WINDWARD CAPITAL MANAGEMENT CO

Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 1 WINDWARD CAPITAL MANAGEMENT CO. RISK AVERSE ASSET MANAGEMENT INFORMATION CONTAINED IN FORM ADV, PART 2A  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 2 WINDWARD CAPITAL MANAGEMENT CO. 11111 Santa Monica Boulevard, Suite 1200 Los Angeles, CA 90025 (310) 893-3000 www.windwardcapital.com Item 1 Cover Page This brochure provides information about the qualifications and business practices of Windward Capital Management Company (“Windward”). If you have any questions about the contents of this brochure, please contact us at 310-893-3000. 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. Additional information about Windward is also available on the SEC’s website at www.adviserinfo.sec.gov. Registration as an investment advisor does not imply a certain level of skill or training.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 3 Item 2 Material Changes Since the filing of our last annual updated amendment dated March 29, 2024, we do not have any material changes to report. Item 3 Table of Contents Page 2 Page 3 Page 3 Page 3 Page 6 Page 8 Page 8 Page 8 Page 11 Page 11 Cover Page Material Changes Table of Contents Advisory Business Fees and Compensation Performance-Based Fees and Side-by-Side Management Types of Clients Methods of Analysis, Investment Strategies, And Risk of Loss Disciplinary Information Other Financial Industry Activities and Affiliations Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Brokerage Practices Review of Accounts Client Referrals and Other Compensation Custody Investment Discretion Voting Client Securities Financial Information Page 12 Page 13 Page 14 Page 14 Page 15 Page 16 Page 16 Page 17 Item 4 Advisory Business Windward Capital Management Company (“Windward”) is a wholly owned subsidiary of Windward Capital Group, Inc. (“WCG”), and an affiliate of S.L. Reed & Company (SLR), a FINRA registered broker/dealer. WCG is a wholly owned subsidiary of Windward Group Holding Co. LLC. Windward was incorporated on October 10, 1995, and has been in operation since January 1996.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 4 The sole business of Windward is to provide fee-based investment supervisory services to all of its clients. Investment advisory fees are calculated as a percentage of assets under management. All clients’ portfolios are managed on a discretionary basis, and Windward offers equity, balanced, options, and fixed income management services. Windward offers advice on the following: equity securities, including exchange-listed securities, securities traded over-the-counter and convertible bonds; foreign issues; warrants; corporate debt securities (other than commercial paper); commercial paper; certificates of deposit; municipal securities; investment company securities, including mutual fund shares; United States government securities; and option contracts on securities. Windward does specific analysis of each client’s individual investment experience, sophistication, and needs to determine which investment strategy would be in the client’s best interest. If desired, clients may also impose restrictions on investment, including requesting to have equities selected that reflect a social or environmentally sensitive investment strategy. The primary product offered by Windward is called “Risk Averse Asset Management,” referred to as RAAM. RAAM is available to clients as an all-equity product, or as part of a balanced account containing stocks and bonds. In the world of investment management, there are a number of different investment styles that can be employed in the management of a client’s portfolio. The two most common styles are Growth and Value, and many investment managers adhere strictly to one or the other of these styles in the belief that one is superior to the other. We disagree with this approach. Historic performance comparisons between growth and value stocks tend to suggest that neither style, if used to the exclusion of the other, is more likely to produce better performance results. For this reason, Windward’s Risk Averse Asset Management (RAAM) portfolios are often constructed using both growth and value securities. In addition to RAAM, Windward also offers other investment strategies: Capital Appreciation (CapApp): Our Capital Appreciation (CapApp) strategy is a Large Cap Growth strategy focusing primarily on the growth characteristics of the companies within our economic and sector themes. The portfolios nonetheless are constructed to mitigate risk and experience less volatility than a traditional Growth portfolio, while achieving superior results.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 5 Equity Income: This strategy is designed for clients who are seeking moderate income with the potential for moderate growth. Dividend paying equities, exchange traded funds (ETFs), Master Limited Partnerships (MLPs) and fixed income securities are used with differing asset allocations, depending on a number of economic factors. Equities, however, will normally be over-weighted in the portfolio. Balanced Growth: Many investors do not feel that they can accept the risk of an all-equity portfolio. Windward offers the Balanced Growth strategy to address this issue by incorporating the potential added stability of bonds to the portfolio RAAM or CapApp equity portfolio. While the size of the bond allocation can be tailored for the client’s individual investment goal, a 30% to 35% allocation to fixed income securities, including Fixed Income ETF’s is quite common among our clients. Balanced Income: With a typical asset allocation with 65% fixed income and only 35% equities, the Balanced Income accounts are among the most conservative that Windward manages. Many clients with a need for high current income (combined with an opportunity to offset inflation) have found these accounts offer the potential income they need, even as they seek to protect their consumer buying power from inflation. Again, the size and characteristics of the fixed income securities, including fixed income ETF’s used can be tailored to fit the individual client. Balanced Equity Income: clients who want a balanced strategy, but prefer not to incorporate growth stocks, may choose this strategy which combines features from two of the above strategies. Fixed income securities, as used in the Balanced strategies, are combined with dividend producing equities used in the Equity Income strategy. Fixed Income: In addition to the above balanced strategies, clients may choose to have a portfolio constructed entirely of fixed income products. Generally, our fixed income philosophy centers on our belief that bonds with intermediate maturities can capture the majority of the yield available from bonds with long maturities. By dollar-weighting our fixed income investments to reflect this belief, we feel that we are better able to control both interest rate and credit risk. Technical analysis may also be used to fine tune exit or entry points for each investment. The Windward fixed income process incorporates client objectives, tax considerations, investment alternatives, average maturity and duration targets. Windward generally purchases fixed income securities with a 10-year maximum maturity, and prefers a 5-year average maturity for the fixed income portion of these portfolios. Windward does not normally use the strategy known as “laddering” wherein specific bonds are bought so that each will mature at a different date in the future.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 6 Unless directed by the client, Windward may use high yield bonds in the fixed income portion of a client portfolio. Such bonds generally carry a Standard & Poor’s rating of BB, which is one grade or more below what most investors and rating agencies consider “investment grade” and, therefore, carry a greater risk that the issuer will not be able to meet the interest payment obligation. Focus: Windward offers a concentrated equity investment strategy called Focus. The investment objective of this strategy is to achieve long-term capital appreciation by investing in the equities of a limited number of companies with enhanced growth potential, typically in the stocks of 10 companies. As a result of this focus on a smaller number of companies, industries, and/or economic sectors, the portfolio may be volatile and/or experience high turnover. Sub-Advisory Services to Registered Investment Advisers We offer sub-advisory services to unaffiliated registered investment advisers (the "Primary Investment Adviser"). As part of these services, we will manage assets delegated to our firm by the Primary Investment Adviser. As of December 31, 2024, Windward managed $1,326,123,739 of client assets on a discretionary basis. Windward does not hold assets under management on a non-discretionary basis. Item 5 Fees and Compensation Windward charges an annual management fee for its services. Fees are charged quarterly in advance, and are due and payable on the first day Windward has been hired to manage a client’s assets. Management fees are deducted directly from clients’ assets, or at Windward’s sole discretion, clients may request to be billed and pay management fees separately. Fees are deducted from clients’ accounts directly from the custodian, or for directly billed accounts, bills are sent within 15 days of quarter end to the record address of the client. Windward personnel and their relatives may be exempt from management fees. Fees may be negotiated. The annual fee for all-equity or balanced accounts is as follows: 1.25% on the first $3 million of assets under management 1.00% on the next $2 million of assets under management 0.85% on the next $5 million of assets under management 0.70% over $10 million of assets under management  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 7 The minimum annual fee for equity or balanced accounts is $5,000 The annual fee schedule for Fixed-Income Accounts is as follows: 0.60% on the first $10 million of assets under management 0.50% on the next $5 million of assets under management 0.40% on the next $5 million of assets under management 0.30% on any amounts in excess of $20 million of assets under management. The minimum annual fee for Fixed Income Accounts is $5,000. Certain clients will be subject to a fee schedule that may be lower than the schedule shown above. Multiple accounts from the same investor may, at Windward’s sole discretion, also be combined for calculation of fee purposes. A client may terminate asset management services by providing Windward with thirty days’ prior written notice of such termination. After the thirty-day period has expired, a pro-rated amount of fees covering the remaining period will be promptly and fully refunded. Windward, in its sole discretion, may allow certain clients to terminate with less than thirty days’ notice, however management of the client’s account always ends when written notice is received. Windward may enter into client referral arrangements with various consultants, including but not limited to investment advisors and broker/dealers, whereby Windward’s standard fee schedule may be increased or reduced by an agreed upon amount for those clients referred by the consultant, never to exceed the statutory maximum. The client may pay a fee to both the consultant and Windward, or Windward may pay the consultant with a portion of its fees. The combined fees paid by the referred clients will generally be greater than the fees the client would pay if not referred to Windward by the consultant. In addition to management fees, clients with outside custodians or directed brokerage agreements may incur other fees and expenses in connection with our advisory services. All fees incurred in the course of management are in addition to management fees, unless specifically disclosed by Windward. Clients who have directed Windward to make the custody and trade execution designation pay no trade commissions or custody fees. Clients who own mutual fund assets or exchange traded funds, including money market funds, may be paying two fees for the management of those assets, one to Windward and one to the manager of the mutual fund. Clients with margin balances or loans against the value of their securities pay interest on a monthly basis for these balances.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 8 Windward employees, acting in their role as registered representatives with an affiliated broker/dealer may receive compensation for transacting business in other types of financial products, not associated with clients’ Windward portfolio. This practice may constitute a conflict of interest to Windward or the employee in that it may give them an incentive to recommend investment products based on the compensation received. All accounts and transactions offered by Windward employees who are also registered representatives are reviewed and approved by a principal of the broker/dealer, and must be determined to be in the client’s best interest. Clients have the option to purchase investment products that are recommended by our employees through other brokers or agents that are not affiliated with Windward. Item 6 Performance-Based Fees and Side-by-Side Management Windward does not provide performance-based fees to any associated persons for its retail managed portfolios. Item 7 Types of Clients Windward generally provides investment advice to individuals, high net worth individuals, pension and profit-sharing plans, state or municipal government entities, trusts, estates or charitable organizations; and corporations or business entities other than those listed above. Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss As described above, Windward uses a proprietary relative dividend yield analysis to assist in making investment decisions. This method primarily uses fundamental methods of security analysis. Technical analysis and charts are used to supplement fundamental research. The main sources of information Windward uses include financial newspapers and magazines, inspections of corporate activities, research materials prepared by other firms, corporate rating services, annual reports, prospectuses, and filings with the Securities and Exchange Commission, computer-accessed databases, company press releases and direct interviews with management. The investment strategies used to implement any investment advice given to clients include long- term purchases (securities held at least one year), short-term purchases (securities sold within one year), and trading securities (securities sold within 30 days), and may include option writing, including covered options, uncovered options, or spreading strategies.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 9 As discussed above in Item 4, the primary product offered by Windward is called “Risk Averse Asset Management,” referred to as RAAM, along with our other portfolio strategies discussed below. RAAM is available to clients as an all-equity product, or as part of a balanced account containing stocks and bonds. All investments in securities, and all strategies offered by Windward, involve risk of loss that clients should be prepared to bear. Each investment strategy discussed in Item 4 involves certain unique risks: RAAM: All investors in equity management strategies, including our RAAM strategy, assume business risk, the risk of price volatility of the stocks chosen for the portfolio, including possible insolvency of the underlying companies. An additional risk to investors in our RAAM strategy is market risk, the risk that the stock market in general will drop, due to some outside factor that cannot be controlled by diversification, that would affect all or the majority of stocks without regard to sector. For a small number of stocks chosen, investors may also be subject to currency or exchange-rate risk, to the extent that foreign stocks or American Depository Receipts (ADR’s) are selected for portfolios. Additionally, since the RAAM strategy focuses on equity investments, investors choosing this strategy assume asset allocation risk, whereby other asset classes such as fixed income or money markets outperform equity investments for a specific period of time. Capital Appreciation (CapApp): Investors in our CapApp strategy assume risks discussed above for our RAAM portfolios, including business risk, market risk, currency risk, and asset allocation risk. In addition, investors in CapApp assume additional risks beyond that of RAAM, since the CapApp strategy would be less likely to focus on the value or price of the stocks chosen, focusing primarily on the growth characteristics of the companies within our economic and sector themes instead. CapApp investors may also be subject to a certain diversification risk, since the universe of stocks to choose from may be smaller than that for RAAM. The portfolios nonetheless are constructed to mitigate risk and experience less volatility than a traditional Growth portfolio, while achieving superior results. Equity Income: To the extent that this strategy invests in equities, investors in our Equity Income strategy are subject to business risk, market risk, and currency risk, as well as possible diversification risk to the extent that management limits equities selected to dividend paying equities. In addition, investors in this strategy assume risks involved with exchange traded funds (ETFs), Master Limited Partnerships (MLPs) and fixed income securities. MLPs may bring liquidity risk, whereby management may not be able to buy or sell holdings as quickly as  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 10 desired, or at a desired price, because opportunity or demand are limited at a given time. Additional risks associated with fixed income securities can include interest rate risk, where a fixed income security may decline in value as interest rates rise. Another risk associated with fixed income securities is call risk, whereby debt issuers call away bond issues prior to maturity. Replacement of called bond issues frequently pay a lower interest rate that the bond they are replacing, so investors may need to assume more risk to achieve the same income level. Finally, investors in this strategy assume a certain amount of asset allocation risk, whereby certain asset classes in the portfolios outperform other classes for a specific period of time. The risk is that the portfolios will be over-weighted in a lesser performing asset class. Balanced Growth: Investors in our Balanced Growth strategy assume all the risks of RAAM investors, mitigated by the reduced exposure to equities of an individual portfolio (typically 60- 65% equities, but this can be tailored to an individual investor’s needs). In addition, investors in this strategy assume risks associated with fixed income investing, including interest rate risk and call risk. As discussed above, any portfolio assumes asset allocation risk, to the extent that portfolios are over-weighted to a lesser performing asset class. Balanced Income: Investors in our Balanced Income strategy assume similar risks as those in our Balance Growth strategy, to differing degrees. This strategy assumes lesser business risk, market risk, and currency risk frequently associated with equity investments, since Balanced Income portfolios typically hold 30-35% equities. Even for the fixed income portion, however, a certain potential business and market risk may be present. Balanced Income investors assume a greater exposure to risks associated with fixed income investments, particularly interest rate risk and call risk. In addition, Balance Income investors may be subject to reinvestment risk. In a falling interest rate environment, when bonds mature, investors may not be able to find a replacement paying the same rate without paying a premium or assuming greater risk. Finally, portfolios with a majority of fixed income holdings can be subject to inflation risk, where the purchasing power of fixed payments generated by the bonds erodes as prices increase in the economy. Balanced Equity Income: Investors in this strategy are subject to the risks of Balanced portfolios as well as those of Equity Income portfolios. These include business risk, market risk, and currency risk, as well as possible diversification risk as discussed for Equity Income portfolios, as well interest rate risk, call risk, reinvestment risk, and inflation risk inherent to Fixed Income strategies. Finally, the strategy is subject to asset allocation risk found in all Balanced strategies. This strategy works to mitigate and spread out the risk among various assets and classes, while choosing less volatile equities than are used in the more aggressive equity portfolios.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 11 Fixed Income: Investors in our Fixed Income strategy are especially subject to risks discussed above such as interest rate risk, call risk, reinvestment risk, and inflation risk, with a lesser exposure to business risk and market risk. Fixed Income investors are also subject to opportunity or asset-allocation risk, whereby the overall return for fixed income securities is less than that for other asset classes over time. As discussed in Item 4, unless directed differently by the client, Windward may use high yield bonds in the fixed income portion of a client portfolio. These bonds are one grade or more below what most investors and rating agencies consider “investment grade” and, therefore, carry a greater to default risk, whereby the underlying corporation or entity is unable to fully pay investors their promised principle or interest in a timely manner. Focus: Investors in the Focus strategy assume all risks inherent to equity investing as discussed above, including business risk, market risk, currency risk, and asset allocation risk. In addition, since the Focus strategy is non-diversified and typically invests in the stocks of 10 companies, this strategy is subject to a higher diversification and sector risk compared to our other strategies, and potentially greater volatility and higher turnover. Clients may open a margin or loan account against their portfolio. If the market value of this portfolio decreases, the client may receive a request for additional capital to be added to the portfolio. If the client fails to add the capital, the firm with whom the client has the margin or loan agreement may sell the securities out of the client’s account at a significant loss to the client. In addition, the client will pay interest on the funds it borrows. The performance gains in the client’s account may not be sufficient to offset the client’s additional costs related to this borrowing. Therefore, the performance of these accounts may be lower than the other Windward accounts that do not have margin or loan agreements in place. Item 9 Disciplinary Information Our firm and our management have no reportable disciplinary events to disclose at this time. Item 10 Other Financial Industry Activities and Affiliations Joseph Robillard, Donald Bessler and Kenneth Kilpo are also registered representatives with S.L. Reed & Company (“SLR”), an affiliate of Windward. In their separate capacity as a registered representative, such Investment Advisor Representatives may receive commission-based  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 12 compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Insurance Certain persons providing investment advice on behalf of our firm may be licensed as insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate from our advisory fees. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm have any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 13 neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices Clients have the choice of selecting the broker/dealer where their trades are sent (“Directed Brokerage”), or may grant Windward the authority to do so. In cases where Windward has been given authority, trades are allocated to brokers based on Windward’s evaluation of each broker’s capability to provide the best execution of the clients’ transactions and the best overall cost and services to the client. Factors considered by Windward include, but are not limited to, fees and expenses, the availability and capability of the broker to effect the transaction in a timely and efficient fashion, the broker’s facilities, reliability, financial responsibility, responsiveness to Windward, and any research and other services and products provided by the broker. Clients may already have an existing relationship with a particular broker/dealer, and may instruct Windward to direct all transactions generated by their portfolio to that broker/dealer (hereinafter referred to as "Directed Broker"). In those instances where clients have negotiated a mutually agreed upon commission rate with the Directed Broker, Windward will not attempt to re-negotiate commission rates. Clients must be aware that these directions may result in the client paying a higher commission, or price, and in receiving less favorable execution than that available if Windward were free to select the broker. Windward often aggregates orders for different clients and groups of clients that are held at the same custodian. In such cases, the client will generally not receive individual transaction confirmations, although the transaction will be reported on the client’s monthly statement from the custodian. All accounts participating in these aggregated orders, called “block” trades will receive the same average price per share for the securities bought or sold. If an aggregated order is not filled completely, Windward will allocate the partially filled transaction to clients based on an alphabetical rotation. Windward charges no commission or ticket charge for block or individual trades through Windward’s primary custodian on equity trades; the primary custodian charges a commission of $6.95 per trade on certain American Depository Receipts (ADRs), and $50 per trade on foreign equities traded on foreign exchanges. The charge through this custodian is $1 per bond for fixed income trades. Windward does not receive any portion of the above commissions. Clients with a Directed Broker may not be able to participate in “block” trades, and may not receive the same execution price as those clients who have given Windward discretion to select brokerage. When possible, Windward will aggregate the trades of clients with the same Directed  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 14 Broker. However, clients in an aggregated trade with a Directed Broker may pay different commission rates. Item 13 Review of Accounts The Chief Investment Officer of our firm will monitor your accounts on an ongoing basis and will conduct account reviews periodically, to ensure the advisory services provided to you are consistent with your investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals; • year-end tax planning; • market moving events; • security specific events; and/or • changes in your risk/return objectives. The individuals conducting reviews may vary from time to time, as personnel join or leave our firm. Portfolio reports are prepared for clients on a quarterly basis. Reports show a summary of cost and market value of the entire portfolio under management. Reports will contain relevant account and/or market-related information such as an inventory of account holdings and account performance, etc. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). Item 14 Client Referrals and Other Compensation Windward compensates certain employees responsible for marketing and client service, at no additional cost to the client, with a percentage of management fees paid by clients to Windward. Windward may enter into contractual agreements with non-affiliated individuals and organizations (referred to as “agents”) that solicit clients for Windward. In order to receive a cash referral fee from us, solicitors must comply with the requirements of the jurisdictions in  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 15 which they operate. If you were referred to us by a solicitor, you should have received a copy of this brochure along with the solicitor's disclosure statement at the time of the referral. Referral fees paid to a solicitor are contingent upon your entering into an advisory agreement with us. Therefore, a solicitor has a financial incentive to recommend us to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain us for advisory services. Comparable services and/or lower fees may be available through other firms. In no instance will the commission paid to affiliates, employees, or agents impact or increase the management fees paid by you. Item 15 Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. Wire Transfer and/or Standing Letter of Authorization Our firm, or persons associated with our firm, may effect fund transfers from client accounts to one or more third parties designated, in writing, by the client without obtaining written client consent for each separate, individual transaction, as long as the client has provided us with written authorization to do so. Such written authorization is known as a Standing Letter of Authorization. An adviser with authority to conduct such third-party fund transfers on a client's behalf has access to the client's assets, and therefore has custody of the client's assets in any related accounts. However, we do not have to obtain a surprise annual audit, as we otherwise would be required to by reason of having custody, as long as we meet the following criteria: 1. You provide a written, signed instruction to the qualified custodian that includes the third party’s name and address or account number at a custodian;  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 16 2. You authorize us in writing to direct transfers to the third party either on a specified schedule or from time to time; 3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a transfer of funds notice to you promptly after each transfer; 4. You can terminate or change the instruction; 5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party; 6. We maintain records showing that the third party is not a related party to us nor located at the same address as us; and 7. Your qualified custodian sends you, in writing, an initial notice confirming the instruc- tion and an annual notice reconfirming the instruction. We hereby confirm that we meet the above criteria. Item 16 Investment Discretion Windward’s client agreement includes explicit authorization for Windward to determine, without obtaining specific client consent, which securities are being bought or sold and the amounts appropriate for each client. Any limitations on Windward’s discretionary authority are defined by the client, and are given in writing as part of the clients’ specific instructions in their management agreement, or otherwise by written request. Item 17 Voting Client Securities Windward votes all proxies on behalf of a client’s portfolio unless (a) the client requests otherwise in writing, (b) the proxy is associated with a security that was transferred to Windward that the firm sold after the record date for voting the proxy; (c) the costs of voting outweigh the benefits; or (d) for brokerage accounts with margin, any share that are loaned to other investors through their margin agreements (borrowers hold the voting rights in this situation). Windward acknowledges that conflicts of interest may arise between the firm and its clients with respect to voting securities. Windward has addressed conflicts of interest by developing firm guidelines around voting of securities, designed to keep clients’ best interests in mind during proxy voting.  Windward Capital Management Co. Information From Form ADV, Part 2A March 25, 2025 Page 17 You may obtain complete information on the proxy voting policy, as well as information on how we voted individual securities, by contacting our office. When we accept the authority to vote proxies on your behalf, we will determine how to vote proxies based on our reasonable judgment of the vote most likely to produce favorable financial results for you. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer's board of directors and management, and maintain or increase the rights of shareholders. Generally, proxy votes will be cast against proposals having the opposite effect. However, we will consider both sides of each proxy issue. Unless we receive specific instructions from you, we will not base votes on social considerations. Windward has engaged the services of Broadridge's ProxyEdge platform to assist to vote and maintain records of all proxies. In the event you wish to direct our firm on voting a particular proxy, you should contact our main office at the phone number on the cover page of this brochure with your instruction. Conflicts of interest between you and our firm, or a principal of our firm, regarding certain proxy issues could arise. If we determine that a material conflict of interest exists, we will take the necessary steps to resolve the conflict before voting the proxies. For example, we may disclose the existence and nature of the conflict to you, and seek direction from you as to how to vote on a particular issue; we may abstain from voting, particularly if there are conflicting interests for you (for example, where your account(s) hold different securities in a competitive merger situation); or we will take other necessary steps designed to ensure that a decision to vote is in your best interest and was not the product of the conflict. We keep certain records required by applicable law in connection with our proxy voting activities. You may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies and procedures by making a written or oral request to our firm. Item 18 Financial Information WCM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. WCM does not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. WCM has not been the subject of a bankruptcy petition at any time during the past ten years.