A. Firm Information Gunpowder Capital Management, LLC dba Oliver Wealth Management (“Oliver Wealth” or “OWM”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). Oliver Wealth was organized as a Limited Liability Company (“LLC”) under the laws of the State of Maryland in February 1996 and became a registered investment advisor in June 2021. Oliver Wealth is owned and operated by Brandon C. Oliver (Founder and Managing Partner). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Oliver Wealth. B. Advisory Services Offered Managed Account Program Oliver Wealth offers wealth management services which includes investment management, financial planning and/or other advisory services to individuals, high net worth individuals, corporations, trusts, and estates (each referred to as a “Client”). As a registered investment adviser, Oliver Wealth has a fiduciary duty to each of our Clients. As a fiduciary, we have a duty of care and loyalty and must conduct business with fairness and in good faith with each Client and seek to mitigate or eliminate any potential conflicts of interest. Oliver Wealth's fiduciary commitment is further described in the OWM’s Code of Ethics. For more information about our Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Oliver Wealth provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. Oliver Wealth works closely with each Client to identify their investment goals and objectives along with their risk tolerance and financial situation in order to select a suitable portfolio strategy. Oliver Wealth will then construct an investment portfolio, in which we can utilize exchange-traded funds (“ETFs”), open-end mutual funds, individual stocks, individual bonds, closed-end mutual funds, alternative investments or combination thereof. We can also utilize covered options, limited partnerships, and/or other types in investments, as appropriate, to meet the needs of the Client. We can also retain certain types of legacy investments owned by a Client based on portfolio fit and/or tax considerations. Oliver Wealth’s investment strategies are primarily long-term focused, but we may buy, sell, or re-allocate positions that have been held for less than one year due to circumstances such as a change in the Clients goals and objectives or a change in market conditions. Oliver Wealth will construct, implement, and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to with the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by us. Though, portfolios which restrict a significant number of investments, including entire sectors and/or industries, could impact our ability to act on potential investment opportunities which could result in performance for your account that is different from similar accounts without such restrictions 6 | P age Oliver Wealth Management Oliver Wealth evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Oliver Wealth may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Oliver Wealth may recommend specific positions to increase sector or asset class weightings. We may recommend employing cash positions as a possible hedge against market movement. Oliver Wealth may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will Oliver Wealth accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. We typically manage Client assets either within the designated account[s] held directly at the Client’s Custodian (Please see Item 12 – Brokerage Practices) and/or through the use of a third-party platform which provides us the ability to actively manage our Client’s held away accounts (i.e., 401k accounts, Profit Sharing accounts), pursuant to the terms of the wealth management agreement. Participant Account Management (Discretionary) The Participant Account Management program is an extension of Oliver Wealth’s Managed Account Program which is detailed in the previous sub-section above. This service provides us the ability to actively managed a Client’s held away accounts for which we would normally be unable to access without having custody. We use a third-party platform to facilitate the management of held away assets such as 401k accounts, defined contribution plan accounts, HSA accounts and other assets with discretion. The platform allows us to avoid having custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account[s] to the platform. Once Client account[s]

is connected to the platform, we will review the current account allocations. When deemed necessary, Oliver Wealth will rebalance the account after considering the clients investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account[s] will be reviewed at least quarterly and allocation changes will be made as deemed necessary. All held away accounts managed utilizing this platform will be limited to investing in the same security offerings that are available through the institution who holds the account. For example, all 401k accounts will be limited to investing in same offerings that are made available to it by the plan’s sponsor. Financial Planning Services Oliver Wealth will typically provide a variety of financial planning and consulting services to Clients, pursuant to a written financial planning agreement. The services offered to address a Client’s financial situation will mainly depend on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or performing a financial consultation based on the Client’s goals and objectives. The plan or consultation typically encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs, and/or other areas 7 | P age Oliver Wealth Management of a Client’s financial situation. A financial plan or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their current investment programs, commence, or alternate retirement savings, establish education savings and/or charitable giving programs. Oliver Wealth may also refer Clients to an accountant, attorney, or other specialists, as appropriate for their unique situation. For certain financial planning engagements, we will provide a written summary of the Client’s financial situation along with our observations and any recommendations to be implemented by the Client. For consulting or ad-hoc engagements, we may not provide a written summary to the Client. Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. The Client is under no obligation to implement any of the recommendations made in the financial plan provided to them by OWM. Also, if a Clients decides to implement any of the recommendations made in plan the Client is under no obligation to effect any associated transactions through our firm. C. Client Account Management Prior to engaging Oliver Wealth to provide investment advisory services, each Client is required to enter into one or more agreements with us that define the terms, conditions, authority and responsibilities of both Oliver Wealth and the Client. These services typically include: a. Establishing an Investment Strategy – Oliver Wealth, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals, objectives and risk tolerance.
b. Asset Allocation – Oliver Wealth will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation, and tolerance for risk of each Client.
c. Portfolio Construction – Oliver Wealth will implement a portfolio for the Client that is intended to meet the stated goals and objectives of the Client.
d. Investment Management and Supervision – Oliver Wealth will provide investment management and ongoing oversight of the Client’s investment portfolio.
D. Wrap Fee Programs Oliver Wealth does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Oliver Wealth through the use of separately managed accounts. E. Retirement Plans and Individual Retirement Accounts 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 8 | P age Oliver Wealth Management 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, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest.
F. Assets Under Management As of February 21, 2024, Oliver Wealth Management managed $284,919,025 Client assets, all on a discretionary basis. We manage no client assets on a non-discretionary basis in which the client is responsible for implementing our investment recommendations on their own accord. Clients can request more current information at any time by contacting Oliver Wealth.