VIOLICH CAPITAL MANAGEMENT

VIOLICH CAPITAL MANAGEMENT INVESTMENT COUNSEL Form ADV Part 2A (the “Brochure”) 201 California Street, Suite 650 San Francisco, CA 94111 (415) 217-4444 ViolichCapital.com March 2025 This brochure provides information about the qualifications and business practices of Violich Capital Management (“VCM” or “we”). If you have any questions about the contents of this brochure, please contact us at (415) 217-4444. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. VCM is a registered investment adviser. Registration of an Investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. i  Item 2 – Material Changes Our brochure may be requested by contacting us at (415) 217-4444. Additional information about Violich Capital Management is also available via the SEC’s website, www.adviserinfo.sec.gov. The site also provides information about any persons affiliated with Violich Capital Management who are registered, or are required to be registered, as investment adviser representatives of Violich Capital Management. ii  Item 3 – Table of Contents Item 2 – Material Changes .............................................................................................. ii Item 3 – Table of Contents ............................................................................................ iii Item 4 – Advisory .............................................................................................................. 1 Item 5 – Fees and Compensation ................................................................................. 1 Item 6 – Performance-Based Fees and Side-By-Side Management ....................... 2 Item 7 – Types of Clients ................................................................................................ 2 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .................. 2 Item 9 – Disciplinary Information ................................................................................... 3 Item 10 – Other Financial Industry Activities and Affiliations. ................................... 3 Item 11 – Code of Ethics ................................................................................................. 3 Item 12 – Brokerage Practices ....................................................................................... 4 Item 16 – Investment Discretion .................................................................................... 6 Item 18 – Financial Information ...................................................................................... 7 Item 19 – Requirements for State-Registered Advisers ............................................. 7 iii  Item 4 – Advisory Violich Capital Management (formerly Paul A. Violich, Inc.) became a registered investment adviser in 1999. Our predecessor firm, Paul A. Violich, Inc., was formed in the 1970s as a personal services corporation and evolved into agricultural property management in the 1980s. In 2009, the firm's agricultural interests and investment-advisory services portion were separated, and Violich Capital Management was established. Violich Capital Management focuses solely on investment advisory services. The firm is 100% employee-owned. Violich Capital Management (VCM) is a registered investment adviser (SEC File 801-56823) that manages discretionary and nondiscretionary equity, balanced, fixed income, and cash management accounts for taxable and non-taxable clients. We focus primarily on high-net-worth individuals, trusts, estates, individual and corporate pension and profit-sharing plans, charitable organizations, and private family foundations. As of December 31, 2024, assets under management totaled $911,665,016 representing 259 discretionary accounts and 113 client relationships. Item 5 – Fees and Compensation Fee Schedule Incremental Annual Fee as a Percentage of Assets Balanced and Equity Accounts Fee First $2 million Next $8 million Next $10 million All over $20 million 1.00% 0.75% 0.50% 0.40% Fixed Income Accounts Fee First $25 million All over $25 million 0.20% 0.15% Fees are calculated and billed quarterly in arrears based on the market value of the assets under management on the last business day of each quarter. Clients may elect to be billed directly for fees in writing or may authorize VCM to debit fees directly from client accounts. Upon termination of any account, any earned, unpaid fees will be due and payable. VCM’s investment management agreement includes a thirty-day written termination notification clause, and any final fee will consist of a pro-rata charge for terminating an account with less than thirty-day notice. The foregoing describes VCM’s basic fee schedules. In certain circumstances, fee schedules may be negotiated, and arrangements with any particular client may vary from the above schedules. Such variations may affect the above fee schedules. 1  VCM’s fees do not include brokerage commissions, transaction fees, and other related costs and expenses that may be incurred by the client. Clients are responsible for charges imposed by custodians and brokers, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees, and commissions are exclusive of and in addition to VCM’s fees, and VCM does not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that VCM considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Item 6 – Performance-Based Fees and Side-By-Side Management VCM does not charge performance-based fees (fees based on a share of a client's capital gains on or capital appreciation of assets). Item 7 – Types of Clients VCM provides portfolio management services to individuals, high-net-worth individuals, corporate pension and profit-sharing plans, charitable foundations, and endowments. The firm evaluates account minimums on a case-by-case basis. In most cases, the firm does not accept separate accounts or establish subaccounts with assets of less than one million dollars. Related accounts using the same strategy are exempt from this rule, assuming at least one of the accounts meets the asset minimum requirement. For this purpose, “related” shall be defined as kinship or marriage. Any other exceptions must be reviewed and approved by the management committee. POLICY AND PROCEDURES Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Most of our clients’ portfolios are invested in a conservatively weighted combination of large capitalization equities and fixed income securities. The balance of fixed-income securities and large capitalization equities is based on each client’s particular situation with the objective of protecting the principal while achieving capital appreciation. We also provide a small capitalization equity strategy to a small number of clients who are willing to assume more risk for potentially higher returns. Our investment strategy focuses on a blended top-down/bottom-up approach to construct an effective portfolio. Sector allocations are driven by the need for diversification and are tailored to macroeconomic factors and investment themes. Our security analysts seek to identify high-quality companies through qualitative research and proprietary quantitative screening. Specifically, the firm’s strategy stresses a disciplined valuation and screening process through a research-driven 2  process. We place strong emphasis on security selection, price discipline, and a diversified portfolio of investments. We emphasize a long-term investment horizon. We do not engage in short selling or options trading. Our sell discipline is an ongoing assessment of a number of factors that may trigger the elimination of a stock from the portfolio. Despite our conservative investment strategy, our clients and prospective clients should be aware that investing in securities could involve a risk of loss of initial investment. Item 9 – Disciplinary Information We have nothing to disclose under this item. Neither VCM, its employees, nor related persons have been involved in any legal or disciplinary events pertinent to a client’s or prospective client’s evaluation of advisory business or the integrity of our management. Item 10 – Other Financial Industry Activities and Affiliations. We have nothing to disclose under this item. Item 11 – Code of Ethics Code of Ethics. VCM seeks to foster and maintain a reputation for honesty, integrity, and professionalism. That reputation is a vital business asset. The confidence and trust placed in VCM are highly valued and must be protected. As a result, VCM and its employees must not act or behave in any manner or engage in any activity that 1) creates even the suspicion or appearance of the misuse of material nonpublic information by any employee, 2) gives rise to, or appears to give rise to, any breach of fiduciary duty owed to any client or investor, or 3) creates any actual or potential conflict of interest or even the appearance of a conflict of interest. VCM maintains a record of each employee’s securities transactions, which includes transactions in any accounts over which the employee has direct or indirect influence or control. VCM has developed policies and procedures relating to personal trading in securities and the reporting of such personal trading in securities in order to ensure that each employee acts in a manner consistent with the firm’s duties to its clients. A copy of the firm’s code of ethics and business conduct is available by written request to VCM. All supervised persons at VCM must acknowledge the terms of the Code of Ethics annually or as amended. 3  Item 12 – Brokerage Practices Our clients grant VCM discretion over the selection and amount of securities to be bought or sold without requiring client consent for any particular transaction, subject to specified investment objectives and guidelines. VCM generally will have the discretion to select the broker or dealer to be used and the compensation to be paid on a transaction-by-transaction basis. Securities may be purchased from a market maker acting as principal on a net basis with no brokerage commission and may also be purchased from underwriters at prices that include compensation to the underwriters. VCM may aggregate the orders of some or all of its clients placed with a particular broker-dealer to facilitate orderly and efficient execution, giving each participating client the average price. in Schwab Institutional accounts. Schwab’s services Soft Dollars. VCM may recommend that clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co. Inc. (Schwab) to maintain custody of clients’ assets and to effect trades for their accounts. VCM is independently owned and operated and not affiliated with Schwab. Schwab provides VCM access to its institutional trading and custody services that are typically unavailable to Schwab retail investors. These services are generally available to independent investment advisers on an unsolicited basis, at no charge to them, so long as a total of at least $10 million of the adviser’s clients’ assets are include maintained brokerage, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. from information For VCM’s client accounts maintained in its custody, Schwab generally does not charge separately for custody. Still, it is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to VCM other products and services that may benefit VCM but may not directly benefit our clients. Some of these other products and services assist VCM in managing and administering clients’ accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information, and other market data, facilitate payment of VCM’s functions, its clients’ accounts, and assist with back-office fees recordkeeping, and client reporting. Many of these services may be used to service all or a substantial number of VCM’s accounts, including those not maintained at Schwab Institutional. Schwab Institutional also makes other services intended to help VCM manage and further develop its business enterprise available to VCM. These services may include consulting, publications, and conferences on practice management, technology, business succession, regulatory compliance, and marketing. In addition, Schwab may make available, arrange, and/or pay for these types of services rendered to VCM by independent third parties. Schwab Institutional may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to VCM. As a fiduciary, VCM endeavors to act in our clients’ best interests; however, VCM’s recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefit to VCM of the availability 4  of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Aggregation and Allocation of Transactions. While each client account is managed individually, VCM often purchases and/or sells the same securities for several accounts simultaneously. When practicable, VCM aggregates contemporaneous transactions in the same securities for clients. When it does so, participating accounts are allocated the resulting securities or proceeds (and related transaction expenses) on an average price basis. VCM believes combining orders in this manner is advantageous to all parties. The average price resulting from any particular aggregated transaction could be less advantageous than if the client had been the only account affecting the transaction or had completed its transactions in the security before the other participants. In some cases, VCM cannot aggregate orders for all clients seeking to buy or sell the same security. VCM is unable to aggregate transactions executed through different brokerage firms. In addition, one or more clients may direct VCM to use a particular broker-dealer for some or all of that client’s transactions, preventing VCM from aggregating that client’s transactions executed with other broker- dealers. Clients whose transactions are filled after other clients’ transactions may receive less favorable prices. Where VCM cannot aggregate all trades at a particular time, we maintain a random rotation among groups and subgroups of accounts. This rotation is intended to prevent VCM from favoring one account or one group of accounts. Directed Brokerage. Some clients may instruct VCM to use one or more particular broker-dealers in managing their accounts. They may specify a particular amount of commissions to be sent to those broker-dealers, that all business should be directed to those broker-dealers, or merely that those broker-dealers should be used when all other considerations are equal. Directing the use of a particular broker-dealer prevents VCM from effectively negotiating brokerage compensation on a client’s behalf or aggregating orders with other clients. This may result in the loss of possible advantages that are available to non-designating clients. Custodian Recommendation. From time to time, VCM may recommend two or more custodians, including broker-dealers, to clients who have not arranged for custodial services. Item 13 – Review of Accounts The portfolio manager regularly reviews purchases and sales for client accounts to ensure that each portfolio complies with VCM’s strategy and client guidelines. We provide each client with a portfolio appraisal summary following the end of the calendar quarter. The summary includes an inventory of securities, a breakdown of cash, fixed income and equity securities, equity exposure by industry classification, projected annual dividend income, and current yield for each security. VCM or the custodian brokerage firm provides notification of security purchases and sales within a few days of their occurrence. 5  Item 14 – Client Referrals and Other Compensation We do not compensate any person directly or indirectly for client referrals. Item 15 – Custody Our clients’ assets are held in custody by unaffiliated broker/dealers or banks. We have written authority from our clients to debit our quarterly investment management fees directly from their custodian bank or brokerage accounts. For this reason, only, we are considered to have custody of our clients’ assets. Custodian banks and brokerage firms send monthly statements directly to our clients. VCM encourages clients to review such statements and compare such official custodial records to the account statements that we may provide. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16 – Investment Discretion VCM usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. Clients may place reasonable restrictions on our investment decisions regarding specific industries (e.g., tobacco). Item 17 – Voting Client Securities Violich Capital Management has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interests of our clients. These policies and procedures are also intended to reflect Securities and Exchange Commission requirements governing advisors and the fiduciary standards and responsibilities for ERISA accounts established by the Department of Labor. The Chief Compliance Officer manages Violich Capital Management’s proxy voting process. We instruct client custodians to deliver proxy materials for accounts of clients who have given us voting authority to our agent, ISS. Periodic reconciliation of holdings and ballots is designed to reveal any failure to deliver ballots for client holding. We periodically provide our agent with a current share and security listing. Our voting agent posts the pending proxy notices and ballots, as well as its analysis and recommendations. They review the issues and the voting agent’s analysis and then vote on each issue, generally in accordance with our established voting guidelines. With the assistance of our voting agent, we maintain records of our policies and procedures, proxy statements received, each vote cast, any documents we create material to our decision making, and any client’s written request for proxy voting records as well as our written response to any client request for such records. 6  Item 18 – Financial Information VCM has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding. Item 19 – Requirements for State-Registered Advisers Not applicable. 7  VIOLICH CAPITAL MANAGEMENT INVESTMENT COUNSEL Form ADV Part 2B (the “Brochure Supplement”) 201 California Street, Suite 650 San Francisco, CA 94111 (415) 217-4444 Violichcapital.com March 2025 This Brochure Supplement provides information about Adam A. Violich and supplements the Violich Capital Management Brochure previously provided to new and existing clients. Please contact us if you have any questions about its contents. Additional information about each of the above and our firm is available on the SEC’s website at www.adviserinfo.sec.gov.  Adam Anthony Violich Current Position: President, Chief Investment Officer, Portfolio Manager, and Chief Compliance Officer. Educational Background and Business Experience Dartmouth College: BA 1991 Stanford University: MBA 1997 Adam Violich joined Bechtel Corporation in 1992 as an Environmental Engineer, then transitioned to work directly with the Executive Committee to develop strategic initiatives for the company’s business lines. Following graduation from business school, he joined Robertson, Stephens as an Associate and Manager in their Private Capital Group. In 1999, he joined E*Offering Corp., where he headed the Private Capital Group. He was responsible for sourcing, evaluating, marketing, and structuring equity capital for private late-stage technology companies. Adam was subsequently employed by SG Cowen Securities as a Managing Director, heading the West Coast Private Equity Group. Adam joined Violich Capital in 2005 as a security analyst and portfolio manager. He became President of Violich Capital in 2012. Born November 17, 1967. Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information for Adam Violich is applicable to this Item. Other Business Activities Adam Violich is not engaged in any other investment-related business. Additional Compensation Adam Violich does not receive economic benefits from any person or entity other than Violich Capital Management in connection with the provision of investment advice to clients. Supervision As President, Chief Investment Officer, and Chief Compliance Officer of Violich Capital Management, Adam Violich is not supervised but strictly adheres to our firm’s Policies and Procedures and Code of Ethics. Adam Violich can be reached by calling the telephone number on the cover of this brochure supplement. Requirements for State-Registered Advisers Not applicable 2  1 To earn a CFA charter, you must have four years of qualified investment work experience, become a member of the CFA Institute, pledge to adhere to the CFA Institute Code of Ethics and Standards of Professional Conduct on an annual basis, apply for membership to a local CFA member society, and complete the CFA Program, which is organized into three levels, each culminating in a six-hour exam. To learn more about the program, please visit www.cfainstitute.org. 2 The Chartered Investment Counselor (CIC) charter is a professional designation created to recognize the qualifications of certain persons employed by Investment Adviser Association member firms. The CIC designation requires that candidates hold the Chartered Financial Analyst (CFA) designation. In addition, it requires candidates to have at least 5 cumulative years of experience in investment counseling and portfolio management. For more information, please visit https://www.investmentadviser.org/ 3  Paul Anthony Violich, CFA1, CIC2 Current Position: Senior Economic Counselor Educational Background and Business Experience Stanford University: BA 1957 Stanford University: MBA 1962 Paul Violich entered the investment management profession as a security analyst in 1966 with Brundage, Story, and Rose in New York City. In 1966, he joined Wentworth, Hauser, and Violich as a portfolio manager and served as Chairman and Chief Executive Officer from 1980 to 1999. Paul Violich formed Violich Capital Management (formerly Paul A. Violich, Inc.) in 1999 and served as a sub-adviser to Wentworth, Hauser, and Violich from 1999 through 2004. He was awarded the Chartered Investment Counsel designation by the Investment Counsel Association in 1976 and became a Chartered Financial Analyst charter holder in 1979. Born May 27, 1935. Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information for Paul Violich is applicable to this Item. Other Business Activities Paul Violich is not engaged in any other investment-related business. Additional Compensation Paul Violich does not receive economic benefits from any person or entity other than Violich Capital Management in connection with the provision of investment advice to clients. Supervision Paul Violich’s investment recommendations are supervised by Adam Violich. Paul Violich can be reached by calling the telephone number on the cover of this brochure supplement. Requirements for State-Registered Advisers Not applicable 1 To earn a CFA charter, you must have four years of qualified investment work experience, become a member of the CFA Institute, pledge to adhere to the CFA Institute Code of Ethics and Standards of Professional Conduct on an annual basis, apply for membership to a local CFA member society, and complete the CFA Program, which is organized into three levels, each culminating in a six-hour exam. To learn more about the program, please visit www.cfainstitute.org. 4  2 The Chartered Investment Counselor (CIC) charter is a professional designation created to recognize the qualifications of certain persons employed by Investment Adviser Association member firms. The CIC designation requires that candidates hold the Chartered Financial Analyst (CFA) designation. In addition, it requires candidates to have at least 5 cumulative years of experience in investment counseling and portfolio management. For more information, please visit https://www.investmentadviser.org/ 5