WCM is a limited liability company organized under the laws of the State of Kentucky on July 20, 2010. Earl G. Winebrenner, III is the sole member of WCM. We have been registered as an investment adviser since August 26, 2010, first at the state level and became registered at the federal level on May 3, 2019. Currently, we are registered with the Securities and Exchange Commission (“SEC”) and notice file with the appropriate states in which notice filings are required to provide the investment advisory products and services described within this document. As of December 31, 2023, our assets under management totaled: Discretionary Managed Accounts $ 220,062,545 Non-Discretionary Managed Accounts $ 0 Assets Under Advisement1 $ 1,277,333 Total $ 221,339,878 We have completed this Form ADV as if the limited partners of the Funds (defined below) were themselves "clients" (as defined in the Glossary of Terms attached to the General Instructions to Form ADV). Adviser manages, is the general partner of, and intends to offer for sale to investors limited partnership interests in the following pooled investment vehicles, each organized as a Delaware limited partnership: (i) Winebrenner Income Fund, L.P. ("Income Fund"); (ii) Winebrenner Total Return Fund, L.P. (“Total Return Fund”); (iii) Winebrenner Real Estate Fund, L.P. (“Real Estate Fund”); and iv) Winebrenner Opportunity Zone Fund, L.P. (“Opportunity Zone Fund”) (collectively, the "Funds"). In addition to serving as general partner of the Funds, we may manage private accounts for individuals, businesses, trusts, estates, and charitable organizations. Please contact our Chief Compliance Officer if you have any questions about this Brochure. This Disclosure Brochure provides you with information regarding our qualifications, business practices, and the nature of advisory services that should be considered before becoming our advisory client. 1 Assets under advisement represent assets in which we provide consulting services and for which we have neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the ultimate client. Inclusion of these assets will make our total assets number different from assets under management disclosed in Item 5.F of our Form ADV Part 1A due to specific calculation instructions for Regulatory Assets Under Management. Individuals associated with us who provide our investment advisory services are appropriately licensed and qualified to provide advisory services on our behalf. Such individuals are known as Investment Adviser Representatives (“IARs”). Below is a description of the investment advisory services we offer. For more details on any product or service please reference the advisory agreement or speak with our Chief Compliance Officer. DESCRIPTION OF SERVICES PROVIDED I. Fund Management Services We serve as general partner of the following pooled investment vehicles, each organized as a Delaware limited partnership: (i) Winebrenner Income Fund, L.P. ("Income Fund"); (ii) Winebrenner Total Return Fund, L.P. (“Total Return Fund”); (iii) Winebrenner Real Estate Fund L.P. ("Real Estate Fund”); and iv) Winebrenner Opportunity Zone Fund, L.P. (“Opportunity Zone Fund”) (collectively, the "Funds"). We will manage and serve as the adviser to the Funds and will primarily use a bottom-up investment analysis to select attractively valued securities on a fundamental and qualitative basis. We will not advise persons as to investments in the Funds; therefore, they will not be tailored to meet these persons’ specific needs. However, we will advise each Fund as to its investments in securities and other asset classes. In providing such services, we will manage and direct the investments only on a fully discretionary basis. Participation in the Winebrenner Income Fund, L.P., the Winebrenner Total Return Fund, L.P., Winebrenner Real Estate Fund, L.P., and Winebrenner Opportunity Zone Fund, L.P. is intended only for accredited investors and qualified clients who are willing to assume the risks of a speculative investment with limited liquidity. As defined by Rule 501 of the Securities Act of 1933, accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c- 5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). Our investment objective for the Income Fund is to seek as much current monthly income as possible with capital appreciation as a secondary goal. Under this strategy, we will invest the Income Fund primarily in current high-yielding fixed income, equity, and real estate investments. Our investment objective for the Total Return Fund is to maximize total return with income as a secondary goal. Under this strategy, we will invest the Total Return Fund primarily in fixed income, equity, and real estate investments

that we believe represent above average long-term investment opportunities. Our investment objective for the Real Estate Fund is capital appreciation with a secondary goal of providing regular and periodic distributions to investors through investments in (i) Real Property (as defined in the offering memorandum) and (ii) to the extent that the Real Estate Fund has capital in excess of suitable Real Property investments, high-yielding fixed income, and equity investments. “Real Property” means commercial or residential real property located within the United States and may include direct or indirect interests in one or more entities (including entities managed or owned by the General Partner and its Affiliates) which hold Real Property. Our investment objective for the Opportunity Zone Fund is achieving favorable U.S. federal income tax outcomes by investing in “qualified opportunity zone property,” as defined in the in Section 1400Z-2 of the Internal Revenue Code of 1986, as amended (the “Code”) and any Treasury Regulations promulgated thereunder, as the same may be amended from time to time (collectively, the “QOZ Rules”) (“QOZ Property”), which may include “qualified opportunity zone stock” (“QOZ Stock”), “qualified opportunity zone partnership interests” (“QOZ Interests”) and “qualified opportunity zone business property” (“QOZ Business Property”), each as defined in the QOZ Rules. To the extent that the Opportunity Zone Fund has capital in excess of available suitable investments under the preceding sentence, the Opportunity Zone Fund may also invest in assets other than QOZ Property as determined by the General Partner. There can be no assurance that the Opportunity Zone Fund’s investment objectives will be achieved or that investors will ever receive any favorable tax outcomes, return, or distributions. Notwithstanding the foregoing, we may invest the Income Fund and Total Return Fund in all manner of securities and other asset classes, provided that, as a matter of policy, we will not invest more than 50% of the value of each Fund's net assets in securities or other assets that are illiquid. Increases in appraisal values may cause the allocation to rise above the 50% level, at which time we will endeavor to prudently liquidate these assets to reduce to under 50%. These may include (but are not limited to) real estate, tangible property and equipment, intellectual property, physical commodities, and any securities that are not readily marketable, such as common stocks that are subject to legal or contractual restrictions on resale. We will invest the Income Fund and Total Return Fund in foreign securities only through American Depositary Receipts. No more than 50% of the net assets of each Fund will be invested in any one asset or investment, and no more than 50% of the net assets of each Fund will be invested in any one industry or investment sector (other than publicly traded debt or equity securities of domestic issuers). We will not invest either Funds in securities offered by or other interests in any other investment fund unless such securities or interests are traded on a national exchange. With respect to the Real Estate Fund and Opportunity Zone Fund, there are no restrictions on Fund assets and these Funds have no policy with respect to diversification. The Real Estate Fund is not obligated to maintain any minimum percentage of invested funds in either real property assets or securities. The Real Estate Fund generally does not anticipate investing in non-security assets, other than real property assets. While the Opportunity Zone Fund generally intends to limit its investments in securities to qualified opportunity zone stock or interests, as general partner we have completed discretion with regard to the deployment of Fund assets. The Fund is not obligated to maintain any minimum percentage of invested funds in qualified opportunity zone property. The Real Estate Fund and Opportunity Zone Fund, in the General Partner’s discretion, may elect to make investments in a wide variety of assets, including without limitation, currencies, physical commodities, intellectual property, tangible property and equipment. Either Fund may use various instruments (“derivatives”) that derive their values from those of specified securities, indices, commodities, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include without limitation: futures, options, structured investments (synthetics), swaps and forward contracts. Either Fund may also hold a portion of its assets in cash, money market instruments and U.S. Treasury Securities. The General Partner has sole authority to determine where to deposit any cash held by the Fund, regardless of whether such deposits are insured by the Federal Deposit Insurance Corporation or any other entity. Our strategy for the Income Fund and Total Return Fund is to seek to identify individual securities and other investment opportunities through an understanding of the particular industry's dynamics, the issuer's management and an analysis of management's use of the issuer's resources. We will also scrutinize the valuation of individual securities through a review of various financial multiples and earnings models, along with a cash flow analysis. We will attempt to understand a security's place in the overall financial markets, analyzing catalysts that could cause a security's price to move and the reports of key analysts for that security. Our strategy for the Real Estate Fund is to seek to invest in real property and real estate-related Securities (i.e., real estate investment trusts or REITs) that provide for investment returns correlated to national or regional real estate markets as opposed to correlated to the equity and fixed-income markets. We are likely to seek opportunities in both mature and stabilized real estate properties capable of producing current income. Additionally, we will consider investing in non-income producing de novo real estate development projects or existing developments in need of re-positioning or refurbishment that present the opportunity for capital appreciation. Although the strategy utilized by the Real Estate Fund is generally centered on identifying real estate investment opportunities, we intend to follow a flexible approach to allow the Real Estate Fund to capitalize on opportunities in the financial markets. Accordingly, we will employ other strategies and take advantage of opportunities in diverse asset classes (including those not described in the Memorandum) if they meet our standards of investment merit. Our strategy for the Opportunity Zone Fund is to seek to invest in real property in “qualified opportunity zones” (as defined in the QOZ Rules) that provide for investment returns correlated to national or regional real estate markets as opposed to correlated to the equity and fixed-income markets. We will likely primarily seek non-income producing de novo real estate development projects or existing developments in need of re-positioning or refurbishment that present the opportunity for capital appreciation. We will strive to find opportunities to significantly increase the basis in purchased QOZ Business Property without requiring equivalent capital expenditures. We will likely also seek opportunities in both mature and stabilized real estate properties capable of producing current income. Although the strategy utilized by the Opportunity Zone Fund is generally centered on identifying investment opportunities in “qualified opportunity zones”, we intend to follow a flexible approach to allow the Opportunity Zone Fund to capitalize on opportunities in the financial markets. Accordingly, we may employ other strategies and may take advantage of opportunities in diverse asset classes (including those not described in the Memorandum) if they meet our standards of investment merit. In selecting securities for purchase, we will review a number of factors, with purchase candidates often exhibiting one or more of the following: improving fundamentals, a rigorous balance sheet, dominant position within the industry, a compelling valuation, a quality management team, or an actionable catalyst. Other than as set forth above, the Funds have no required policy with respect to diversification. Therefore, the Funds' portfolios may, from time to time, be concentrated in the securities of a few companies and the portfolios, at such times, are unlikely to be widely diversified. For these reasons, the Funds' portfolios of securities may not necessarily represent diversification of investments among particular issuers, industries, countries, geographic regions or types of securities. II. Individual Portfolio Management Services In addition to serving as general partner of the Funds, we may manage private accounts for individuals, businesses, trusts, estates, and charitable organizations (collectively "Clients") for a management fee. If we provide such services, we will manage and direct the investments of the private accounts on a fully discretionary basis in accordance with the written investment objectives and restrictions you provide. We will make sales, exchanges, commitments, contracts, investments, or reinvestments, or take any action which we deem necessary or desirable in connection with the assets held in your account, in accordance with our own judgment and discretion. Specifically, we will have the authority to purchase, sell, deal in, or otherwise invest in publicly traded debt and equity securities, commodities, mutual funds, or other pooled investment vehicles, derivative instruments, or other publicly-traded securities of any variety. We may also manage the investment of any income or proceeds derived from each of your accounts. Your portfolio will be tailored to meet your specific needs. You will have the opportunity to place reasonable restrictions on investing in certain securities or the types of securities to be held in the portfolio. You will have the responsibility to advise us in writing on the investment objectives of your account and any specific investment restrictions applicable to your account. Such restrictions may affect the composition and performance of your account. For this reason, the performance of the account may not be identical to that of our average client. You may remove any or all of the assets in your account at any time by providing us with written notice to remove those assets from your account. IRA Rollover Recommendations In complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020- 02"), when applicable, we are providing the following acknowledgment to clients. When we provide investment advice to clients regarding their retirement plan account or individual retirement account, we are a fiduciary 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 conflicts with clients’ interests. We operate under an exemption that requires us to act in the clients’ best interest and not put our or our employees’ interests ahead of the clients. Under this exemption, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice),
• Never put our or our employees’ financial interests ahead of the clients when making recommendations (give loyal advice),
• Avoid misleading statements about conflicts of interest, fees, and investments,
• Follow policies and procedures designed to ensure that we give advice that is in the clients’ best interest,
• Charge no more than is reasonable for our services, and
• Give the clients basic information about conflicts of interest. We benefit financially from the rollover of the clients’ assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in the clients’ best interest. ADDITIONAL INFORMATION We do not participate in wrap fee programs.