GRAY, WILLIAM, LOYD, JR.

William Loyd Gray, Jr. dba Goodpasture Gray 900 20th Avenue South Suite 1305 Nashville, TN 37212 (615) 601-3330 FORM ADV PART 2A BROCHURE March 26, 2025 Cover Page - Item 1 This brochure provides information about the qualifications and business practices of William Loyd Gray, Jr., dba Goodpasture Gray. If you have any questions about the contents of this brochure, please contact us at (615) 601-3330. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. information about Goodpasture Gray is also available on the SEC's website at Additional www.adviserinfo.sec.gov. The searchable IARD/CRD number for Goodpasture Gray is 108916. Goodpasture Gray is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training.  Goodpasture Gray Form ADV Part 2A Page 2 Material Changes - Item 2 The purpose of this section is to inform you of any material changes since the previous annual updating amendment filed with regulators on March 25, 2024. On March 26, 2025, we submitted our annual updating amendment for the 2024 fiscal year. We made the following material changes: • We updated Item 4 to reflect that as of December 31, 2024, we provided continuous management services for approximately $310,960,865 in client assets on a discretionary basis. We did not have any non-discretionary assets under management. If you have questions or if you would like a copy of our current disclosure brochure at any time, free of charge, please contact us at (615) 601-3330.  Goodpasture Gray Form ADV Part 2A Page 3 Table of Contents - Item 3 Contents Cover Page - Item 1 .................................................................................................................................................. 1 Material Changes - Item 2 ........................................................................................................................................ 2 Table of Contents - Item 3 ....................................................................................................................................... 3 Advisory Business - Item 4 ....................................................................................................................................... 4 Fees and Compensation - Item 5 ............................................................................................................................. 9 Performance-Based Fees and Side-By-Side Management - Item 6 ......................................................................... 9 Types of Clients - Item 7 ........................................................................................................................................ 10 Methods of Analysis, Investment Strategies and Risk of Loss - Item 8 .................................................................. 10 Disciplinary Information - Item 9 ........................................................................................................................... 17 Other Financial Industry Activities or Affiliations - Item 10 ................................................................................... 17 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading - Item 11 .......................... 17 Brokerage Practices - Item 12 ................................................................................................................................ 18 Review of Accounts - Item 13 ................................................................................................................................ 19 Client Referrals and Other Compensation - Item 14 .............................................................................................. 20 Custody - Item 15 ................................................................................................................................................... 20 Investment Discretion - Item 16 ............................................................................................................................ 20 Voting Client Securities - Item 17........................................................................................................................... 21 Financial Information - Item 18 ............................................................................................................................. 21 Requirements of State-Registered Advisers - Item 19 ........................................................................................... 21 Miscellaneous ........................................................................................................................................................ 22  Goodpasture Gray Form ADV Part 2A Page 4 Advisory Business - Item 4 Description of Services and Fees William Loyd Gray, Jr., dba Goodpasture Gray is a registered investment adviser based in Nashville, Tennessee. Mr. Gray is the sole owner and sole investment adviser representative. The firm operates as a sole proprietorship. Mr. Gray has been providing investment advisory services under Goodpasture Gray since initial registration in November 1997. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to William Loyd Gray, Jr., dba Goodpasture Gray, and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Portfolio Management Services We offer discretionary and limited non-discretionary portfolio management services. Our investment advice is tailored to meet your needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our portfolio management services, we may customize an investment portfolio for you in accordance with your risk tolerance and investing objectives. Once we construct an investment portfolio for you, we will monitor your portfolio's performance on a continuous basis and will re-balance your portfolio as required by changes in market conditions and your financial circumstances. We strive to offer high-quality and personalized services. The extensive process for each client is as follows: i. Determine your risk profile and investment objectives through an interview process and the completion of a questionnaire. ii. Set a relevant asset allocation policy for you from one of the many allocation models used by us. iii. Diversify among asset classes and styles. Asset allocation policy is implemented by investing in a well- diversified portfolio and is managed by institutional money management firms, not normally accessible to you directly. iv. Re-balance your portfolio. Re-balancing maintains the proper allocation to each asset class in the model. Each portfolio is monitored on an ongoing basis to ensure that it remains consistent with the agreed- upon asset allocation policy. If the relative value of investments in the portfolio varies enough to become inconsistent with this policy, your account is rebalanced. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your prior approval. Discretionary authority is typically granted by the portfolio management agreement you sign with our firm, a limited power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. In limited circumstances, we may enter into non-discretionary  Goodpasture Gray Form ADV Part 2A Page 5 arrangements with you, where we must obtain your approval prior to executing any transactions on behalf of your account. Our fee for portfolio management services is based on a percentage of the assets we manage and is set forth in the following fee schedule: Assets Under Management Annual Fee First $5 million 1.50% Next $5 million 1.00% Next $5 million 0.80% Next $10 million 0.70% Next $25 million 0.60% Asset Over $50 million Negotiable Our annual portfolio management fee is billed and payable quarterly in advance based on the market value of your account on the last day of the previous quarter. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. The fees charged are calculated as described above and are not charged based on the basis of a share of capital gains upon, or capital appreciation of, the funds, or any portion of the funds of an advisory client (15 U.S.C. §80b- 5(a)(1)). At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: 1. You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. 2. The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our firm. You may terminate the portfolio management agreement upon 30 days’ written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a  Goodpasture Gray Form ADV Part 2A Page 6 client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. We encourage you to review the statements you receive from the qualified custodian. If you do not receive a statement from the qualified custodian, contact the qualified custodian directly or call us for assistance. We require a set-up fee of $375 for each separate client account. As such, a single client may pay multiple account set-up fees. The set-up fee is payable in advance and is non-refundable. Since start-up, expenses are incurred only as a result of you opening a new account or engaging us for an additional service, fees paid beyond this initial set-up fee will be charged for the rendering of investment advice only. At our discretion, this fee may be waived. Rollover Services Disclosure In conjunction with the advisory services offered, we may provide education or recommendations related to the rollover of an employer sponsored retirement plan. A plan participant leaving employment has several options. Each choice offers advantages and disadvantages, depending on desired investment options and services, fees and expenses, withdrawal options, required minimum distributions, tax treatment, and the investor's unique financial needs and retirement plans. The complexity of these choices may lead an investor to seek assistance from us. When our firm or our Associated Person(s) recommend an investor roll over plan assets into an Individual Retirement Account (“IRA”), our Associated Person(s), and we may earn an asset-based fee as a result. However, no compensation is received if assets are retained in the plan. Thus, we have an economic incentive to encourage an investor to roll plan assets into an IRA. In most cases, your fees and expenses will increase because fees will apply to assets rolled over to an IRA and ongoing services will be extended to these assets. Further, you may incur other levels of fees and expenses, including, but not limited to, investment-related expenses imposed by other service providers and mutual fund managers not affiliated with us, as well as other fees and expenses charged by the custodian, third-party administrator, and/or record-keeper. We make no representations or warranties relating to any costs or expenses associated with the services provided by any third parties, and you understand that these fees are in addition to the fee paid to us for the rollover advice. In cases where we provide you with rollover advice as defined by the Department of Labor, which may also include setting up and/or completing the rollover transaction, we do not serve as a custodian, and we do not provide legal advice to you. In addition, we do not have any responsibilities or potential liabilities in connection with assets not related to the rollover and investments that are not managed by us. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests. In accordance with various rules and regulations, we must act in your best interest and we must not put our interests ahead of your interests. Additionally, we must: meet a professional standard of care when making investment recommendations (give prudent advice); never put our financial interests ahead of yours when making recommendations (give loyal advice); avoid misleading  Goodpasture Gray Form ADV Part 2A Page 7 statements about conflicts of interest, fees, and investments; follow policies, and procedures designed to ensure that we give advice that is in your best interest; charge no more than is reasonable for our services; and, give you basic information about any conflicts of interest. We rely on all information you provide to us, whether financial or otherwise, without independent verification. We request that you promptly notify us in writing of any material change in the financial and other information provided to us, and promptly provide any such additional information as may be reasonably requested by us. Due to the volatile and unpredictable nature of financial markets, we do not guarantee any future performance, any specific level of performance, the success of any recommendations or strategies that we may take or recommend for you, or the success of our overall recommendations. Investment recommendations are subject to various market, currency, economic, political, and business risks, and investment decisions will not always be profitable. Financial Planning Services Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial resources based on an analysis of their individual needs. If you retain our firm for financial planning services, we will collect the pertinent data, conduct personal interviews with you, and utilize financial planning software to create and present reports and a written financial plan to you. We will then provide guidance with respect to the implementation of the plan, hold periodic meetings with you to review your progress towards stated goals, review asset performance, recommend implementation services, update the existing plan when applicable, and provide day-to-day consulting as needed. Prior to engaging Goodpasture Gray to provide financial planning and consulting services, you will be required to enter into a written agreement with us. The agreement will set forth the terms and conditions of the engagement and will describe the scope of the services to be provided, as well as the fee that will be due from you. Financial planning services are offered on an ongoing basis for a fixed fee ranging between $250 - $500 per month. The agreed-upon fee is negotiable based on the facts and circumstances of your financial situation, the complexity of the financial plan, and any additional agreed-upon services as set forth in the financial planning agreement. Financial planning fees are payable directly to Goodpasture Gray through a third-party electronic payment system with which you must authorize payment directly. Fees are payable in advance and are due on the first day of each month. Fees will be prorated for any partial billing period. The financial planning fees charged by Goodpasture Gray are solely for the preparation of the financial plan, ongoing planning and consulting services as agreed upon in the financial planning agreement executed between you and us and do not include any commissions that might be generated upon implementation of any securities or insurance recommendations. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, Goodpasture Gray will notify the client to negotiate an additional fee. Any change to the fees will be amended in writing and signed by both you and us. The recommendations and solutions are designed to assist you in achieving your stated desired goals subject to periodic evaluation of the financial plan which may require revision to meet changing circumstances. Financial  Goodpasture Gray Form ADV Part 2A Page 8 plans are based on your financial situation based on the information provided to the firm. You should notify us promptly of any change to your financial situation, goals, objectives, or needs. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any advisory, brokerage, insurance, or other professional services provider you choose. Note: Information related to tax or legal consequences provided as part of a plan or consultation is for informative purposes only. You are encouraged to contact your tax professionals or attorneys for tax or legal advice. Either you or we may terminate the financial planning agreement within 5 days of the date of acceptance without penalty to you. Thereafter, you will incur a pro rata charge for bonafide advisory services actually rendered prior to such termination. After the five-day period, either party may terminate the financial planning agreement by providing written notice to the other party. Upon termination, any prepaid fees will be prorated to the date of termination and any unearned portion will be refunded to you. Hourly Consulting Services In limited circumstances, you may only require advice on a single aspect of the management of your financial resources. We offer general consulting services that address only those specific areas of interest or concern. For hourly consulting services in which a financial plan is not presented, the fee will typically be payable upon completion of the consultation. We offer general consulting services for an hourly fee. We will provide advice related to specific matters, including, but not limited to, retirement planning, risk assessment/management, education funding, investment planning, estate planning, financial organization, or financial decision making/negotiation. Cash flow and debt management consultations may also be provided. Consulting services are based on the financial information disclosed by you to us at the time of the consultation. We charge an hourly fee for advisory consulting services of $350 per hour. The fee is negotiable depending upon the scope and complexity of the services requested and your specific circumstances. Typically, the fee is due upon completion of the consulting session. However, payment arrangements may be negotiated on a case-by- case basis. We will only advise on the specific financial areas agreed upon with you pursuant to a separate written consulting agreement which terminates upon completion of the consulting session. Under this arrangement, a written financial plan will not be provided. You are under no obligation to act on our recommendations. If you elect to act on any of these recommendations, you are under no obligation to implement the advice through our firm. Types of Investments We offer advice on various types of securities and we do not necessarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Among other types of investments, we may offer advice on equity securities, warrants, corporate debt securities (other than  Goodpasture Gray Form ADV Part 2A Page 9 commercial paper), municipal securities, mutual fund shares, United States government securities, options contracts on securities, interests in partnerships investing in real estate and interests in partnerships investing in oil and gas interests, limited partnerships investing in leasing and/or technology and in some cases, for qualified clients, investments in hedge funds. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2024, we provided continuous management services for approximately $310,960,865 in client assets on a discretionary basis. We did not have any non-discretionary assets under management. Fees and Compensation - Item 5 Please refer to the "Advisory Business" section in this brochure for information on our advisory fees, fee deduction arrangements, and refund policy according to each service we offer. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker- dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure. Performance-Based Fees and Side-By-Side Management - Item 6 We do not accept performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described in the Advisory Business section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account.  Goodpasture Gray Form ADV Part 2A Page 10 Types of Clients - Item 7 We offer investment advisory services to high net worth individuals and other individuals, which include trusts and estates. We also offer investment advisory services to pension and profit sharing plans, charitable organizations, corporations, and other business entities. In general, we require a minimum of $1,000,000 to open and maintain an advisory account. At our discretion, we may waive this minimum account size. For example, we may waive the minimum if you appear to have significant potential for increasing your assets under our management. Methods of Analysis, Investment Strategies and Risk of Loss - Item 8 Our Methods of Analysis and Investment Strategies We may use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Charting Analysis - involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index, or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and to predict future price movements and trends. Risk: Our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Technical Analysis - involves studying past price patterns, trends, and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance.  Goodpasture Gray Form ADV Part 2A Page 11 Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns and trends. Economic/business cycles may not be predictable and may have many fluctuations between long- term expansions and contractions. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long term, which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking up" assets that may be better utilized in the short term in other investments. Short-Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. Many factors can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of time. Short Sales - Unlike a straightforward investment in stocks where you buy shares with the expectation that their price will increase so you can sell at a profit, in a "short sale" you borrow stocks from your brokerage firm and sell them immediately, hoping to buy them later at a lower price. Thus, a short seller hopes that the price of a stock will go down in the near future. A short seller thus uses declines in the market to his advantage. The short seller makes money when the stock prices fall and loses when prices go up. The SEC has strict regulations in place regarding short selling. Risk: Short selling is very risky. A short seller will profit if the stock goes down in price, but if the price increases, the potential losses are unlimited. There is no ceiling on how much a short seller can lose in a trade. The share price may keep going up and the short seller will have to pay whatever the prevailing stock price is to buy back the shares. However, gains have a ceiling level because the stock price cannot fall below zero. A short seller has to undertake to pay the earnings on the borrowed securities as long as the short seller chooses to keep the short position open. If the company declares huge dividends or issues bonus shares, the short seller will have to pay that amount to the lender. Any such occurrence can skew the entire short investment and make it unprofitable. The broker can use the funds in the short seller's margin account to buy back the loaned shares or issue a "call away" to get the short seller to return the borrowed securities. If the broker makes this call when the stock price is much higher than the price at the time of the short sale, then the investor can end up taking huge losses. Margin Transactions - a securities transaction in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan.  Goodpasture Gray Form ADV Part 2A Page 12 Risk: If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a portion of the stock in order to maintain the margin requirements of the account. This is known as a "margin call." An investor's overall risk includes the amount of money invested plus the amount that was loaned to them. Option Writing - a securities transaction that involves selling an option. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a particular security at a specified price on or before the expiration date of the option. When an investor sells an option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. The option writer/seller receives a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. Our investment strategies and advice may vary depending on each client's specific financial situation. As such, we determine investments and allocations based on your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Moreover, custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the First-In-First-Out (FIFO) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost-basis accounting methods will need to be made before trades settle, as the cost-basis method cannot be changed after settlement. Risk of Loss Investing in securities involves a risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities As disclosed under the "Advisory Business" section in this Brochure, we offer advice on various types of securities and we do not necessarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type  Goodpasture Gray Form ADV Part 2A Page 13 of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or your entire principal. The U.S. Securities and Exchange Commission ("SEC") notes that "While investor losses in money market funds have been rare, they are possible." In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation ("FDIC") insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tend to be less than long-term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the creditworthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, better-established companies ("large cap") tend to be safer than smaller start- up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short- term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small-cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The  Goodpasture Gray Form ADV Part 2A Page 14 returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees, which can also reduce returns. Mutual funds can also be "closed-end" or "open-end.” So-called "open- end" mutual funds continue to allow in new investors indefinitely whereas "closed-end" funds have a fixed number of shares to sell which can limit their availability to new investors. Limited Partnerships: A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner does not usually invest any capital but has management authority and unlimited liability. That is, the general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority and confine their participation to their capital investment. That is, limited partners, invest a certain amount of money and have nothing else to do with the business. However, their liability is limited to the amount of the investment. In the worst-case scenario for a limited partner, he/she loses what he/she invested. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. Warrants: A warrant is a derivative (security that derives its price from one or more underlying assets) that confers the right, but not the obligation, to buy or sell a security – normally an equity – at a certain price before the expiration. The price at which the underlying security can be bought or sold is referred to as the exercise price or strike price. Warrants that confer the right to buy a security are known as call warrants; those that confer the right to sell are known as put warrants. Warrants are in many ways similar to options. The main difference between warrants and options is that warrants are issued and guaranteed by the issuing company, whereas options are traded on an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Warrants do not pay dividends or come with voting rights. Options Contracts: Options are complex securities that involve risks and are not suitable for everyone. Options trading can be speculative in nature and carry a substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The two types of options are calls and puts: A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. The option trading risks pertaining to options buyers are: 1. Risk of losing your entire investment in a relatively short period of time. 2. The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). 3. European-style options, which do not have secondary markets on which to sell the options prior to expiration, can only realize their value upon expiration.  Goodpasture Gray Form ADV Part 2A Page 15 4. Specific exercise provisions of a specific option contract may create risks. 5. Regulatory agencies may impose exercise restrictions, which stops you from realizing value. The option trading risks pertaining to options sellers are: 1. Options sold may be exercised at any time before expiration. 2. Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continue to risk a loss due to a decline in the underlying stock. 3. Writers of Naked Calls risk unlimited losses if the underlying stock rises. 4. Writers of Naked Puts risk unlimited losses if the underlying stock drops. 5. Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. 6. Writers of call options could lose more money than a short seller of that stock could on the same rise on that underlying stock. This is an example of how leverage in options can work against the options trader. 7. Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call options are exercised. 8. Call options can be exercised outside of market hours such that effective remedial actions cannot be performed by the writer of those options. 9. Writers of stock options are obligated under the options that they sold even if a trading market is not available or if they are unable to perform a closing transaction. 10. The value of the underlying stock may surge or ditch unexpectedly, leading to automatic exercises. Other option trading risks are: 1. The complexity of some option strategies is a significant risk on its own. 2. Option trading exchanges or markets and options contracts themselves are always open to changes. 3. Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. 4. Risk of erroneous reporting of exercise value. 5. If an options brokerage firm goes insolvent, investors trading through that firm may be affected. 6. Internationally traded options have special risks due to timing across borders. Risks that are not specific to options trading include market risk, sector risk, and individual stock risk. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. Derivatives: Derivatives are types of investments where the investor does not own the underlying asset but makes a bet on the direction of the price movement of the underlying asset via an agreement with another party. There are many different types of derivative instruments, including options, swaps, futures, and forward contracts. Derivatives have numerous uses as well as various risks associated with them, but they are generally considered an alternative way to participate in the market. Investors typically use derivatives for three reasons: to hedge a position, to increase leverage, or to speculate on an asset's movement. The key to making a sound investment is to fully understand the risks associated with the derivative, including, but not limited to counter- party, underlying asset, price, and expiration risks. The use of a derivative only makes sense if the investor is fully aware of the risks and understands the impact of the investment within a portfolio strategy. Due to the variety  Goodpasture Gray Form ADV Part 2A Page 16 of available derivatives and the range of potential risks, a detailed explanation of derivatives is beyond the scope of this disclosure. Structured Products: A structured product, also known as a market-linked product, is generally a pre-packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of the principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level, or yield of underlying instruments, interest rates, currency values, and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and, other events that are difficult to predict. Cybersecurity Risks: Our firm and our service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes, and practices designed to protect networks, systems, computers, programs, and data from cyber-attacks and hacking by other computer users, and to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. In general, cyber-attacks are deliberate; however, unintentional events may have similar effects. Cyber-attacks may cause losses to clients by interfering with the processing of transactions, affecting the ability to calculate net asset value, or impeding or sabotaging trading. Clients may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, and the dissemination of confidential and proprietary information. Any such breach could expose our firm to civil liability as well as regulatory inquiry and/or action. In addition, clients could be exposed to additional losses as a result of the unauthorized use of their personal information. While our firm has established a business continuity plan and systems designed to prevent cyber- attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for issuers of securities, investment companies, and other investment advisers in which we invest, which could result in material adverse consequences for such entities and may cause a client's investment in such entities to lose value.  Goodpasture Gray Form ADV Part 2A Page 17 Disciplinary Information - Item 9 We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. Other Financial Industry Activities or Affiliations - Item 10 Neither Goodpasture Gray nor any of its management persons are registered as broker-dealers, futures commission merchants, commodity trading advisers, or commodity pool operators. Further, none of our management persons are registered as or currently seeking registration as associated persons of any of these types of firms. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading - Item 11 Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you, or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any of our Associated Persons have any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities ("block trading"). Please refer to the "Brokerage Practices" section in this brochure for information on our block trading practices.  Goodpasture Gray Form ADV Part 2A Page 18 A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Brokerage Practices - Item 12 We maintain relationships with several broker-dealers. While you are free to choose any broker-dealer or other service provider as your custodian, we recommend that you establish an account with a brokerage firm with which we have an existing relationship. Such relationships may include benefits provided to our firm, including but not limited to market information and administrative services that help our firm manage your account(s). We believe that the recommended broker-dealers provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by recommended broker-dealers, including the value of the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of the services recommended broker-dealers provide, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Research and Other Soft Dollar Benefits We do not have any soft dollar credit arrangements. However, we do receive some economic benefits as described below. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firms. These products are in addition to any benefits or research we pay for, and may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision-making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Recommendation of Prime Broker In some circumstances, where a client has not previously made custodial arrangements, we may suggest that the client use a particular broker-dealer to act as custodian for the funds and securities we manage. In those cases, we generally only recommend broker-dealers capable of acting as a "prime broker." Under "prime broker" arrangements, the firm may, on a transaction-by-transaction basis, either use the "prime broker"/custodian or select other broker-dealers, who will execute transactions for settlement into the client's "prime brokerage" account. In making suggestions as to "prime broker"/custodians, we will consider, among other things, the clearance and settlement capabilities of the broker-dealer where other broker-dealers execute transactions, the broker-dealer's ability to provide effective and efficient reporting to the client, and our firm, the broker-dealer's  Goodpasture Gray Form ADV Part 2A Page 19 reliability and financial stability, and the likelihood that the broker-dealer will often be chosen as executing broker-dealer on the basis of the considerations described above, including the prospects that the broker-dealer will provide valuable research services and products. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage Some clients may instruct our firm to use one or more particular brokers for the transactions in their accounts. If you choose to direct our firm to use a particular broker, you should understand that this might prevent our firm from aggregating trades with other client accounts or from effectively negotiating brokerage commissions on your behalf. This practice may also prevent our firm from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Block Trades We combine multiple orders for shares of the same securities purchased for discretionary advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally, participating accounts will pay a fixed transaction cost regardless of the number of shares transacted. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client’s order. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. We do not block trade for non-discretionary accounts. Accordingly, non-discretionary accounts may pay different costs than discretionary accounts pay. If you enter into non-discretionary arrangements with our firm, we may not be able to buy and sell the same quantities of securities for you and you may pay higher commissions, fees, and/or transaction costs than clients who enter into discretionary arrangements with our firm. Review of Accounts - Item 13 Portfolios are reviewed regularly by William L. Gray, Jr. and/or the IAR assigned to the account. The review consists of monitoring the asset allocation of the portfolio based on your current investment objectives and a review of your portfolio holdings. Equity and bond selection is monitored to ensure that only approved securities are held in the accounts. Changes in your investment objectives will trigger portfolio adjustments and additional reviews of your account.  Goodpasture Gray Form ADV Part 2A Page 20 You will receive a statement, at least quarterly, from the custodian holding your account. This statement will show the total portfolio value and the securities holdings and activity in the account. You will also receive transaction confirmations on all transactions in your account on a trade-by-trade basis. Client Referrals and Other Compensation - Item 14 Other Compensation Received independent, registered broker- Goodpasture Gray has brokerage and clearing arrangements with dealers/custodians and it may receive additional benefits from those broker-dealers/custodians in the form of electronic delivery of Client information, electronic trading platforms, institutional trading support, proprietary and/or third-party research, continuing education, practice management advice, and other services provided by custodians for the benefit of investment advisory Clients. Please refer to item 12 above for more information about the receipt of additional benefits from broker-dealers/account custodians. Client Referrals We are not directly or indirectly compensated by third parties for Client referrals. We do not compensate, directly or indirectly, any person or entity who is not our supervised person for Client referrals. Custody - Item 15 As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. Persons associated with our firm may serve as trustees or successor trustees for certain clients for whom we also provide investment advisory services. In all cases, the persons associated with our firm have been appointed trustees as a result of a family or personal relationship with the trust grantor and/or beneficiary and not as a result of employment with our firm. Therefore, we are not deemed to have custody over the advisory accounts for which persons associated with our firm serve as trustees. Investment Discretion - Item 16 Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a power of attorney, and/or trading authorization forms.  Goodpasture Gray Form ADV Part 2A Page 21 You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, and guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the "Advisory Business" section in this brochure for more information on our discretionary management services. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account(s). You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Voting Client Securities - Item 17 Proxy Voting We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitations to vote proxies. Financial Information - Item 18 We are not required to provide financial information to our clients because we do not: require the prepayment of more than $1,200 in fees and six or more months in advance, take custody of client funds or securities, or have a financial condition that is reasonably likely to impair our ability to meet our commitments to you. We have never filed a bankruptcy petition. Requirements of State-Registered Advisers - Item 19 We are a federally registered investment adviser; therefore, we are not required to respond to this item.  Goodpasture Gray Form ADV Part 2A Page 22 Miscellaneous Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. If there is a material change in our collection or sharing practices regarding your non-public personal information or a material change in our security practices, we will notify you promptly and thereafter as applicable. Please contact our main office at the telephone number on the cover page of this brochure if you have any questions regarding this policy. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you.