EM 4 Who We Are Weatherhelm Capital Management, LLC (hereinafter referred to as “Weatherhelm,” “the Company,” “we,” “us” and “our”) is a fee-only1 registered investment advisor2, organized as a New York Limited Liability Company in December 2014, to offer advisory services3 designed to assist you, our client4, achieve the financial stability, security, and independence you desire. Owners The following persons control the Company: Name Title CRD# Weatherhelm Holdings, LLC Holding Company & Managing Member of Weatherhelm N/A J. Clark Kastner Managing Director of Weatherhelm Holding, LLC and Member & Chief Compliance Officer of Weatherhelm 3268079 Our Mission Our mission is to be a trusted advisor. We use cutting edge investment strategies and technology to help our clients meet their financial goals while taking the least amount or risk necessary. We operate on the credo: It is not how much you make, but what you don’t lose that matters most. Our approach is cash flow based. We will identify where you are financially, keep you focused on where you want to go, offer advice on how best to get there, and continually remind you of the importance of maintaining a disciplined financial strategy to realize your financial goals. What We Do We manage wealth. As part of our fiduciary duty, we will hold in trust your financial future as if it were our own and guide you as together, we explore what you value to then set a course to fulfill today’s needs, tomorrow’s dreams, and a strategy to build a lasting legacy for future generations. 1 As a “fee-only” registered investment advisor, Weatherhelm does not receive compensation from any source other than what is directly paid by you, our client, for the services we provide. However, J. Clark Kastner is the Managing Director and Chief Compliance Officer of Weatherhelm Futures, LLC, an affiliated company registered as an independent introducing broker with the National Futures Association. This relationship does not create any conflict to you since the affiliated entities do not share common clients. See Item 10, “Other Financial Industry Activities & Affiliations” for disclosure on these services. 2 The term “registered investment advisor” is not intended to imply that Weatherhelm Capital Management, LLC has attained a certain level of skill or training. It is used strictly to reference the fact that we are “registered” as a licensed “investment advisor” with the United States Securities & Exchange Commission (”SEC”) – and “Notice Filed” with State Regulatory Agencies that may have limited regulatory jurisdiction over our business practices. 3 Weatherhelm Capital Management, LLC is a fiduciary, as defined within the meaning of Title I of the Employer Retirement Income Security Act of 1974 (“ERISA”) and/or as defined under the Internal Revenue Code of 1986 (the “Code”) for any advisory services provided to a client who is: (i) a plan participant or beneficiary of a retirement plan subject to ERISA or as described under the Code; or (ii) the beneficial owner of an Individual Retirement Account (“IRA”). 4 A client could be an individual and their family members, a family office, a foundation or endowment, a charitable organization, a corporation and/or small business, a trust, a guardianship, an estate, a retirement plan, or any other type of entity to which we choose to give investment advice. Focus of our management begins with identifying your standards of living and quality of lifestyle expectations. We will accomplish this through an initial Discovery Meeting where we will review the financial documents we asked you to bring for discussion. Together questions will be asked, information shared, and an evaluation made as to whether we should move to the next step. During the meeting, we will: v Learn about your core values and guiding principles. v Seek to understand your financial concerns and how you have been addressing them. v Discover your financial objectives and what success looks like for you. v Build a comprehensive net worth statement and cash flow statement; and, v Create an internal profile consisting of your career objectives, investment goals, risk tolerance and investment time horizon, targeted rate of return, and prior investment experience, along with personal information about your relationships, your values, and interests. Moving forward from the Discovery Meeting, should you choose to engage us for our advisory services, we will prepare an Investment Policy Statement (“IPS”) to memorialize the process of identifying your monetary needs, your unique investment expectations, time horizons, and risk tolerance. Our services include: Portfolio Management Our portfolio management strategies focus on “baking from scratch,” that is to say, designing and managing a diversified allocation mix of single-issue equity (“stock”) and fixed income (“bond”) positions. In smaller accounts, and for particular strategies, we will also use low- cost Exchange-Traded Funds (“ETFs”) and/or Closed-End Funds (“CEFs”) trading at a discount to Net Asset Value (NAV), to provide diversified exposure to board asset classes or indices5. In addition, depending on your situation and risk tolerance, we may also employ the following investment vehicles to achieve your desired investment objective: hedge funds, foreign exchange, futures and futures options and other publicly/privately traded securities in over 30 market centers around the globe. We are also able to provide low-cost currency conversion services and accept deposits in over 20 different currencies. While these investment vehicles bring on a different risk dynamic, our extensive experience allows us to offer a much broader set of investment options for accredited investors and qualified purchasers. In order to make investments in one of these securities, clients will need to qualify based on regulatory requirements and the appurtenant IPS will outline the scope of investments permitted. We will discuss with you the limitations of such securities and the potential risks factors they may add to your portfolio. Information regarding our management fee structure is disclosed under “Portfolio Management Fee” in Item 5, “Fees & Compensation” and further description of our investment strategies under Item 8, “Methods of Analysis, Investment Strategies & Risk of Loss”. Alternative Asset Consulting Alternative Asset Consulting consists of recommending alternative investment portfolios (i.e. Hedge Funds and Private Offerings) for you to invest a portion of your investable assets. Under this arrangement, we will consult with you to structure and organize an alternative investment account including any due diligence on the Hedge Fund and/or Private Offering 5 You may, at any time the IPS for your account is written, or during subsequent reviews of your IPS, impose restrictions in writing on the securities we may purchase for your account (i.e., limit the types/amounts of particular securities, etc.). and the collection of the information requisite to qualify your assets for inclusion in an alternative investment portfolio, but we will not be involved in the day-to-day management of these alternative investments. Once the account is established, our responsibility will be to monitor the performance of your alternative portfolio to ensure it continues to adhere to the stated goals and objectives outlined in your IPS and provide diversification suggestions based on your overall asset allocation. Information regarding our fee to advise you on your alternative investment portfolio is disclosed under “Alternative Asset Consulting Fee” in Item 5, “Fees & Compensation”. Retirement Planning We assist ERISA-qualified retirement and savings plans in the design of the fiduciary governance structure and with the development of an investment management program. Our services under ERISA are to act as a Limited-Scope 3(21) Fiduciary. As such, we acknowledge we have a co-fiduciary role but do not take discretion or act as a 3(38) Fiduciary to construct an investment menu, select and monitor money managers, mutual funds, or ETFs or to replace the investment options within the plan. Our responsibility will be to provide the plan sponsors and/or Named Fiduciary of the retirement plan with access to extensive investment tools offered by various retirement planning providers, Third Party Administrators (“TPAs”), to guide them in their duty to implement, maintain, administer and provide fiduciary oversight of their corporate defined benefit and/or defined contribution retirement plan. Generally, these services will include, but are not limited to: v Identifying asset classes and various asset class combinations; v Diversification and optimization approaches for the plan to effectively control asset allocation decisions and risk management; and, v Educating plan participants on investment options and use of the investment platform menu. You can find more information about our Retirement Planning fees below under “Retirement Planning Fee” in Item 5, “Fees & Compensation.” General Consulting Services We also offer general consulting services, which are independent of all other services. Under this arrangement, we do not provide any on-going management of your account or give continuous investment advice. We will perform the desired task, but you are responsible for implementing any of the advice if you have not engaged us separately for any separate management. General consulting services can include the following, but is not limited to: v General and/or specific advice on non-managed investments. v General and/or specific financial planning advice. v Independent retirement plan benchmarking and cost analysis. v General and/or specific life insurance or annuity contract review and recommendations. v General and/or specific divorce planning advice. For information on our fees for consulting services, see “General Consulting Fee” under Item 5, “Fees & Compensation.” Assets Under Management As of December 31, 2023, our assets under management and assets under advisement6 totaled: Discretionary Accounts ....................................................... $65,909,608 Non-Discretionary Accounts ................................................. $2,074,280 Assets Under Advisement .................................................... $509,225 FEES & COMPENSATION IT EM 5 Discovery Meeting The Discovery Meeting is offered to qualified prospects without cost or obligation after an initial introductory phone call. It is not our regular business practice to charge for our time to attend the Discovery Meeting or the subsequent Follow Up Meeting where we present our findings and recommended strategy. The objectives we strive to accomplish with you during this meeting are to: v Diagnose your current financial need. v Address your financial concerns and answer your questions on how we can assist you. v Recommend financial resolutions aimed at lowering costs, reducing risks, increasing expected returns, and/or increasing tax efficiency to improve the likelihood of successfully achieving your goal. v Explain our investment methodology and how our investment strategies work; and, v Explain how a comprehensive evaluation of wealth management needs is beneficial beyond just managing your investable assets. Following the Discovery Meeting, we will schedule a Follow Up Meeting (in person or via WebEx or teleconference) where we will present our findings and recommendations, along with a draft IPS for your account(s), and our advisory agreement to establish a relationship to manage your assets based on the fee schedule listed below. If, however, you wish no further interaction coming out of the Discovery and Follow Up Meetings, you will be responsible for implementing any recommendations. All advisory services discussed will have been concluded and we are not responsible to implement the advice or for any on-going supervision, monitoring, and/or reporting. Portfolio Management Fee Portfolio management is provided on an asset-based fee7 arrangement. Management fees are calculated based on the average daily balance8 of your account(s) for each day in the previous calendar month multiplied by one-twelfth (i.e., 2.00% ÷ 12 = 0.1667%) of the corresponding annual percentage rate. 6 Assets under Advisement are our Alternative Asset Consulting investment accounts and are not included in our “Regulatory Assets Under Management” calculation in our Form ADV Part 1A, Item 5.F. Therefore, the discretionary and non-discretionary totals disclosed in this Disclosure Brochure will not always match what is reported in our ADV Part 1A. 7 An asset-based fee is a percentage fee charged based on your assets under management for our professional time giving continuous advice, managing investment strategies, and suggesting investment options. We receive no other compensation for this advisory service unless first disclosed to you. 8 The average daily balance is calculated first by determining the maximum number of days from which to retrieve prices and then accumulates the values of your account on each day of the month. This accumulation is then divided by either the total number of days the account balance was not zero or the total number of days in the month. We retain discretion to negotiate the management fee within each tier on a client-by-client basis depending on the size, complexity, and nature of the portfolio managed. In addition, as your portfolio value exceeds each tier level, either through additional deposits or asset growth, a fee break will occur. The tier breaks are as follows: Portfolio Value Annual Fee Rate Not to Exceed Up to $100,000 ......................................... 2.00% $100,001 to $1,000,000 ............................... 1.20% $1,000,001 to $2,000,000 ............................. 1.00% Over $2,000,000 ........................................ 0.72% At Weatherhelm, we do not believe in account minimums. They are antithetical to our culture and our mission to provide help and guidance to those who can benefit from it. Our determination

to accept you as a client will be based on a number of factors including your future earnings potential and most importantly your demonstrated willingness to implement our advice and work together constructively. Protocols for Portfolio Management The following protocols establish how we handle our portfolio management accounts and what you should expect when it comes to: (i) managing your account; (ii) your bill for investment services; (iii) deposits and withdrawals of funds; and (iv) other fees charged to your account(s). Discretion We will typically establish discretionary trading authority on most management accounts to execute securities transactions at any time without your prior consent or advice. You may, at any time, however, impose restrictions, in writing, on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for your account, etc.). Non-Discretionary In circumstances where we do not have discretionary trading authority, the fee structure will be analogous to the one shown above but will be negotiated on a case-by-case basis depending on the particular facts and circumstances. Under no circumstances would the fee be higher for a non-discretionary account of a particular tier than on the schedule set forth above. Billing Your account will be billed monthly in arrears based on the average daily balance of your account throughout the calendar month. For new managed accounts opened in the middle of the month, our fee will be based on a pro-rata calculation of the average daily balance of your assets managed for the monthly period. Advisory fees will be deducted first from any money market funds or cash balances. If such assets are insufficient to satisfy payment of such fees, a portion of the account assets will be liquidated to cover the fees. Fee Exclusions The above fees for all of our portfolio management services are exclusive of any charges imposed by the custodial firm who has custody of your account; including, but not limited to: (i) any Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or account charges, such as, postage/handling fees, electronic fund and wire transfer fees, auction fees, debit balances, margin interest, certain odd-lot differentials and mutual fund short-term redemption fees; and (iv) brokerage and execution costs associated with securities held in your managed account. There can also be other fees charged to your account that are unaffiliated with our management services. In addition, all fees paid to us for portfolio management services are separate from any fees and expenses charged on ETFs, CEFs, or mutual fund shares. These expenses generally include management fees and various fund expenses. A complete explanation of these expenses charged by the ETFs/CEFs is contained in each ETF’s or CEF’s prospectus. You are encouraged to carefully read the fund prospectus. For more information on the custodial firm that we will recommend to custody your portfolio accounts, see Item 12, “Brokerage Practices”. Termination of Portfolio Management To terminate our portfolio management services, either party (you or us) by written notification to the other party, may terminate the Investment Advisory Agreement at any time, provided such written notification is received at least three (3) days prior to the date of termination. Such notification should include the date the termination will go into effect along with any final instructions on the account (i.e., liquidate the account, finalize all transactions and/or cease all investment activity). In the event termination does not fall on the first/last day of a calendar month, we may will bill your account a pro-rated management fee based upon the number of days during the month we managed your account from when termination notice went into effect. Once the termination of investment advisory services has been implemented, neither party has any obligation to the other – we no longer earn management fees or give investment advice and you become responsible for making your own investment decisions. Alternative Asset Consulting Fee The Alternative Asset Consulting fee is a negotiable fixed-fee not to exceed $2,000 annually and billed quarterly in arrears (i.e. $2,000 ÷ 4 = $500). The fixed-fee can vary depending on the complexity of the alternative investment in question and the frequency and amount of ongoing reporting you may require. Our consulting fee for the advice we offer on the alternative investments to hold in your portfolio cover the following: v Gathering information for us to discuss together on the alternative investment. This can include, but is not limited to: Private Placement Memoranda, Prospectuses, Operating Agreements, and Subscription Agreements. v Negotiate the purchase of the alternative investment. v Administration and monitoring of the investments during the contracted period. v Asset valuations9 on the alternative investment included in a consolidated report of all your portfolio holdings. Retirement Planning Fee As a Limited-Scope 3(21) Fiduciary our responsibility to the plan sponsors and/or Named Fiduciary will be to assist with the development of an investment program menu based on the investment disciplines that most closely resemble the retirement plan’s investment objectives and risk tolerance as outlined in the plan’s Investment Policy Statement. The investment platform menu administered by a Third-Party Administrator (“TPA”) offers: v Customized mutual fund allocation models with each model consisting of varying target asset allocations. v Customized open architecture platform. v Construction tools to implement effective investment portfolios. v Online reporting and account access. Once the platform menu is in place, we will advise the plan Investment Committee on the performance of each allocation model and make recommendations, if any, on rebalancing and/or replacement of investment options to the platform menu. How Retirement Planning Fees are Billed Retirement planning services are provided on an asset-based fee arrangement and such fees will be administered by the retirement plan TPA platform. The TPA will disclose all fees to the plan sponsors and/or Named Fiduciary in a retirement planning agreement and provide copies of any disclosure documents. The retirement planning fees that will be charged to retirement plan will include: 1. The Third-Party Administrator platform fee; and, 2. Our retirement planning fee (not to exceed 1.20%) that the TPA will pay us from the total fee collected. Protocols for Retirement Planning Services The TPA’s retirement planning agreement contains all pertinent disclosures relating to the management services being offered: such as, the fee structure for such services, billing, fee exclusions, termination provisions, and any other unique advisory costs associated with servicing the retirement plan. We will discuss all these arrangements with the plan sponsors and/or Named Fiduciary when we go to select the retirement plan TPA platform; however, the plan sponsors and/or Named Fiduciary is encouraged to read about these retirement planning services on their own – don’t take our word for it! General Consulting Fee General consulting is independent of our investment management and financial planning services. Under this arrangement, we do not provide any on-going management of your account or give continuous investment advice. We will perform the desired task, but you are responsible for implementing any of the advice. Our general consulting fee is a negotiable hourly rate not to exceed $250 per hour for our advice. All consulting fees will be completely itemized in a billing statement or consulting 9 Asset valuations included in our consolidated reports come from the Third-Party Administrator. We do not appraise or value assets held in your alternative investment account. agreement. For the initial consultation, the fee will be due at the end of the session. Thereafter we will bill you at the agreed upon hourly rate, should we be contacted by you for future reviews and advice. General consulting services can be terminated at any time. PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT EM 6 Performance–Based Fee Should you be interested, and meet the minimum qualifications, we offer an optional performance-based management fee structure that is a share of the trading profits in your account. The fee structure for a performance-based trading account is set as follows: Portfolio Value Base Management Annual Fee Rate Performance-Based Fee Not to Exceed All Assets ........................... 0.00% 20% We generally require a minimum initial investment of $500,00010 to open a performance-based trading account; however, we retain the right to waive or reduce this minimum if we feel circumstances are warranted. We will only earn a performance-based fee for performance-based trading accounts, the base management fee is waived. The performance-based fee charged to your trading account is based on how well your account performs over a quarterly period. How the performance-based fee is calculated: v We will earn up to 20% of the quarterly “trading profits” if your account value exceeds the “high watermark” quarterly account value. v The “trading profits” is the “fair market value” that exceeds the prior “high watermark.” v The “high watermark” is the performance traded portfolio market value at the close of a calendar quarter adjusted for deposits, withdrawals. v The “fair market value” is the value of the performance traded portfolio account as shown on the account statement at the close of each calendar quarter provided by the custodial firm. v The “high watermark” becomes the threshold your account must exceed in any future quarters. If the “fair market value” at the close of a calendar quarter exceeds the prior “high watermark”, the account “fair market value” becomes the new “high watermark” threshold that must be achieved and exceeded for all future quarters. If your account does not exceed the “high watermark”, no performance fee is billed until such time as a future quarter exceeds the “high watermark”. IMPORTANT CONSIDERATIONS – This strategy is designed for clients who can tolerate above average risks in order to seek unusually high returns. This account can utilize various 10 The minimum account size of $500,000 is negotiable on a client-to-client basis. However, regardless of the minimum account size, you must still meet either the $1,100,000 or $2,200,000 requirement for performance management (See “Regulatory Restrictions” below for more information.), understand the risks involved in an aggressive investment strategy, and be able to absorb the potential loss that can occur in this type of strategy. aggressive tools including margin, market timing, sector fund selection, concentrated equity positions, and specialized securities designed to magnify (and in some cases produce inverse of) the performance of various market indexes. This strategy may not be tax efficient; you are urged to consult with an outside tax advisor before engaging us for this strategy. Performance-Based Fee Billing The performance-based fee is billed to the account quarterly in arrears. The performance- based fee will only be assessed if the account value exceeds the previously established high watermark. At that point, the performance-based fee, calculated using the above fee structure, will be based on all the trading profits over the high watermark. Withdrawing Assets from Your Performance Trading Account Should you withdraw assets from your performance trading portfolio account during the quarter, effectively lowering your account value to a level that could cause us to not earn a performance fee, the high watermark set on your account will be reduced equal to the amount of your withdrawal. Termination of Performance Trading Services A performance trading account can be terminated at any time at the end of a calendar quarter. Upon termination, if your performance trading account exceeds the quarterly high watermark, we will bill your account our performance fee. Regulatory Restrictions To participate in the performance trading strategy, you must meet the minimum requirements of SEC Rule 205-3(d)(1), which are only available to you if: v You fully understand the risks involved in performance-based fee management. v You have at least $1,100,000 under management with us or a net worth equal to or greater than $2,200,000; or, v You are a “qualified purchaser” under Section 2(a)(51)(A) of the Investment Company Act of 1940. Performance-Based Account Disclaimer Since our performance-based trading accounts are managed exactly as our standard asset- based management accounts, it is important to note that any performance-based fee structure will at times result in a higher fee being charged than in a conventional asset-based fee arrangement. Performance-Based Management Conflicts In a performance-based fee account, we can earn a substantially higher fee based on the returns we generate in your account. This poses a potential conflict of interest, which could affect the objectivity of our advice and recommendations in the following ways: v Such performance-based accounts create greater incentives for us to be more aggressive so as to achieve higher returns. When we do this, you absorb a greater risk of possible loss due to excessive trading (churning) in the account while we would only lose potential performance-based management fees. v Focus on such performance-based accounts could consume much of our time and therefore those other non-performance managed accounts could lose out on valuable time that should be devoted to all investments. v Lower fees for comparable services may be available from other sources. Notwithstanding such potential conflicts, we strive to serve your best interest; as well as, ensuring such performance-based management is in compliance with the Investment Advisor Act of 1940, Rule 275.205-3.