided by SSA which are designed, among other things, to assist You in determining which fund or funds are most appropriate for Your financial condition and objectives. Accordingly, You should review both the fees charged by the funds or ETFs and Our fees to fully understand the total fees to be paid in exchange for the advisory services We provide. From time to time, an investment of a Retirement Plan We service or platform You utilize makes payments to Us in exchange for certain services we provide to them. Any payments that We receive will be used to offset fees payable by the client where possible. For clients who terminated their relationships that no longer maintain an active retirement plan, we will retain revenue sharing payments pursuant to pre-existing written service agreements with such clients. Therefore, We will retain any remaining revenue sharing payments received after all advisory fee offsets and/or rebates are made. SSA has policies and procedures in place intended to help ensure that We provide recommendations that are in the best interest of our clients. Different share classes are usually available for a given mutual fund, with each share class having different expenses and features designed to meet the needs of a particular investor. We will seek to recommend the share class that best meets client needs. Doing what is best for the client does not always equate to selecting the lowest available share class because share class expenses represent only one element of the total fee/expense impact on the client. In some cases, available share class options will be limited or imprudent based on qualifying requirements of the fund company, availability of share class options on a given broker or custodial platform, or factors such as tax implications to You or other associated expenses in making a move from one share class to another. The process we employ to review existing mutual fund holdings to ensure the share class selection remains in the best interest of the client is a manual process which is implemented over time. Therefore, We will not in all cases immediately become aware of the availability of a change in share classes. SSPCM is a wholly owned subsidiary of SouthState Bank, N.A. doing business as SouthState. SSPCM will recommend SouthState’s banking products and/or services to clients when deemed appropriate and in the particular client’s best interest; however, SSPCM does not receive compensation for such recommendations, but these recommendations nonetheless represent a conflict given SouthState’s ownership of SSPCM. In such cases, the client ultimately has the authority to determine whether and to what extent, the client wishes to utilize SouthState’s products or services. To address the conflict of interest arising from Our affiliation with SouthState Bank, N.A. (“SSB”), We do not purchase or sell within client accounts the stock of SSB or its parent company, unless directed by the client to do so. Margin Accounts. At times, clients may have a margin balance on their account(s) or may have a separate account containing only the margin balance. A margin account is a brokerage account that allows investors to borrow money to buy securities and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Buying securities on margin creates leverage, which will expose the client’s account to greater downside risk versus paying for securities in full, because the client must repay the margin loan, regardless 11  of the underlying value of the securities purchased on margin. Securities purchased on margin are subject to margin interest rate(s) set by the custodian on the amount borrowed, which is an additional expense and will decrease account returns. Additionally, the custodian will charge margin interest when the purchase of one security settles before the sale of another security whose proceeds were meant to cover the purchase transaction. Any margin loan balance on an account can impact performance results reported to you by SSPCM. Should a client determine to use margin, SSPCM reserves the right to include the entire market value of the margined assets when computing its advisory fee. Accordingly, SSPCM’s fee shall be based upon a higher margined account value, resulting in SSPCM earning a correspondingly higher advisory fee. As a result, the conflict of interest arises since SSPCM has an economic disincentive to recommend that the client terminate the use of margin. Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correction. Borrowing Against Assets. A client who has a need to borrow money could determine to do so by using: • Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, • Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, SSPCM does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to purchase a new residence). SSPCM does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to SSPCM: • by taking the loan rather than liquidating assets in the client’s account, SSPCM continues to earn • • a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by SSPCM, SSPCM will receive an advisory fee on the invested amount; and, if SSPCM’s advisory fee is based upon the higher margined account value, SSPCM will earn a correspondingly higher advisory fee. In such cases, this provides SSPCM with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. Termination A client Agreement may be terminated at any time, by either party, for any reason in accordance with the terms of the governing contract. Upon termination of any contract, any prepaid, unearned fees will be promptly refunded to the client based upon pro-rata adjustment as of the account’s termination date, and any earned, unpaid fees will be due and payable. Certain investment types made available to SSPCM’s clients may not be approved or recommended for use with other investment advisory firms and may be non- transferrable upon termination of the relationship with SSPCM. 12  Item 6 – Performance-Based Fees and Side-By-Side Management SSPCM does not charge any performance-based fees (i.e., fees based on a share of capital gains on, or capital appreciation of, the client’s assets under management). Item 7 – Types of Clients SSPCM provides services to the following types of clients: • Individuals; • High Net Worth Individuals; • Trusts (including employee benefit trusts); • Companies (Agencies, Corporate Pension, and Profit Sharing Plans); • Partnerships / Business Associations; • Charitable Institutions; • Hospitals / Museums / Churches / Schools / Universities; • Foundations / Endowments; • 401k Plans; • Government Entities; and • Labor Unions. Minimums in manageable assets are determined on a client-by-client basis and can differ between clients across SSPCM. In certain cases, SSPCM requires a $1 million minimum in manageable assets to start or maintain an account. At SSPCM’s discretion, the firm will approve exceptions to these minimum asset requirements. Accounts that do not meet the minimum requirement of $1 million are unlikely to receive the full benefits of the firm’s typical investment strategy due to certain limitations on diversification and other considerations such as transaction costs, or unavailability of investments due to lack of investor qualification. Minimum fees are determined on a client-by-client basis and can differ between clients across SSPCM. In certain cases, minimum fees do apply to clients. At SSPCM’s discretion, the firm will approve exceptions to these minimum fee requirements. In the event minimum fees apply, such minimum fees are disclosed directly to clients and disclosed in the client’s Agreement. 13  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss SSPCM is registered as an investment advisor with the SEC pursuant to the Investment Advisors Act of 1940 (the “Advisors Act”). SEC registration does not imply a certain level of skill or training. Neither SSPCM’s investment adviser registration status, nor any amount of prior experience or success, should be construed that a certain level of results or satisfaction will be achieved if SSPCM is engaged, or continues to be engaged, to provide investment advisory services. As a result, SSPCM is required to act as a fiduciary to you with respect to our investment advice and, as such, is required to act in your best interest. SSPCM will also be deemed a fiduciary pursuant to other laws and regulations, including the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to certain types of accounts. In all such cases, SSPCM performs its advisory duties in a manner reasonably designed to adhere to our fiduciary obligations. Investment Strategy We use a team approach to establish and implement Our investment strategy. There is no guarantee that a particular strategy will meet its investment goals. Additionally, the investment strategies and techniques We use within a given strategy tend to vary over time depending on various factors. We at times give advice and act for some clients which differs from advice given, or the timing or nature, of action taken for other clients with similar or different objectives. We generally manage accounts with full investment discretion. However, clients have the option to retain Us on a limited-discretionary basis. You also have the option to direct Us to purchase, sell, or avoid selling, particular securities for the purpose of realizing a capital loss or avoiding a capital gain. In the selection of individual securities for a client’s portfolio, primary emphasis is placed upon liquidity, quality, and growth. Risk Tolerance. Your ability to tolerate the uncertainties, complexities, and volatility inherent in the investment markets will be considered in the development of your initial asset allocation and will be reviewed periodically in order to make updates to your asset allocation as your circumstances and goals dictate. The main factors that influence your risk tolerance include, but are not limited to, the following: (i) your age; (ii) your present financial condition/circumstances; (iii) your current and future financial goals; (iv) your discretionary income and net worth; (v) your emotional reaction to market volatility; and (vi) your ability to withstand short- and intermediate-term market fluctuations. Performance Expectations. Rates of return achieved by your portfolio will be in large part dictated by your investment objectives, risk tolerance, investment time horizon and, ultimately, your asset allocation mix. Projections of investment performance prepared by SSPCM assume certain long-term rates of return. Notwithstanding, market performance varies, and no guarantees or assurances can or will be made regarding the likelihood that anticipated returns will be realized and, furthermore, actual performance results depend on circumstances beyond SSPCM’s control. Investment performance will be monitored and reported to you on a quarterly basis. its method of analysis or investment strategies to SSPCM will not apply any of Unmanaged Assets or Report Only Accounts (see Item 4 - Advisory Business). Investment Planning and Rebalancing Develop a Plan. Based on your goals and objectives, time horizon, financial circumstances, and risk tolerance, and subject to the terms of our Agreement, SSPCM will recommend an asset allocation consistent with our fiduciary obligations to you. The portfolio allocations recommended will attempt to balance risk and reward and align with the client’s stated risk tolerance, investment objectives, and investment horizon. In formulating these recommendations, we will take into consideration your current portfolio allocations and holdings and will make specific recommendations based on those holdings, as well as the other factors referenced above. Monitor and Supervise. SSPCM will review your investment accounts periodically to ensure your allocations remain materially aligned to your risk tolerances and investment needs, and to evaluate whether your 14  investment allocations continue to be consistent with your investment objectives, risk tolerance and investment horizon. Rebalancing. In accordance with our monitoring obligations, we will rebalance your portfolio periodically where we determine, in accordance with our fiduciary obligations, and/or when circumstances dictate (e.g. where a particular investment class category weighting is materially out of alignment with recommended targets and the market environment warrants rebalancing). In addition, investment yields and net cash inflows will be invested in a manner intended to maintain your portfolio’s alignment with recommended asset allocations. Investment Analysis, Selection and Monitoring SSPCM’s analysis of investments is fundamental; SSPCM relies on a combination of research materials from third parties and direct research with investment sponsors to conduct our analysis. When conducting due diligence on, or selecting, an investment, SSPCM’s Investment Committee(s) will review quantitative and qualitative aspects of the investment, which generally include a review of historical performance and performance relative to an appropriate benchmark, expense ratios, and portfolio management and practices. Security types considered for portfolio construction include, but are not limited to, no-load mutual funds, exchange listed securities, foreign issuers, certificates of deposit, index funds, options, certain insurance products, structured notes, private investments and other pooled investments, stocks, bonds, and exchange- traded funds (“ETFs”). Each investment selected will be monitored for continued consistency with its identified asset class/segment in an effort to monitor against tracking error. As deemed appropriate by SSPCM, we will remove a recommended manager from clients’ portfolios and, if an alternative manager is identified, replace the recommended manager with the alternative manager immediately or over time, based on the recommendation of the Investment Committee and under your particular circumstances. Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by SSPCM), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. SSPCM does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, SSPCM shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Client Monitoring of Investments Investment Portfolio. Fluctuating rates of return characterize the securities market, particularly during short- term periods. Recognizing that short-term fluctuations may cause variations in performance, it’s your obligation to evaluate investment performance from a long-term perspective. Your ongoing review and analysis of your investments is necessary in order to maximize your likelihood of achieving your stated investment goals. Costs and Fees. On at least an annual basis, you should review with us, or independently, all costs associated with the management of your portfolio, including, but not limited to the following: • Expense ratios of each mutual fund, ETF and other investment that carries a management fee that is independent of any fees charged by us; 15  • Administration fees (i.e. costs associated with the administration of your investment portfolio, including any transactions costs, custodial fees, trust servicing fees, etc.); and • Our fees to ensure that amounts debited or otherwise paid by you are consistent with the terms of your Agreement. Investment Process Stocks. Stocks are selected if We believe they have the potential for above average total return over a one- to two-year time horizon. Total return is comprised of capital change plus dividend income. Liquidity and quality are emphasized, with quality being measured by analyzing financial strength, growth, stability of profits, and management competence. Once a stock achieves its return potential, at least a portion is often sold. If a stock declines significantly in price, We will evaluate whether to keep holding the position. The risks associated with investments in stocks include the possibility of capital loss, as well as the possibility that earnings, sales, and dividends do not meet expectations. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. By focusing on a longer-term investment horizon, We seek to keep trading and transaction costs as low as possible. Equity Investments. SSPCM clients can invest in equities either directly or through the purchase of mutual funds, ETFs, and separately managed accounts (“SMAs”) (see “Investment Companies and ETFs” below for a summary of risks associated with these types of securities) selected by SSPCM from a variety of asset classes including US-, Non-US-,large-, mid-, and small-capitalization companies, etc.). Regardless of how exposure to equities is achieved, equity investment valuations will generally increase, or decrease, based on factors directly relating to the performance of the companies invested in; however, equity investment valuations are also affected by other factors not immediately or directly affecting the companies, such as market conditions and technology/industry/cultural changes. Investments in small- and mid-capitalization companies are generally understood to be more economically vulnerable than investments in larger, more established organizations, and valuations for such investments will potentially be more volatile than investments in large-capitalization companies. Fixed Income. Fixed income securities (including individual bonds and fixed income oriented mutual funds and ETFs) are often subject to various types of risk, including, but not limited to: interest rate risk (e.g. bond prices rise when interest rates fall and vice versa, an effect that is usually pronounced for longer-term securities); credit risk (e.g. changes in credit rating); issuer risk (e.g. willingness of the issuer to make debt service payments); and tax advantaged status risks (e.g. losing preferential tax status/treatment). In addition to the foregoing risks, fixed income ETFs and mutual funds are generally subject to the same risks described above under “Investment Companies and ETFs”. Investment Companies. When achieving market exposure through the use of an Investment Company (e.g. open-end mutual funds and/or ETFs1), careful consideration should be given to the investment objectives, risks, charges and expenses associated with such investments before investing. Clients invested in these securities will bear fund fees and expenses associated with the management thereof, which will reduce overall returns. Investments in these securities are subject to the same risks as the underlying securities (including, risk of capital loss and those other risks described in this section), in addition to manager and investment practices risks. Exchange Traded Funds. ETFs, unlike mutual funds, are traded intraday, meaning the price can fluctuate throughout the day, and cannot be purchased directly from the issuer. ETFs are also subject to additional risks, including the risk that the market price of the ETF is above or below its net asset value. SSPCM generally does not invest in leveraged or inverse ETFs, which can be higher risk for investors, except in certain individual circumstances in which the particular client is sophisticated and such investments align with the client’s risk tolerance and investment objectives. 1 Certain ETFs are organized as Unit Investment Trusts rather than Investment Companies; however, the general risks outlined herein are equally applicable to such funds. 16  International and Emerging Markets Investments. International investments subject portfolios to greater risks including, but not limited to, currency fluctuation, economic conditions and different governmental and accounting standards. Emerging markets investments involve heightened risks related to these same factors as well as increased volatility and could have lower trading volume. SSPCM clients achieve exposure to these markets primarily through mutual funds, ETFs, and structured notes. Private Investments. Private investments, such as private funds, non-registered pooled investments, private real estate funds, hedge funds, limited partnerships, private equity, and other non-exchange traded investments, generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that the client is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. These investments often utilize strategies involving the use of derivatives and/or leverage to achieve returns, thereby increasing their complexity and risk. In addition, such investments carry other risks, including the risk that the strategy will not work as intended and result in complete loss of principal to investors, risk of capital loss, market risk, fund sponsor risk, liquidity risk, little transparency, increased complexity, and lack of secondary market. If the fund offers investors liquidity, it reserves the right to limit investor redemptions from the funds in part or in whole at its discretion. Private investments are not suitable for all clients, and many such investments require potential investors to complete a qualifying questionnaire prior to investing. Unaffiliated Private Investment Funds. SSPCM also provides investment advice regarding private investment funds. SSPCM, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in private investment funds, the description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the fund’s offering documents. SSPCM’s role relative to unaffiliated private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become an unaffiliated private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of SSPCM calculating its investment advisory fee. SSPCM’s fee shall be in addition to the fund’s fees. SSPCM’s clients are under absolutely no obligation to consider or make an investment in any private investment fund(s). Please Also Note: Valuation. In the event that SSPCM references private investment funds owned by the client on any supplemental account reports prepared by SSPCM, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. If the fund makes a capital call for investors between updates to the investors value in the fund, then SSPCM will use the prior value plus the amount of the capital called as the value on its client reports and for billing purposes. The updated value will continue to be reflected on the report until the fund provides a further updated value. Please Also Note: As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, We calculate our fee based upon the latest value provided by the fund sponsor. Structured Notes. A Structured Note is a financial instrument that combines two elements, a zero-coupon debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such an index or basket of indexes representing various asset classes). Structured notes do not pay interest, dividend payments, provide voting rights or guarantee any return of principal at maturity unless specifically provided through products that are designed with this purpose in mind. Most Structured Note payments are based on the performance of an underlying index (i.e., such an index or basket of indexes representing various asset classes) and if the underlying index were to decline 100% then the payment of the note at maturity can result in a loss of a portion or all of a client’s principal. 17  Structured Notes will generally be subject to liquidity constraints, such that the sale thereof before maturity can be limited. Structured Notes will not be listed on any securities exchange. There may be no secondary market for such Structured Notes. The price, if any, at which an issuer will be willing to purchase Structured Notes from clients in a secondary market transaction, if at all, will likely be lower than the original issue price and any sale before the maturity date could result in a substantial loss. Structured Notes are not designed to be short-term trading instruments so clients should be willing to hold any notes to maturity. Structured Notes may not be transferable to other broker dealers or custodians. Some Structured Notes allow the issuers the option to redeem Notes before maturity. In addition, the maximum potential payment on Structured Notes will typically be limited to the redemption amount applicable for a payment date, regardless of the appreciation in the underlying index associated with the note. Since the level of the underlying index at various times during the term of the Structured Notes held by clients could be higher than on the valuation dates and at maturity, clients may receive a lower payment if redeemed early or at maturity than if a client would have invested directly in the underlying index. Structured Notes are not insured through any governmental agency or program and the return of principal and fulfillment of the terms negotiated by SSPCM on behalf of clients is dependent on the financial condition of the third party issuing the note and the issuer’s ability to pay its obligations as they become due. There are different types of Structured Notes. SSPCM generally utilizes the following three types of structured notes, but please know that the structure and terms of each note are specific to that note and thus there is no guarantee that any note will have the exact structure or terms listed in the examples below: • Buffered Return Enhanced Notes-a note that provides the potential for an enhanced return (return enhanced) based on the performance of an underlying asset or assets, but usually with some cap or limit on the maximum return possible, and with a contingent amount of partial downside protection (buffer) that is designed to absorb only a percentage of loss at maturity but will not protect against all losses. • Uncapped Return Enhance Barrier Notes-a note that provides the potential for uncapped enhanced return (return enhanced) based on the performance of an underlying asset or assets, along with some potential for downside protection but only to a certain limit. If the losses on the underlying asset or assets exceed the limit (barrier) of the downside protection, then the entire loss of the underlying assets or assets will be reflected in the return on the note at maturity. • Allocator Note-a note that proves the potential for an uncapped return based on an unequal weighting of underlying assets which is determined at maturity of the note (i.e. 85% allocation to the best performing asset, 10% allocation to the second-best performing asset, 5% allocation to the worst performing assets), with no downside protection (i.e. no buffer or barrier) against losses. Please Note: Past performance is no guarantee of future results. Different types of investments involve varying degrees of risk. Therefore, there can be no assurance that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended and/or undertaken by will be profitable, equal any historical performance level(s), or prove successful. Please Also Note: If the issuer of the Structured Note defaults, the entire value of the investment could be lost. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address them. Direct Indexing. For certain clients, SSPCM, may employ an investment strategy referred to as Direct Indexing, a strategy that seeks to replicate an existing stock index, like the S&P 500, through direct ownership of individual stocks. Direct Indexing allows for portfolio customization and adjusting exposure to specific stocks or sectors. It can also provide a tax-loss harvesting benefit, which may help reduce tax bills by offsetting capital gains with losses from other positions. SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have regarding Direct Indexing. Interval Funds. Where appropriate, SSPCM may utilize interval funds. An interval fund is a non-traditional type of closed-end mutual fund that periodically offers to buy back a percentage of outstanding shares 18  from shareholders. Investments in an interval fund involve additional risk, including lack of liquidity and restrictions on withdrawals. During any time periods outside of the specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund. There is no assurance that an investor will be able to tender shares when or in the amount desired. There can also be situations where an interval fund has a limited amount of capacity to repurchase shares and may not be able to fulfill all purchase orders. Many interval funds impose a short-term redemption fee that will apply to any investor who redeems from the fund prior to the expiration of the minimum required holding period. In addition, the eventual sale price for the interval fund could be less than the interval fund value on the date that the sale was requested. While an interval fund periodically offers to repurchase a portion of its securities, there is no guarantee that investors may sell their shares at any given time or in the desired amount. As interval funds can expose investors to liquidity risk, investors should consider interval fund shares to be an illiquid investment. Typically, the interval funds are not listed on any securities exchange and are not publicly traded. Thus, there is no secondary market for the fund’s shares. Because these types of investments involve certain additional risk, these funds will only be utilized when consistent with a client’s investment objectives, individual situation, suitability, tolerance for risk and liquidity needs. Investment should be avoided where an investor has a short-term investing horizon and/or cannot bear the loss of some, or all, of the investment. There can be no assurance that an interval fund investment will prove profitable or successful. Rather, like any type of investment, an interval fund, at any specific point in time, or over any specific time-period, can suffer losses, including the potential for substantial losses. In light of these enhanced risks, a client may direct SSPCM, in writing, not to purchase interval funds for the client’s account. Retirement Asset Rollovers. SSPCM may recommend that clients take a distribution from their retirement plan or another qualified account and roll the distribution amount over to a Retirement Account at SSPCM. We receive compensation for providing these services. As a result, We have an incentive to recommend that you take such distribution and roll over the proceeds to a Retirement Account at SSPCM. This conflict of interest is mitigated through Our compliance program, including those related to suitability. Risk of Non-Transferability SSPCM recommends a variety of investment products, some or all of which may not be transferrable to, and/or held by, a new advisor, broker-dealer and/or custodian upon the cessation of client’s engagement of SSPCM for any reason. SSPCM cannot control the activities of non-affiliated third parties, and no guarantee is made that investments recommended by SSPCM will be transferrable to any such non-affiliated third-party following the termination of SSPCM’s relationship with the client. In addition, certain investments recommended by SSPCM may be available to clients only while SSPCM is engaged, and a client may not be permitted to continue to hold such investments following the termination of the client’s engagement of SSPCM. Furthermore, if a client engages a new investment advisor, broker-dealer and/or custodian, that financial intermediary may be unable or unwilling to provide advice with respect to and/or maintain custody of such investment. In either case, the client may have to liquidate such investments prior to or upon transferring the assets or hold such investments outside of their relationship with the new advisor, broker- dealer and/or custodian. Investments recommended by SSPCM that carry a greater degree of risk of non- transferability include, but are not limited to, institutional class mutual funds (including those managed by Dimensional Fund Advisors), private investments, and structured notes, although all investments recommended by SSPCM bear some risk of non-transferability. Risk of Loss SSPCM makes some assumptions when formulating recommendations regarding asset allocations for which it will make. The assumptions made involve a high degree of speculation and uncertainty and, as a result, your actual returns will often be more or less than anticipated. Investing provides exposure to investments that can result in the loss of principal due to economic downturns, world events, market fluctuations, inflation, and individual security performance, among other things. Thus, while SSPCM recommends a variety of investments, all investments are subject to risk of decline in value and not all investments are suitable for all investors. 19  Item 9 – Disciplinary Information Neither SSPCM, nor its’ management team, has been subject to legal or disciplinary events that are material to a client or prospective client’s evaluation of the firm. Item 10 – Other Financial Industry Activities and Affiliations SSPCM is a wholly owned subsidiary of SouthState Bank, N.A. doing business as SouthState (“SouthState”). SouthState Bank, N.A. is a wholly owned subsidiary of SouthState Bank Corporation (NYSE: SSB). Inclusive of SSPCM as a wholly owned subsidiary, SouthState consists of departments including Private Wealth, a division that provides trust and fiduciary services; SouthState Investment Services, a division that provides retail non-deposit investment products through an agreement with LPL Financial; and SouthState Securities Corp., a wholly owned subsidiary that is a full-service registered broker dealer. Individuals employed by SouthState Bank, N.A. may be registered as investment advisory representatives with SSPCM, serving as advisors in the support of client accounts. In other circumstances, individuals employed by SouthState Bank, N.A. may provide supervision and support in operating SSPCM. SSPCM maintains ‘doing business as’ names including Private Capital Management (“PCM”), SouthState Advisory, Minis & Company, and SouthState Retirement Plan Services. SouthState Bank, N.A. has entered into an agreement with SSPCM to provide investment advisory services for its client accounts where it has authority to make investment decisions. SouthState Bank, N.A. pays a fee to SSPCM for this service. In some cases, employees and officers of SSPCM are simultaneously registered as associated persons of LPL Financial, an unaffiliated registered broker dealer. SouthState occasionally refers prospective clients to SSPCM and will receive compensation for such referrals (see Item 14 – Client Referrals and Other Compensation for additional information). SSPCM only receives compensation directly from advisory clients. SSPCM does not receive compensation from any outside source (e.g. Rule 12b-1 marketing fees or distribution or revenue sharing payments). No individual associated with SSPCM is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor, or insurance agent. SSPCM is not a general partner or manager of any pooled investment vehicle. SSPCM employees will at times sit on the Board of Directors, or take on other volunteer leadership positions, at local non-profit or community organizations which are also engaged as clients with SSPCM. This presents a conflict of interest because the SSPCM employee will have dual responsibilities to the client organization. SSPCM takes steps to mitigate this conflict by requiring its employees to report outside business activities to its Chief Compliance Officer before engaging in a role which conflicts with his or her duties to the particular client organization. SSPCM requires that an employee who engages in such activities recuse himself or herself from all decisions related to SSPCM’s engagement with the particular client organization through his or her Board and/or leadership position. SSPCM will at times enter into client relationships with individuals who are affiliated with or employed by entities managing funds recommended by SSPCM. From time to time, advisors will recommend these investments to other clients. This presents a conflict because such recommendations result in possible direct or indirect economic benefits to the affiliated client by virtue of such client’s employment with such funds. This, at a minimum, could create the perception that SSPCM places its affiliated clients’ interests over those clients who are not affiliated with these funds in order to benefit the affiliated client(s). This also presents a conflict in that an advisor could possess or have knowledge of non-public material information about these funds due to the affiliated client’s relationship, which cannot be shared or acted upon according to federal and state securities laws. SSPCM’s Investment Committee serves as a review board for investments recommended to SSPCM clients. Investments subject to Investment Committee review undergo independent due diligence, and a determination is made thereby as to whether such investments should be recommended 20  to clients. If the particular advisor of the affiliated client is on the Investment Committee, then this advisor is required to abstain from votes related to the particular investments for which the affiliated client is manager of, or otherwise materially engaged with, as they pertain to client accounts. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions about affiliations with SSPCM. At times, SouthState will have a banking relationship with some of the same fund managers that SSPCM recommends to clients. SouthState has a lending or banking interest in the success of those companies, which could create a conflict of interest, or the perception of a conflict, relative to SSPCM’s decision to recommend such funds because of its affiliation with SouthState. SouthState may also possess or have knowledge of non-public material information about these funds due to the banking relationship, which cannot be shared or acted upon according to federal and state securities laws. SSPCM’s Investment Committee serves as a review board for investments recommended to SSPCM clients. Investments subject to Investment Committee review undergo due diligence, and a determination is made thereby as to whether such investments should be recommended to clients. SSPCM will recommend funds for clients when deemed appropriate and in the particular client’s best interest, and SSPCM does not engage in or act upon non-public material information for investment recommendations. Further mitigating this conflict, SSPCM does not receive compensation from SouthState or any funds for which it recommends. Item 11 – Code of Ethics SSPCM maintains different Codes of Ethics (“Codes”) across its DBAs, and employees will be subject to different policies and procedures depending upon which DBA they offer services under. In such instances where Codes of Ethics vary between DBAs, some employees will be subject to policies and procedures under one DBA that materially differ from another DBA. The client or prospective client can obtain copies of the Codes by contacting the Chief Compliance Officer, Kara Marsh, at 303-370-0055. Private Capital Management Code of Ethics Private Capital Management (“PCM”) has adopted a Code of Ethics (the “Code”) which describes the firm’s standard of business conduct and fiduciary duty to its clients. Some of the general principles of the Code include: • PCM adheres to the fiduciary standards of integrity, trustworthiness, and truthfulness. • PCM puts client interests ahead of PCM’s interests. • PCM keeps client information confidential. • PCM provides full disclosure of all material facts to clients. • PCM ensures that it and its employee’s personal securities transactions do not adversely affect the securities transactions of clients. • PCM complies with all relevant Federal, State and local rules, regulations and laws. PCM authorizes employees to trade, for their personal accounts, in the same securities that the firm recommends for our clients’ accounts, including family-related accounts, but specifically prohibits trading activity intended to benefit an employee at the expense of a client or leveraged off a client’s activities. Employees may also invest in pooled investment vehicles, including those recommended to PCM clients. Employee transactions in the same mutual funds recommended for PCM clients if traded on the same day, are executed at the same closing net asset value for all participants and no price impact is anticipated from either employee or client transactions. Consequently, clients are not adversely affected by these transactions. Employee transactions in ETFs can be executed at or around the same time as those transactions that are recommended or executed for clients. The firm has a personal trading policy (outlined below) in place to monitor and detect any potentially abusive practices. Under the Code, employees must report all personal trading transactions, as defined in the Code, and pre- clear all transactions concerning initial public offerings. Employees are required to provide quarterly 21  transaction reports and annual transaction holding reports to PCM Compliance. In addition, employees must report all personal accounts (as defined in the Code) initially upon commencement of employment and no less than quarterly thereafter. SouthState Advisory, Minis & Company, SouthState Retirement Plan Services Code of Ethics SouthState Advisory, Minis & Company, and SouthState Retirement Plan Services have adopted a Code of Ethics (the “Code”) which describes the firm’s standard of business conduct and fiduciary duty to its clients. Some of the general principles of the Code include: • Serving client interests ahead of their own; • Not taking inappropriate advantage of their position with SSA; • Avoiding actual or potential conflicts of interest or abuse of their position of trust and responsibility; • Prohibitions against trading, either personally or on behalf of others, on material nonpublic information or communicating material nonpublic information to others in violation of the law; • Adherence to all federal and state securities laws; and • Disclosure of personal trading activity to the Chief Compliance Officer. Employees are permitted to maintain personal securities accounts as long as personal investing practices are consistent with fiduciary standards and regulatory requirements, and do not conflict with their duty to Our clients. Employees, on occasion, buy, hold, or sell certain securities for themselves that We also recommend for purchase or sale in Our client portfolios. This presents a conflict of interest if the access person were to use information obtained during the normal course of business to trade ahead of clients in a personal account or account managed by Us for employees or their family members. Employees with prior knowledge of a client transaction (e.g., Our Portfolio Managers intending to place a similar trade in client accounts) are not permitted to buy or sell securities for their own account until transactions for securities in client accounts are completed. To further mitigate any such conflicts of interest, Our Code of Ethics prohibits personal securities trading in specific securities during specific time periods as well as reporting and certifications of investment activities. Employee investments in Initial Public Offerings, limited offerings, and private placements must be pre- cleared by the Chief Compliance Officer or designee. We do not act in a principal capacity relative to client accounts or sell securities as principal to clients. Cross trades between client accounts or a client’s account and an employee’s account are strictly prohibited. We do not recommend the purchase or sale of Our parent company’s stock, SSB. Item 12 – Brokerage Practices Except with respect to certain private investments where funds are held directly by the fund sponsor as a capital investment, clients are required to deposit assets at a broker-dealer, investment company, or another financial institution that meets the definition of a “qualified custodian” under the Advisors Act, through which SSPCM will monitor the managed assets in the account. As a result, clients are required to complete all documentation required by the applicable custodian for each account, including the appropriate new account documentation. While SSPCM does not open custodial accounts for its clients, it can assist them in doing so. The ultimate responsibility rests with the client for the accuracy of the account opening and the information supporting the account. Broker Selection/Recommendation SSPCM will process all trades in the account through the broker-dealer/custodian selected by each client. While clients designate the custodian, SSPCM seeks to limit the number of custodians which hold client 22  assets due to the complexity associated with managing accounts on multiple custodial platforms. SSPCM clients generally use Charles Schwab & Co. (“Schwab”), Fidelity, or Equity Trust to serve as custodian based upon the quality of their services, the types of services these firms offer, their overall capabilities, execution quality, competitiveness of transaction costs, the investment research they make available to SSPCM and SSPCM’s clients, and the firms’ reputation and financial stability, among other things. SSPCM seeks to recommend custodians/brokers who will hold your assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. SSPCM considers a wide range of factors, including, among others, the following: • Combination of transaction execution services along with asset custody services (generally without a separate fee for custody); • Capability to execute, clear and settle trades (buy and sell securities for your account); • Capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); • Breadth of investment products made available (stocks, bonds, mutual funds, exchange traded funds (ETFs), etc.); • Availability of investment research and tools that assist SSPCM in making investment decisions; • Quality of services; • Competitiveness of the prices of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them; • Reputation, financial strength, and stability of the provider; • Financial responsibility; and • Their prior service to SSPCM and its clients, including their responsiveness to requests and inquiries. Schwab provides products and services to SSPCM that provide an economic benefit to SSPCM, but that may not benefit its client’s accounts. Some of these other products and services assist SSPCM in managing and administering clients’ accounts, including, but not limited to: • Receipt of duplicate client confirmations and bundled client statements; • Access to a trading desk exclusively for Schwab Institutional participants; • The ability to have advisory fees deducted directly from a client’s account; • Receipt of compliance publications; and • Access to mutual funds which generally require significantly higher minimum initial investments or are generally available only to institutional investors. Schwab also makes available to SSPCM other services intended to help SSPCM manage and further develop its business enterprise. Services available to SSPCM include consulting, publications and conferences on practice management, research reports, information technology, business succession and marketing. SSPCM’s receipt of these benefits creates a conflict of interest because it relieves the firm from fully paying for these items or producing them itself. As result, the receipt of these benefits make it more likely that SSPCM will generally recommend these companies as the custodian for its clients’ accounts. However, SSPCM believes that clients’ use of these companies to serve as the custodians and brokers on clients’ accounts is in the best interests of those clients, based on the scope, quality, and price of services all of which benefit clients as opposed to SSPCM. SSPCM’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab as the result of this arrangement. There is no corresponding commitment made by SSPCM to Schwab to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as result of the above arrangement. ANY QUESTIONS: SSPCM’s Chief Compliance Officer, Kara Marsh, remains available to address any questions that a client or prospective client may have regarding the above arrangements and the corresponding conflicts of interest presented by such arrangements. As noted in Item 10 above, at least one employee is simultaneously registered as an associated person of LPL Financial, an unaffiliated registered broker/dealer. There are instances when an individual is compensated to be a broker of record for a client, and for the individual to be compensated for recommending 23  Our services. In this case, You pay expenses to LPL Financial or mutual fund expenses, as well as fees for services that We provide. Brokerage for Client Referrals While there is an inherent conflict of interest in the relationship between investment advisers, consultants, and brokerage firms relating to the referral of business, We work to minimize these conflicts whenever possible. We do not differentiate between referred and non-referred clients when negotiating commissions with brokerage firms. Directed Brokerage If You direct Us to use a particular broker or dealer, You are responsible for negotiating commissions as We cannot always obtain volume discounts or best execution for Your account on each transaction. In other words, directing brokerage can at times cost You more money. In addition, under these circumstances a disparity in commission charges at times exist between the commissions charged to clients who direct Us to use a particular broker or dealer and clients whose accounts are not so directed. Directed brokerage trades are generally executed after non-directed trades for accounts trading the same security or investment. If a client does not direct Us to use a particular broker-dealer, We are in a position to recommend one or more discount brokerage options for custodial services and select trade counterparties that we believe meet best qualitative execution parameters Trade Aggregation (“Bunching”) When allocating trades, We strive to treat clients fairly and equitably. To achieve best execution, We attempt to aggregate or bunch client orders within a given strategy and negotiate brokerage commissions for those clients that give Us brokerage discretion. SSPCM has the ability to bunch orders of various discretionary clients for execution but is not required to, and client portfolios are in most cases traded independently of one another; in such circumstances, where the security is subject to price fluctuations between such trades, client accounts will, in most cases, receive pricing that is different from one another. We receive no additional compensation of any kind because of the proposed aggregation; however, we receive soft dollar credits in some executions. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the terms of the order. If the order is partially filled, it will be allocated pro rata based on the allocation statement/ spreadsheet. Some factors that lead to an account receiving an allocation other than on a strict pro-rata basis include unique client objectives, restrictions, cash flows or tax status. Precise pro-rata allocations are not always achieved due to factors such as the rounding of quantities to achieve round lot positions in client accounts. Additionally, small execution quantities tend to result in some clients receiving different execution prices and allocations in the same security on subsequent days. Transaction costs will be assigned based upon the account’s commission schedule. Soft Dollars Via the Service Provider Agreement between SSPCM and SouthState Bank, N.A. (see Item 10), we place certain equity and fixed income trades through brokers that offer soft dollar benefits directly or through corporate affiliates. Soft dollar arrangements are a means of paying brokerage firms for their services through commission revenue rather than by direct hard dollar payments. Soft dollar benefits are solely related to research or brokerage services as defined under Section 28(e) of the Securities and Exchange Act of 1934, and include research developed by a third party (e.g., macroeconomic commentary, stock, mutual fund, and ETF selection screening and write-ups). Those benefits create a conflict of interest by causing you to pay a higher commission than you would otherwise, benefit clients that have not paid for them, and cause us to pay less to produce or pay for this research. Additionally, we have an incentive to select or recommend a 24  broker-dealer based on our interest in receiving the research provided, rather than the most favorable execution for your trade(s). To mitigate this conflict of interest, we only use soft dollars if we decide in good faith the higher commission is warranted in meeting Our fiduciary duty to clients. To minimize this conflict of interest, SSPCM regularly reviews commission rates to affirm their reasonableness. We do not execute securities transactions as a principal, so no soft dollars are paid in conjunction with principal transactions. We have adopted strict compliance policies to ensure that our use of soft dollars is consistent with our duty to obtain the best available execution and that research services represent fair and measurable value for our clients. Research services are obtained from brokers that we believe add value to a broad range of accounts, although perhaps not useful to every account in every case. Principal and Cross Agency Transactions We do not act in a principal capacity relative to client accounts or sell securities as principal to clients. Cross trades between client accounts or a client’s account and an employee’s account are strictly prohibited. Trade Errors From time-to-time, SSPCM may make an error in submitting a trade order on your behalf. When this occurs, SSPCM may place a correcting trade with the broker-dealer which has custody of your account. If an investment gain results from the correcting trade and Schwab is your custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, SSPCM will pay for the loss. Schwab will maintain the loss or gain if it is under $100 to minimize and offset its administrative time and expense. Generally, if related trade errors result in both gains and losses in your account, they may be netted. Trade errors practices may differ depending upon your broker-dealer, and you should familiarize yourself with the trade error practices of the broker-dealer which has custody of your account. SSPCM’s full Trade Error Policy is available upon request. Item 13 – Review of Accounts SSPCM reviews client accounts at a minimum of an annual basis, which includes, but is not limited to, an analysis of asset allocations, significant cash flows, and current investments. In addition, investment portfolios are reviewed periodically with the client as circumstances may dictate, but ordinarily no less than annually. When deemed appropriate, portfolio actions are taken (e.g. to rebalance to a recommended target allocation, or to modify a recommended target allocation). Such circumstances might include changes in capital market conditions, economic changes, tax changes, and/or a change in SSPCM’s recommended investments and/or a change in the client’s investment objectives, financial profile, investment horizon or risk tolerance. SSPCM attempts to ensure conformity with the client’s stated goals, financial profile, risk tolerance, investment horizon and investment objectives. Clients should, however, inform SSPCM promptly of changes in the client’s investment objectives, risk tolerance, investment horizon or financial situation in order to allow SSPCM to analyze the continued suitability of clients’ investments and, as necessary, make appropriate adjustments thereto as the circumstances dictate. In the case of SouthState Retirement Plan Services, this review of accounts is performed by its Investment Committee. A more formal review is usually triggered by decisions to buy or sell particular securities, if a client changes his/her investment objectives, in the event of a significant cash flow, or if the market, political, or economic environment changes materially. The client will be sent statements by the client’s broker-dealer/custodian no less frequently than on a quarterly basis. In addition, SSPCM prepares supplementary reports for clients on the status of their accounts, usually on a quarterly basis. 25  SSPCM will have no responsibility for Unmanaged Assets and Report Only Accounts. See Item 4 – Advisory Business for additional information regarding Unmanaged Assets and Report Only Accounts. Item 14 – Client Referrals and Other Compensation Other Compensation As noted in Item 12 above, SSPCM receives certain benefits from third-party custodians in the form of support, products, and services made available to SSPCM. However, these offers of products and services are not based on the willingness of SSPCM or its investment advisor representatives to provide any particular investment advice to their clients, such as recommendations to purchase any particular securities or investment products. Client Referrals SSPCM maintains a referral relationship with one party, SouthState Bank, N.A.. • SouthState Bank, N.A. SSPCM is a wholly owned subsidiary of SouthState Bank, N.A., doing business as SouthState. SSPCM has a promoter agreement with SouthState whereby SSPCM will compensate SouthState employees through a bonus system that rewards employees for referring clients to SSPCM upon the successful engagement of such clients. Retail Bank Employees of SouthState are paid compensation equal 10% of the expected first year revenue paid to SSPCM. Payment of a fee will not result in any additional management fees or charges paid by our clients. This promoter agreement is structured to comply with applicable securities laws, which include the existence of a formal contract between SSPCM and SouthState. Item 15 – Custody Clients are required to designate a qualified custodian to hold assets in their accounts. However, SSPCM will be “deemed” to have custody of client assets under the following circumstances: • Clients may authorize SSPCM to debit fees directly from their accounts. In that case, clients must provide written authorization permitting the custodian to debit fees from the client’s account on behalf of SSPCM. Clients will receive account statements directly from the account’s custodian at least quarterly, which will detail all activity and list any fee deductions. These reports will be sent to the email or mailing address the client provided. Clients should carefully review the account statements they receive from the custodian to ensure they accurately reflect the assets the client believes are in the account and fees assessed by SSPCM. If any inconsistencies are found, clients should contact SSPCM immediately. • Clients have named a SSPCM employee as a trustee, co-trustee or successor trustee, or as full power of attorney. • Clients can authorize SSPCM, under terms of a letter of instruction, to instruct the custodian to disburse funds or securities from the client’s account at the custodian to a third-party. Terms of the letter of instruction are provided by the client.2 2 In certain circumstances, first-party money movements (i.e. transfers from one of a client’s account to another) can create custody. However, SSPCM’s and its custodians’ processes, are intended to prevent SSPCM from being deemed to have custody in such circumstances. 26  • Clients provide client login credentials to an account that provides the person with those credentials the ability to disburse funds from the account without additional client authorization (e.g. neither the client’s signature nor verbal authorization is required to withdraw funds from the account). • Clients provide SSPCM with check writing or similar authority over an account such that SSPCM has the ability to issue checks or wires to third parties without prior authorization of the client. • Clients authorize SSPCM to utilize SouthState Bank, N.A. as a qualified, but also affiliated, custodian. When clients authorize SSPCM to utilize SouthState as a qualified custodian, this presents a conflict of interest due to our affiliation with SouthState. SSPCM discloses this conflict to SSPCM clients prior to or at the time of onboarding SouthState as a custodian. While SSPCM seeks to limit the number of custodians which hold client assets and generally recommends custodians to its clients, clients ultimately choose the custodian of their assets. Clients can select a custodian that is not affiliated with SSPCM or SouthState. SSPCM obtains an annual surprise custody examination of its custody accounts in accordance with applicable regulations. SSPCM also undergoes an internal control review by an independent accounting firm to verify operating effectiveness. Item 16 – Investment Discretion For most client accounts, SSPCM has discretionary authority to manage the investments within the accounts. The Agreement provided to clients will include a limited power of attorney that outlines the specific authority SSPCM will have to initiate investment transactions in the client’s accounts and whether such authority is of a discretionary or non-discretionary nature. That document also permits SSPCM to notify the account’s custodian and/or broker-dealer of its authority (although these entities may require clients to execute separate forms to confirm SSPCM’s discretionary authority over each account). Specifically, SSPCM will have the authority to: • Determine which securities to buy, hold, and sell; • Decide total amount of securities to buy, hold, and sell; • Select broker-dealers through whom We buy and sell securities (unless directed); • Set commission rates paid for securities transactions; • Choose the timing of when and prices at which We buy and sell securities, which impact broker- dealer transaction costs SSPCM will strive to manage each client’s account consistent with the client’s investment objectives and risk tolerance, which are established at the opening of the account but are subject to change at any time at the client’s direction. Certain investments require additional written client consent, including private investments. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss. In addition, clients have the right to designate specific restrictions on investments held, or to be held, in their accounts (e.g. Unmanaged Assets), subject to reasonable SSPCM approval, and the right to limit SSPCM’s discretionary or decision-making authority over an account even where such an account is included in SSPCM’s periodic reporting to the Client (e.g. Report Only Accounts). Unmanaged Assets and Report Only Accounts are subject to the limitations in Items 4, 8 and 13 above. The client agrees to accept sole responsibility for any Unmanaged Assets and Report Only Accounts that the client has chosen to maintain in the clients account(s). Specifically, SSPCM allows clients to limit our discretionary authority in the following ways: • Retain certain positions; • Limit or exclude investment in certain asset classes or securities; and 27  • Require the client’s authorization before trading (there is in certain cases an incremental cost for this service). Various securities and/or tax laws, as well as internal compliance policies, may impose additional restrictions on the investments made. Item 17 – Voting Client Securities Clients select when opening an account whether the client or SSPCM will vote proxies for the client’s securities. If the client chooses to have SSPCM vote the proxies, SSPCM will do so in the client’s best interest, without regard to SSPCM’s interest and will generally utilize a third-party proxy voting firm for this purpose. SSPCM utilizes a third-party service to vote proxies based on voting guidelines submitted thereto by SSPCM. As part of Our proxy voting service, We have elected to participate with an unaffiliated company that provides asset recovery services covering class action lawsuits, bankruptcies, and disgorgements. This company will receive a contingency fee of 18% of the total settlement collected for You. There is no additional fee to You for this service, and We do not receive any portion of any amount recovered. Annually, SSPCM reviews its proxy voting guidelines with its third-party services provider. SSPCM’s philosophy relative to its voting guidelines is to vote proxies in a manner that is, in SSPCM’s opinion, most likely to maximize the economic value to the clients; however, the ultimate impacts on any particular proxy vote cannot be guaranteed to achieve this objective. Clients can obtain information on how their proxies were voted by making an oral or written request to SSPCM. A copy of SSPCM’s proxy voting policies and procedures is available upon request by contacting the Chief Compliance Officer, Kara Marsh. Conflicts of interest between Our interests and those of Our clients are identified prior to proxy voting. For example, if a client serves as an executive with a publicly traded company, and other clients hold securities issued by the company, the situation would be deemed a conflict of interest. All material conflicts of interest that are identified are disclosed to the clients affected, and client consent will be obtained prior to voting Under certain circumstances, We do not vote proxies. Where clients have set up securities lending programs, We cannot vote proxies unless We issue instructions to the client custodian to retrieve the securities before the record date. We generally do not initiate a call back of securities where a client participates in securities lending. If the client chooses to vote their own proxies on any account or security, the client is responsible for contacting and coordinating with their custodian(s) to arrange receipt of the client’s proxy voting materials. For SouthState Retirement Plan Services, we do not vote proxies for any non-IRA clients. For IRA clients of SouthState Retirement Plan Services, we will act as agent for receipt of certain legally required communications, including prospectuses, annual and semiannual reports, and proxy materials. We will act as our clients’ agent to vote proxies on their behalf, as well as file any class action lawsuits, bankruptcies, etc. for any securities positions held or previously held by the account. 28  Item 18 – Financial Information Registered investment advisors are required, in some cases, to provide certain financial information and disclosures about the firm’s financial condition. For example, if SSPCM required clients to prepay advisory fees six months or more in advance, had a financial condition that was reasonably likely to impair its ability to meet its contractual commitments to its clients, or had been the subject of a bankruptcy petition during the past ten (10) years, it would be required to include certain financial information and make disclosures. We have not identified any financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to our clients, nor have we ever filed for bankruptcy or been the subject of a bankruptcy petitio 29  Item 19 – Privacy Notice Rev Jan 2026 FACTS WHAT DOES SOUTHSTATE PRIVATE CAPITAL MANAGEMENT LLC DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:  Social Security number and income;  Account balances and transaction history;  Employment information and credit history. When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons SouthState Private Capital Management chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Can you limit this sharing? Does SouthState Private Capital Management share? YES NO For our everyday business purposes— such as: to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus YES NO For our marketing purposes— to offer our products and services to you YES NO For joint marketing with other financial companies YES NO For our affiliates’ everyday business purposes— information about your transactions and experiences NO WE DON’T SHARE For our affiliates’ everyday business purposes— information about your creditworthiness NO WE DON’T SHARE For our affiliates to market to you NO WE DON’T SHARE For nonaffiliates to market to you Call 303-370-0055 or visit us at www.pcm-inc.com Questions? 30  Page 2 Who we are Who is providing this notice? SouthState Private Capital Management LLC is a wholly owned subsidiary of SouthState Bank, National Association. What we do How does SouthState Private Capital Management protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you How does SouthState Private Capital Management collect my personal information?  open an account or deposit money  pay your bills or apply for a loan  use your credit or debit card We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Federal law gives you the right to limit only Why can’t I limit all sharing?  Sharing for affiliates’ everyday business purposes—information about your creditworthiness;  Affiliates from using your information to market to you;  Sharing for nonaffiliates to market to you. State laws and individual companies may give you additional rights to limit sharing. Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.  Our affiliates include a bank (SouthState Bank, National Association), a registered broker dealer (SouthState Securities Corp.), and a registered investment advisor (SouthState Private Capital Management LLC). Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.  SouthState Private Capital Management does not share with nonaffiliates so they can market to you. Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.  Our joint marketing partners may include other financial service companies. Other Important Information In addition to federal law, you may be protected by specific state or local regulations concerning information sharing and marketing. SouthState Private Capital Management LLC will comply with these regulations, as applicable. For California Residents please refer to our California Consumer Privacy Notice posted on our website for information on your rights under the California Consumer Privacy Act. https://www.southstatebank.com/global/privacy-notice/california-consumer-privacy-notice 31