Henry James International Management, Inc. is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is an S-Corporation formed under the laws of the State of Nevada and domiciled in New York, NY.
• James O'Leary is the Chief Executive Officer (CEO), Chief Investment Officer (CIO) and Portfolio Manager of Henry James International Management, Inc. James O'Leary owns 85% of Henry James International Management, Inc.
• Henry James International Management, Inc. filed its initial application to become registered as an investment adviser in January 2014. Introduction The investment advisory services of Henry James International Management, Inc. are provided to you through an appropriately licensed and qualified individual who is an investment adviser representative of Henry James International Management, Inc. (referred to as your investment adviser representative throughout this brochure). Description of Advisory Services The following are descriptions of the primary advisory services of Henry James International Management, Inc. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Henry James International Management, Inc. before we can provide you the services described below. Separately Managed Accounts (SMA) Clients are typically referred to Henry James International Management, Inc. by unaffiliated independent investment advisers contractually engaged with Henry James International Management, Inc. We can also serve as a sub-adviser to unaffiliated independent investment advisers. We are responsible for directing the investment of the portion of your funds and securities assigned to our firm using a limited power of attorney granted to Henry James International Management, Inc. by you in our Investment Management Agreement. We do not receive compensation from commissions or other charges levied by your brokerage or custodial firm. We are compensated solely by the investment management fee as detailed in our Investment Management Agreement. (Please refer to Item 5 – Fees and Compensation of this brochure for more details regarding our fee procedures). Typically, this service is structured so that we will serve as the sole investment adviser to the account. However, we may act as a sub-adviser to unaffiliated independent investment advisers. Sponsored Investment Management Platforms or Investment Wrap Programs (“Platforms”) Clients may also gain access to our management services through programs or investment platforms sponsored by unaffiliated investment advisers and/or broker-dealers. These programs may be wrap-fee programs, lists of available investment managers, or general asset allocation programs. Through these programs or platforms, clients must establish an account directly with the program sponsor. We are then available to clients for selection as an independent money manager. Many of the terms and conditions of these programs are determined by the program sponsor. Through these programs, Henry James International Management, Inc. will be available to clients for selection as an independent money manager. Henry James International Management Page 5 Form ADV Part 2 Disclosure Brochure Clients must establish an account directly with the program sponsor. All applicable contracts and account paperwork will be completed by the client with the assistance of the program sponsor representative. The program sponsor representative will obtain the necessary financial data from the client, assist the client in determining suitability, and help the client to set the appropriate investment objectives. The program sponsor will then provide all necessary information to Henry James International Management, Inc. The program sponsor representative will meet periodically to review the client’s financial situation, investment objectives, and current portfolios and then make any necessary changes to the Henry James International Management, Inc. portfolio strategy selection, and notify us of any changes to be made. A representative of the program sponsor will typically be responsible for providing our disclosure brochure. Depending on the money manager program, a Henry James International Management, Inc. client agreement may also be provided to the client. Henry James International Management, Inc. will have the power and authority, as granted by the client through the program sponsor contract, to make investment decisions over the portion of the client’s assets delegated to Henry James International Management, Inc. However, we will not be responsible for executing transactions in the client’s account. We will provide trade instructions to the sponsor of the program who will be responsible for executing our recommendations. Accounts established through a program sponsored by an unaffiliated investment adviser and/or broker- dealer will be held and cleared through a broker-dealer selected by the program sponsor, pursuant to a relationship between the sponsor and the clearing broker-dealer. The program sponsor reserves the right to designate alternative clearing and custody arrangements similar to those of its preferred clearing broker- dealer. Physical custody of funds and securities is maintained by the various clearing firms, not by Henry James International Management, Inc. As is the case with SMA accounts, on a case-by-case basis clients accessing Henry James International Management, Inc. through a Platform have the ability to impose reasonable restrictions on their accounts on a case-by-case basis. Mutual Funds and ETF’s Henry James International Management does not currently serve as the sub-adviser to any mutual funds or Exchange Traded Funds (“ETFs”). We may invest in “ETFs” and some of our investment strategies are generally fully invested in ETFs. When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. Specialization Henry James International Management, Inc. specializes in providing investment advice on international, global, and foreign investments. Our strategies focus on selecting globally-based investment instruments as part of an investment portfolio. International investing includes such investment vehicles as mutual funds, American Depository Receipts, ordinary foreign listed shares, domestic foreign listed shares, domestic listed shares, ETFs, or direct investments in foreign and domestic markets. People often invest internationally for diversification, to spread the investment risk among foreign companies and markets, for growth, and to take advantage of emerging markets. Some of the risks associated with international investing including being subject to currency changes, dealing with other sovereign entities, emerging markets, investing in companies subject to foreign laws, and foreign domestic violence. Henry James International Management Page 6 Form ADV Part 2 Disclosure Brochure Limits Advice to Certain Types of Investments Henry James International Management, Inc. provides investment advice on the following types of investments:
• Stocks, Equities, and Exchange-listed Securities
• Securities Traded Over-the-Counter
• Foreign Issues
• Ordinary Foreign Listed Shares
• American Depository Receipts (“ADR’s”) Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for a client’s specific circumstances, needs, goals, and objectives. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances,

closely held businesses, collectibles, or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Tailor Advisory Services to Individual Needs of Clients When managing client accounts, we may manage a client’s account in accordance with one or more investment models. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information about our models.) When client accounts are managed using models, investment selections are based on the underlying model, and we do not develop customized (or individualized) portfolio holdings for each and every client. However, the determination to use a particular model or models is always based on each client’s individual investment goals, objectives, and mandates. Although we use investment models, Henry James International Management, Inc.’s advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with our clients and their investment adviser representatives to determine your investment objectives and suitability information. We will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. The investment strategy and management program we use to manage your account is based on your unique investment needs, as expressed in our Client Questionnaire and portfolio strategy selection or selections. We will collect financial and demographic information and assist you with identifying your financial objectives by filling out our Client Questionnaire. Your investment adviser representative will describe the investment programs available from Henry James International Management, Inc. that may be most beneficial and appropriate given your objectives in light of your responses. Your investment adviser will then forward the Client Questionnaire and all associated paperwork to Henry James International Management, Inc. We will conduct a final review of your selection to assess whether it is appropriate given your stated risk tolerance and objectives. We are expressly authorized to rely on the information provided in the Client Questionnaire without further verification. You must notify your investment adviser representative of material changes in financial circumstances or investment goals that warrant changes to the portfolio strategy selected for your account. Henry James International Management Page 7 Form ADV Part 2 Disclosure Brochure Although the investment portfolios offered via SMA are designed to meet the objectives of general investment strategies (i.e. aggressive versus conservative strategies), clients have the ability to impose reasonable restrictions on the accounts we manage. Prior to us providing investment management services, you are required to enter into a formal Investment Management Agreement with Henry James International Management, Inc. setting forth the terms and conditions under which we will manage your assets and a separate custodial/clearing agreement with the broker-dealer/custodian. Henry James International Management, Inc. will allocate investment management assets of our clients’ accounts, on a discretionary basis (please refer to Item 16 – Investment Discretion for more information), among one or more of our proprietary investment management portfolio strategies. Additional details and disclosures regarding our investment management portfolio strategies are provided to clients via separate documentation prior to or at the time a portfolio strategy is determined. We have designed our proprietary portfolio strategies to comply with the provisions set forth under Rule 3a-4 of the Investment Company Act of 1940. Rule 3a-4 provides similarly managed investment programs, such as Henry James International Management, Inc.’s SMA program, with a non-exclusive safe harbor from the definition of an investment company. In accordance with Rule 3a-4, the following disclosure is specifically applicable to our management of client assets: 1. Initial Interview – at the opening of the account, we, through your investment adviser representative, shall obtain from the client information sufficient to determine the client’s financial situation and investment objectives; 2. Individual Treatment – we manage every client’s account on the basis of the client’s financial situation and investment objectives; 3. Consultation Available – We and your investment adviser representative will be reasonably available to consult with the client relative to the status of client’s account; 4. Quarterly Statement – clients are provided with a statement, at least quarterly, that is prepared by the account custodian and delivered to the client directly from the custodian. That statement will contain a description of all activity in the client’s account during the preceding period. The client may also receive a quarterly performance report from Henry James International Management, Inc. upon request. All clients are responsible, and therefore urged by us, to compare performance reports received from us against the account statements prepared and delivered by the custodian; 5. Ability to Impose Restrictions – on a case-by-case basis, clients have the ability to impose reasonable restrictions on the management of his/her/its account, including the ability to instruct Henry James International Management, Inc. not to purchase certain specific securities; 6. No Pooling – the client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the client’s account; 7. Separate Account - a separate account is maintained for the client with the Custodian; and 8. Ownership – each client retains indicia of ownership of the account (e. g. right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). Henry James International Management Page 8 Form ADV Part 2 Disclosure Brochure To access Henry James International Management, Inc.’s investment management services through an SMA, clients must generally establish accounts at a qualified custodian approved for that purpose by Henry James International Management, Inc. (Please refer to Item 12 – Brokerage Practices for more details.) In performing our services, Henry James International Management, Inc. is not required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely on the information provided by the client. It is the client’s responsibility to promptly notify us if there is ever any change in the client’s financial situation or investment objectives for the purpose of reviewing, evaluating, or revising our previous recommendations and/or services. A copy of this Brochure will be provided to each client before, or at the same time, the Investment Management Agreement is executed. Clients are advised to promptly notify Henry James International Management, Inc. if there are ever any changes in their financial situation or investment objectives, or if they wish to impose any reasonable restrictions upon Henry James International Management, Inc.’s management services. Client Assets Managed by Henry James International Management, Inc. As of December 31, 2023, Henry James International Management, Inc. managed regulatory client assets of $370,807,021 on a discretionary basis. We also advise model assets on a non-discretionary basis equaling another $91,306,780; these assets are excluded from the definition of “regulatory assets under management” as reported in Part 1 of our Form ADV.