Information about the Firm Winter & Associates, Inc. (the “Firm,” “we,” “us,” or “our,”) is an investment advisor registered with U.S. Securities and Exchange Commission. Our Firm is owned by Nicole Winter Tietel. We provide asset management services (in collaboration with other investment advisors through Wrap Fee Programs), financial planning and consulting, selection of other investment advisers, and retirement plan consulting. We are dedicated to providing individuals, including high net worth individuals, families, and business enterprises with a wide array of investment advisory services. We act as a fiduciary who takes into consideration the best interests of clients. When dealing with our clients, we act with competence, dignity, integrity and in an ethical manner. We use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. As a fiduciary, we have an obligation to deal fairly with our clients, including the following responsibilities: ● To render impartial advice; ● To make appropriate recommendations based on a client’s needs, financial circumstances and investment objectives; ● To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; ● To have reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; ● To disclose any material conflict of interest in writing; and ● To treat clients fairly and equitably. Investment Advisory Services We provide investment advisory services, including asset management, financial planning and consulting and retirement plan consulting. Our services may be provided on a discretionary basis, meaning that we have the discretion to buy and sell individual stocks, bonds, and other investments. Each of our investment advisory services is briefly described below. Asset Management As part of our asset management service, we create individual investment portfolios, which may consist of individual stocks or bonds, exchange traded funds (“ETFs”), mutual funds and other public and private securities or investments. Each client’s portfolio is tailored to an individual investment strategy and to specific goals and objectives and may include some or all of the previously mentioned securities. Once the appropriate portfolio has been determined, we review the portfolio at least annually and, as necessary, we rebalance the portfolio based upon the client’s needs and stated goals and objectives. Financial Planning and Consulting We provide a variety of financial planning and consulting services to individuals, families and other clients based upon an analysis of the client’s current situation, goals, and objectives. Generally, our financial planning services involve the preparation of a financial plan or a less formal financial consultation. Our plan or consultation may encompass one or more of the following: investment planning; retirement planning; estate planning; charitable planning; education planning; corporate and personal tax planning; corporate structure; real estate analysis; mortgage/debt analysis; insurance analysis; lines of credit evaluation; and business and personal financial planning. Our written financial plans or consultations usually include general recommendations for a course of activity and may include specific actions to be taken by the clients. For example, we may advise clients to begin or revise investment programs, create or revise wills or trusts, obtain or revise insurance coverage, commence or alter retirement savings rates, or establish education or charitable giving programs. ● For financial planning engagements, we provide our clients with a written summary of their financial situation, including our observations and recommendations. We may also refer clients to an accountant, attorney or other specialist, as necessary, for non- advisory related services. ● For consulting engagements, which are less formal that our planning services, we may provide our clients with a written summary of our observations and recommendations, including financial advice about assets or accounts that are not in our custody (or in the custody of a custodian we have selected). For financial consulting engagements, we have no obligation to instruct any broker or custodian to take any action in furtherance of any advice we provide. Retirement Plan Consulting We offer various levels of advisory and consulting services to employee benefit plans and to the participants of such plans (“Participants”). These services are designed to assist plan sponsors (“Plan Sponsors”) in meeting their management and fiduciary obligations to the Participants under the Employee Retirement Income Securities Act (“ERISA”) and the Pension Protection Act of 2006 (“PPA”). We will provide services to Plan Sponsors and their Participants as described below. Generally, investment advice provided to Plan Sponsors and Participants is regulated under ERISA and the PPA. Plan Sponsors must make the ultimate decision to retain us for advisory services including, but not limited to, services at the Plan and participant level. The Plan Sponsor is free to seek independent advice about the appropriateness of any recommended

services for the plan. In this role, we will develop an Investment Policy Statement for each plan, which may include some or all of the following areas: overview, investor circumstances, reviews, diversification and investment constraints, selection/retention criteria for investments, investment monitoring and control procedures and duties and responsibilities. Services include: Management of vendor relationships; Request for Proposals (“RFPs”); Assistance on plan design strategies; Fiduciary consulting and oversight; Investment Management; and Employee Education and Communication Services. Advisory services provided to retirement plans may be solely provided by IARs, or in combination with third parties and their retirement plan services. Individual Advice; Restrictions on Investing All of our advice is based on an assessment of each client’s individual needs, which we identify at the onset of each relationship using, as appropriate, client questionnaires and profiles, a review of existing investments and financial status, and other means. We periodically review each client’s individual investments and investment profile. When a client’s investment profile or needs change and we have notice or receive additional information, we modify our advice, as appropriate. If we manage a client’s portfolio, we permit a client to impose restrictions on the types of investments that are acquired or held. These restrictions must be reasonable and practicable and permit us to manage the account without undue difficulty. If we do not directly manage a client’s portfolio, such as when a third-party manager is designated, individually imposed restrictions on investments are generally not permitted. Wrap Fee Programs We provide certain asset management services by recommending Wrap Fee Programs sponsored by various broker-dealers. A “wrap-fee” program is one that provides the client with advisory and brokerage execution services for an all-inclusive fee. The client is not charged separate fees for the respective components of the total service. The only significant difference between how wrap fee accounts are managed versus other accounts is that wrap fee account trading is executed through a directed broker. We receive a portion of the total wrap fee. Other Investment Advisors We also offer advisory management services to our clients through our selection and monitoring of unaffiliated Sub-Advisors (“Independent Managers”) that provide turnkey asset management services. Factors considered in making this determination include account size, risk tolerance, the opinion of each client and the investment philosophy of the selected Independent Manager. Clients should refer to the selected Independent Manager’s Firm Brochure, Form ADV Parts 2A, 2B, or other disclosure document for a full description of the services offered. We are available to meet with clients on a regular basis, or as determined by the client, to review the account. We do not receive any compensation for the selection of other managers. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client:
• To render impartial advice;
• To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives;
• To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead;
• To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations;
• Disclose any material conflict of interest in writing; and
• Treat clients fairly and equitably. Regulations prohibit us from:
• Employing any device, scheme, or artifice to defraud a client;
• Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client;
• Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or
• Engaging in any manipulative act or practice with a client. We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Assets Under Management As of January 10, 2024, Winter & Associates, Inc. manages $116,218,893 in assets under management with $109,686,209 in discretionary assets and $6,532,684 in non-discretionary assets.