NORTHSIDE CAPITAL MANAGEMENT LLC

Part 2A of Form ADV: Firm Brochure Item 1 Cover Page Northside Capital Management, LLC 116 Third Street, Suite 313 Hood River, OR 97031 541-387-2080 www.northsidecap.com March 2 , 2025 8 This brochure provides information about the qualifications and business practices of Northside Capital Management, LLC. If you have any questions about the contents of this brochure, please contact us at 541- 387-2080 or at info@northsidecap.com. 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 Northside Capital Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Northside Capital Management, LLC is a registered investment advisor with the SEC. Registration does not imply a certain level of skill or training. Page 1 of 32 Item 2 Material Changes None. Page 2 of 32  Item 3 Table of Contents FORM ADV Part 2A: Firm Brochure Item 1 – Cover Page ............................................................................................................................................................................ 1 Item 2 – Material Changes ............................................................................................................................................................... 2 Item 3 – Table of Contents .............................................................................................................................................................. 3 Item 4 – Advisory Business ....................................................................................................................................................... 4-5 Item 5 – Fees and Compensation ................................................................................................................................................. 6 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................................. 7 Item 7 – Types of Clients .................................................................................................................................................................. 8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .............................................................. 9-11 Item 9 – Disciplinary Information ............................................................................................................................................ 12 Item 10 – Other Financial Industry Activities and Affiliations .................................................................................... 13 Item 11 – Code of Ethics ......................................................................................................................................................... 14-15 Item 12 – Brokerage Practices ................................................................................................................................................... 16 Item 13 – Review of Accounts .................................................................................................................................................... 17 Item 14 – Client Referrals and Other Compensation ....................................................................................................... 18 Item 15 – Custody ..................................................................................................................................................................... 19-20 Item 16 – Investment Discretion............................................................................................................................................... 21 Item 17 – Voting Client Securities ............................................................................................................................................ 22 Item 18 – Financial Information ................................................................................................................................................ 23 FORM ADV Part 2B: Brochure Supplement Pages ...................................................................................... 24-3 2 Page 3 of 32  Item 4 Advisory Business Northside Capital Management, LLC (“Northside”) provides investment advice and management of financial assets for high net worth individuals, trusts, family offices, foundations and taxable institutions, commencing business on January 12, 1996, and currently registered as a Delaware LLC. The majority owner and sole managing member of Northside is Donald James DeWolfe. In May 2019, Northside Capital Management, LLC (“Northside”) implemented an employee incentive equity plan called the Northside Employee Holdings, LLC which has made several long-term employees indirect financial owners of Northside. Employees in the equity plan own Class B shares, which are non-voting, and represent a 38% financial interest in Northside Capital Management, LLC, subject to the terms and conditions of the plan. On April 30th, 2024, Northside completed a transaction whereby Donald James DeWolfe sold 35% of the outstanding voting shares of Northside to the Rosemont Investment Group, LLC, a Delaware limited liability company. Rosemont is an affiliate and majority held by Markel Ventures, a subsidiary of Markel Group, Inc. Chas Burkhart, CEO of Rosemont, will join the Board of Directors of Northside. Northside offers clients a total portfolio structuring service that begins with a thorough understanding of each client's return objectives, income needs, tax considerations, risk tolerance, projected special spending plans, closely held business interests, and other pertinent factors. Northside will work with each client to develop a structural plan for the investments summarized in a formal Statement of Investment Objectives and Policies (“SIOP”). Northside provides comprehensive services related to investment management, such as cash management, document management, and investment reporting. Northside also coordinates with other client service providers to address tax accounting and estate related issues which may impact portfolio construction. The SIOP is intended to provide the road map for executing the investment strategy. The SIOP covers such things as: 1) outlining responsibilities of Northside and other service providers; 2) establishing formal yet flexible investment guidelines, incorporating prudent risk parameters, appropriate asset guidelines, and realistic return goals; 3) providing a framework for regular constructive communication between the client and Northside; 4) creating standards of investment performance which are historically achievable and by which Northside agrees to be measured over a reasonable period; and 5) identifying the asset categories and investment strategies which may be used in portfolio construction. Northside is an independent firm with the potential to openly access investment opportunities globally. In the course of providing investment management services, Northside constructs portfolios which are customized for each client, and provides each client with the same reporting tools and management services that are used by large institutional investors. The goal of the portfolio construction process is to use Modern Portfolio Theory, forward-thinking common sense, and computer modeling when applicable, to create an "efficient" portfolio, (i.e., one that maximizes the expected return for any given level of risk.) Asset allocation across the broad asset classes and investment strategies is a critical component of the investment structuring service as Northside seeks to limit downside risk through portfolio diversification. Page 4 of 32  Item 4 Advisory Business Continued Northside pays particular attention to tax efficiency and minimizing the investment and transaction costs associated with managing customized portfolios. Northside has broad and sophisticated qualitative research expertise in the full range of traditional investments: equities and fixed income, alternative investments, such as private equity, (venture capital, mid and late- stage, and buyout) and hedge funds, (hedged directional equity, distressed and event driven, global macro, fixed income arbitrage, and convertible arbitrage), real assets, (real estate, energy and commodities), managed futures, and socially responsible and impact related investments. Equity investments may include diversified exposures to US and non-US stocks, spread across the market capitalization spectrum. Fixed income, including municipal bond investments in tax sensitive portfolios when appropriate, will be used to contribute to return objectives, which can include income and principal stability. Northside will use both active and passive management approaches for major asset classes. After the asset allocation construction and implementation of portfolios, Northside provides regular ongoing monitoring of investment performance. The standard performance reports produced are all uploaded to our secure SunGard data portal. Each client and/or authorized person(s) is given access to the Northside secure data portal with personalized login credentials to access only their reports and any other uploaded materials. An estimated performance “Flash Report” is uploaded to the data portal within about seven business days after month end. A more comprehensive “Performance Report” is uploaded to the data portal within about fifteen business days after month end. A formal “Quarterly Performance Report” which includes commentary on the investment environment, comparisons of returns with appropriate benchmarks, and a full attribution of performance are produced and uploaded to our data portal within about forty business days after quarter end. Northside will provide clients with customized reports upon request. The principals of Northside meet regularly with clients and are available for individual consultations on asset allocation, portfolio construction, and performance issues. Northside will also consistently meet and communicate with clients to ensure that the investment portfolio remains consistent with the intent of the SIOP. This total package of services is provided on a discretionary basis and non-discretionary basis; however, in either case, actions are routinely discussed with and cleared by the client. Certain clients may opt to have non-discretionary investment advice from Northside. Clients would receive the same structural planning and asset allocation advice as above. Northside may provide non-discretionary advice in the form of model portfolios to clients for which Northside is either unaware or uncertain with respect to the amount of assets a client may allocate to such model portfolios. In such cases, Northside does not include in its non-discretionary asset total, assets for which Northside is unable to verify a dollar amount that is allocated to the non- discretionary advice provided by Northside. As of December 31, 2024, Northside had a total of $5,824,740,140 regulatory assets under management. Of this total, $2,679,869,879 of assets is managed on a non-discretionary basis. Page 5 of 32  Item 5 Fees and Compensation Schedule of Fees Historically, the compensation paid to Northside has been exclusively fees based on client assets under management. During 2016, Northside added another non-discretionary client who pays a flat annual fee. Northside’s general schedule of asset based fees is as follows: First $20 million of assets 0.75% per annum Next $180 million of assets 0.50% per annum Assets Over $200 million: 0.25% per annum Northside has charged different rates in particular circumstances, depending on the services provided, including to employees and affiliates and family members of employees and affiliates. Some professional advisors may charge less for comparable investment services. Some professional advisors may charge more for comparable investment services. Fees are typically payable quarterly, in advance, and are based on the fair market value of the portfolio at the close of the last business day of the previous quarter. Certain clients may be charged their asset-based fee over different time periods or in arrears. All clients have the option of having Northside fees deducted directly from their brokerage account(s), or they may choose to receive an invoice from Northside and pay outside of the brokerage account. A prorated quarterly fee is due when a client enters into an advisory agreement with Northside. Each client signing an agreement will receive a copy of Form ADV Part 2A Firm Brochure and an applicable ADV Part 2B Advisor Supplement(s), and will have five business days to rescind the agreement unconditionally. Thereafter, the Northside agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. Clients wishing to terminate the agreement during any quarter will receive a prorated refund of prepaid fees based on the number of days of service actually received during that quarter. Clients should be aware that, although "no-load" and "index" mutual funds generally have lower expenses than other mutual funds, they do incur investment advisory fees and other expenses that are in addition to (and unrelated to) the fees payable to Northside described above. A no- load fund mutual fund is a fund in which shares are sold without a commission or sales charge. The reason for this is that the shares are distributed directly by the investment company, instead of going through a secondary party. This is the opposite of a load fund, which charges a commission at the time of the fund's purchase, at the time of its sale, or as a "level-load" for as long as the investor holds the fund. An index fund is a type of mutual fund with a portfolio constructed to match or track the components of a market index, such as the Standard & Poor's 500 Index (S&P 500). An index mutual fund is said to provide broad market exposure, low operating expenses and low portfolio turnover. Clients will incur brokerage and other transaction costs, please review Item 12 Brokerage Practices for further details. Page 6 of 32  Item 6 Performance-Based Fees and Side-By-Side Management There are currently no Northside clients with a performance-based fee component. Page 7 of 32  Item 7 Types of Clients Northside provides investment advice and management of financial assets for high net worth individuals, trusts, family offices, foundations and taxable institutions. Clients of Northside must be considered Qualified Purchasers under Section 3(c) (7) of the Investment Company Act of 1940. Northside may accept as a client, family members of existing Northside clients in certain situations as it determines in its sole discretion, if such clients are Accredited Investors as defined in Regulation D of the Securities Act of 1933. A qualified purchaser is a greater requirement than an accredited investor. Generally, only super high net worth individuals and institutional investors will fit within the definition of qualified purchaser. Qualified Purchaser Definition: A summary of the main requirements are listed below. In order for an individual or entity to qualify as a Qualified Purchaser, he or she must accomplish at least one of the following: 1. Any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments; 2. Any company that owns not less than $ 5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons; 3. Any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or 4. Any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in investments. Accredited Investor Definition: In order for an individual to qualify as an accredited investor, he or she must accomplish at least one of the following: 1. Earn an individual income of more than $200,000 per year, or a joint income of $300,000, in each of the last two years and expect to reasonably maintain the same level of income. 2. Have a net worth exceeding $1 million, either individually or jointly with his or her spouse, excluding the value of the investor’s primary residence. 3. Be a general partner, executive officer, director or a related combination thereof for the issuer of a security being offered. Page 8 of 32  Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Northside uses portfolio management that is based on the principles of Modern Portfolio Theory and other academic and industry research. Northside will consistently assess the macroeconomic environment, as well as fundamental and technical factors, which can influence price and direction of the broader capital markets and related securities. Each Northside client portfolio is customized based on each client’s unique investment objectives, risk tolerance, return objectives, investment time horizon, income requirements and other factors. Client assets are allocated among various asset classes and investment strategies, and Northside will use fundamental research to select investments. Investments are made in separate account structures with outside specialist investment advisers, limited partnerships, no-load mutual funds, Exchange Traded Funds (ETFs), stocks and bonds. The choice of all vehicles purchased for client accounts will be the responsibility of Northside and will be based on careful due diligence that takes into consideration overall expenses, investment objectives and adherence to those objectives. Northside considers many available investment strategies, and will employ several methods to analyze investments for potential inclusion in client portfolios. Investment manager due diligence is comprised of both qualitative and quantitative factors and is conducted both in-person at the manager’s place of business as well as by frequent conference calls. Northside considers several factors which include, but are not limited to the evaluation of: the integrity of the general partner or manager, the diversification of the investment portfolio, the investment vehicle’s correlation to a particular market and other components of a client’s asset structure or investment holdings, a manager’s experience and ability, the investment structure, industry experience, reference checks, research process and capabilities, investment process, portfolio analytics, compensation structure, fees, operational issues, compliance, custody arrangements and evaluation of service providers. Northside endeavors to build investment portfolios for its clients that are highly diversified by investment strategy and asset class. This process attempts to manage the risk of loss associated with investing, provides downside protection over a long-time frame, and is less reliant on upward trending price movement to achieve return objectives. However, every investment strategy carries the risk of loss and will be subject to varying degrees of price volatility. Equity related investments may lose value due to several factors including, but not limited to: the failure of growth rates of the broader economy to meet expectations, the failure of specific corporations to realize expected growth, revenue, and earnings targets, the impact of material corporate events on the value of a company’s shares, such as a change in control, bankruptcy, or acquisition, a shift in corporate and consumer preferences and behavior, product obsolescence, competitive pressure, changes to supply and demand, regulatory changes, legal matters, management changes, changes to cost structure, product commoditization and broader market disruption from unforeseen events. Northside will invest in fixed income related strategies with a risk management approach that ascertains credit and interest rate risk; both of which will impact price stability. Fixed income investments are subject to the risk of loss caused by several factors including but not limited to: broadly increasing interest rates, an increase in inflationary expectations, a substantial increase in the supply of fixed income securities, a decline in the credit worthiness of an issuing entity, downgrades by the major rating agencies of specific issuers, substantial capital outflows or redemptions from fixed income mutual funds and substantial and sustained changes to fiscal and monetary policies. Page 9 of 32  Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Continued Alternative strategies are often comprised of investments in fixed income and equity and related securities, which would carry the same risks for fixed income and equities as described above. In addition, particular alternative investment structures carry increased liquidity risk given the structure of the investments. Some alternative strategies employ leverage, which can cause losses to be more severe. The current lack of secondary markets for limited partnership interests will result in further liquidity risk, which means an investor may not be able to sell their interest in a fund when they want to. Generally, Northside’s clients grant it the authority to select which, and how many, securities to buy or sell after consultation, and subject to specified investment objectives and guidelines. Arrangements with clients will exist where Northside will recommend investments and the client has final authority. Northside may offer advice on a wide array of alternative investments to clients. These alternative investments include hedge funds that may offer varying investment strategies. Northside will choose hedge funds where the management of each fund can be monitored closely, with the expectation that performance will be consistent, without huge swings in volatility. If the management style or team should change once Northside has employed a particular fund, or other considerations cause Northside to change its opinion of the fund, steps will be taken to redeem investments held in such a fund, consistent with liquidity provisions of that fund, as stipulated in the fund’s offering documents. Northside will selectively recommend limited partnership structures, including hedge funds, when investment opportunities or investment management teams exist that are otherwise unavailable as publicly traded securities. This may be the case when inefficiencies in the debt and equity capital markets exist as the result of fundamental or technical change. Strategies across private partnerships and hedge funds differ, and generally Northside may invest in a range of strategies that span a variety of asset classes, emphasizing the potential outcome of positive absolute returns despite the market direction of the traditional asset classes of equities and bonds, with low correlation to the investment performance of these traditional asset classes. Use of Separately Managed Accounts (SMA) Northside may recommend the use of one or more Separately Managed Accounts (“SMA”) to execute a portion of a client's agreed upon investment strategy. Each SMA will charge its own advisory fee that is in addition to Northside’s asset-based management fee. Clients will incur brokerage and other transaction costs, please review Item 12 Brokerage Practices for further details. Page 10 of 32  Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Continued Alternative Investment Strategies – Use of Partnerships Northside no longer uses partnerships in the form of Limited Liability Corporations (LLC's) as pooled vehicles for Northside clients to participate in Alternative Investment Strategies (AIS) pursuant to each client's agreed upon investment strategy. The last partnership was effectively closed on 12/31/2019. Page 11 of 32  Item 9 Disciplinary Information Neither Northside nor any employees are subject to any legal or disciplinary proceedings. Page 12 of 32  Item 10 Other Financial Industry Activities and Affiliations Northside has no other financial industry activities or affiliations. Page 13 of 32  Item 11 Code of Ethics, Participation or Interests in Client Transactions and Personal Trading Compliance Policies Northside is a registered investment adviser and has investment management responsibility for various high-net worth clients. Northside requires full compliance with all laws and regulations governing the provision of advisory services to clients, including Rule 206(4)-7 under the Investment Advisers Act of 1940, which requires an SEC registered investment adviser to maintain written policies and procedures designed to prevent violations of such laws and regulations. It is also the policy of Northside to conduct its business in a manner that meets the highest standards of commercial honor and just and equitable principles of trade. Inherent in all client relationships is the fundamental responsibility to deal fairly with clients. Code of Ethics Policy Northside has a Code of Ethics that all our employees must agree in writing annually to honor as a condition of their employment. Under our Code of Ethics, Northside and all our employees agree to conduct our business at all times consistent with our status as a fiduciary to our Clients. This means that Northside and our employees have affirmative duties of care, loyalty, honesty, and good faith in connection with all of our activities for our Clients and must act in the best interests of those Clients. All employees are subject to the following general standards of conduct:  Avoid any actual or potential conflict of interest;  Place the interests of clients first;  Do not take inappropriate advantage of their positions;  Keep client information confidential;  Keep Northside information confidential;  Comply with all applicable Federal security laws; and  Maintain Northside’s reputation for honesty, integrity, and professionalism. In addition, the Code of Ethics limits employees’ ability to trade in certain securities, restricts their ability to accept gifts, and requires reporting of certain securities trading activities. Employees of Northside may invest in certain private funds that are also recommended to our clients. As this may represent a conflict of interest, any such investments must be approved by a Managing Member and/or Chief Compliance Officer prior to being made and are reviewed periodically thereafter. Compliance with the Code of Ethics is monitored by our Chief Compliance Officer. All employees are required to report any violations to the code of ethics promptly to the Chief Compliance Officer. A copy of our Code of Ethics is available upon request to clients or potential clients. Page 14 of 32  Item 11 Code of Ethics, Participation or Interests in Client Transactions and Personal Trading Continued From time-to-time Northside may recommend investment securities, mutual funds or other securities that it or its advisory personnel have purchased or intend to purchase for its or their own accounts. It is Northside’s policy not to permit associated persons (or certain of their relatives) to benefit from any price movement that may be caused by clients' transactions. From time to time, trading by Northside and its associated persons (and certain of their relatives) in particular securities may be restricted in recognition of impending investment decisions on behalf of clients. If transaction orders for a client and Northside and Northside’s associated persons cannot all be executed at the same time and price, then Northside and Northside’s associated persons’ orders will be treated in whichever of the following ways will have the most advantageous result for clients: (i) Northside and/or its associated persons' orders will be the last orders filled; or (ii) Northside and/or its associated persons' orders will be made at the highest prices, in the case of a purchase, or lowest prices, in the case of a sale. Northside’s members, officers and employees are required to report all personal securities transactions to Northside quarterly. All Northside members and staff submit electronically their personal and family household brokerage holdings and trades on a periodic basis using the ACA Compliance Alpha software system, which is reviewed no less than quarterly by the firm’s Chief Compliance Officer. Page 15 of 32  Item 12 Brokerage Practices Northside’s clients generally rely on Northside to determine the broker or dealer through which their transactions will be executed (although some clients may direct Northside to use a particular broker or dealer for all or a portion of the transactions in those clients’ accounts) and Northside generally makes those determinations on a transaction-by-transaction basis. Northside may cause transactions to be effected by brokers on an agency basis for a commission or, alternatively, directly with market makers acting as principals on a net basis with no brokerage commissions. Northside may also cause securities to be bought from underwriters in public offerings at prices that include compensation to the underwriters. Where Northside buys or sells the same security for two or more clients, Northside may place concurrent orders with a single broker, to be executed together as a single 'block' order to facilitate orderly and efficient execution. Whenever Northside does so, each account on whose behalf an order was placed will receive the average price and will bear a proportionate share of all transaction costs, based on the size of that account's order. In selecting brokers and dealers, Northside’s primary objective is to obtain the best combination of price and execution. In evaluating whether a broker or dealer will be able to provide best execution, net prices (after brokerage commissions, if any, and other transaction costs) are a principal factor, but the selection also takes account of other factors, including: the execution, clearance and settlement capabilities of the broker or dealer generally and in connection with securities of the type involved; the broker's or dealer's ability and willingness to commit its capital to facilitate transactions (by participating for its own account); the broker's or dealer's reliability, integrity, and financial stability; the size of the particular transaction and its complexity in terms of execution and settlement; the importance of speed or confidentiality in the particular transaction; and the market for the security. Prime Broker In most circumstances, where a client has not previously made custodial arrangements, Northside will suggest that the client use a particular broker-dealer to act as custodian for the funds and securities to be managed by Northside. In those cases, Northside generally only recommends one broker-dealer, and the broker-dealer is capable of acting as a prime broker. Under prime brokerage arrangements, Northside may, on a transaction-by-transaction basis, either use the prime broker/custodian or select other broker-dealers, who execute transactions for settlement into the client's prime brokerage account. The prime broker expects some level of portfolio brokerage business to compensate it for its custodial and record keeping services, but there is no explicit charge. Northside places great emphasis on minimizing transaction and custodial costs for clients. Northside's primary custodians are Bank of New York Mellon, Charles Schwab and Fidelity, each a qualified custodian, which offers a full suite of client and advisor services and utilities. When a client directs brokerage, Northside may be unable to achieve most favorable execution of client transactions and that directing brokerage may cost clients more money. Northside does not, has not, and will not participate in any soft dollar arrangements. An investment adviser can enter into an arrangement with a broker-dealer whereby it receives free research in exchange for the placement of a specified amount of client trades. This is called a “soft dollar arrangement.” Client commission dollars, instead of “hard” dollars, pay for research, which is used by the investment adviser for that client’s account or other clients’ accounts. The broker- dealer may provide research directly or obtain the research from third party vendors. Northside will receive no commissions or sales charge rebates of any kind. Northside receives no remuneration from any broker/dealer for business transacted with it. Northside receives no compensation from any custodian of assets. Page 16 of 32  Item 13 Review of Accounts Managing Member and staff of the Northside generally review accounts on a daily, weekly, monthly, quarterly and periodic basis to ensure that asset allocation remains consistent with the client’s SIOP, and that actual asset allocation percentages are consistent with investment policy guidelines. Such reviewers include Donald James Dewolfe – Managing Member, Morris Cheston – Partner, Investment Research, John Phillips – CCO, Investment Systems Analyst , Trish Gooch – Director of Client Services, Ryan Hepburn – Senior Investment and Tax Analyst, Steve Carroll CFO and Director of Investment Systems, Kelly Rudisill —Client Service Associate, and Stephani Hendricks – Investment Administration and Client Service. Northside sends clients a formal written report that provide listings of assets managed at quarter end, realized and unrealized capital gains and losses, investment performance and investment management fees charged. Page 17 of 32  Item 14 Client Referrals and Other Compensation Northside has contracted and may contract in the future with certain persons who provide third party solicitation services for the referral of qualified clients to the firm. In all such instances, such payments are fully disclosed and approved by the client. The terms of the solicitation agreement and the relationship between any third-party solicitor and Northside are disclosed to any client referred to Northside by a solicitor in accordance with SEC Rule 206(4)-1 governing the use of and payments to third party solicitors by Investment Advisers. Copies of contracts are retained by Northside as part of its books and records and are available to regulators for review. On June 2, 2017, Northside entered a Solicitation Agreement with Research Strategy Group, LLC, and Jeffrey Slocum, President (“Solicitor"). The appointment and services provide that the Solicitor will introduce or refer specific advisory clients which have been preapproved by Northside, and Northside will have no obligation to accept an advisory client referred by the Solicitor. Northside will render all investment advisory services to its clients, and the Solicitor will not render advisory services to the clients. Once a prospective client that is introduced to Northside by the Solicitor is accepted by Northside as an advisory client, Northside will notify the Solicitor and the Solicitor will be paid a referral fee. The Solicitor has agreed to perform the duties under the Solicitation Agreement in a manner consistent with the instructions of Northside, the Advisers Act and all other regulations and applicable state law. Page 18 of 32  Item 15 Custody Northside Client Brokerage Accounts Charles Schwab & Co., Inc. (“Schwab Institutional”) and Fidelity WealthCentral (“Fidelity Institutional”) are the primary qualified custodians for Northside client discretionary assets. Theses custodians produce monthly brokerage account statements and directly mails, or makes available online, an original version sent directly to the account owner of each account. Clients may also directly call these custodians if they have any issues or concerns with their brokerage accounts. Northside also has client custody relationships with these following qualified custodians:  BNY Mellon Wealth Management  Wells Fargo  Bank of America  Northern Trust  UBS  Citibank  Interactive Brokers  Oppenheimer & Co.  Dorsey & Whitney Trust Company (custody via SEI)  First Republic Each month the client receives two reports and each calendar quarter a full portfolio valuation performance report. These portfolio reports show the value of the assets held in the brokerage accounts and alternative assets (i.e. hedge funds), which are not directly held with the same custodian. Northside uses the Black Diamond (an independent division of Advent Software, now owned by SS&C Technologies Holdings, Inc.) portfolio management and reporting system as our primary client investment database. Brokerage accounts are updated and reconciled daily with the custodian values provided by the Advent Custodial Data (ACD) system, which is an interface securely linking brokerage account data to our Black Diamond database. Alternative investments are updated and reconciled on a monthly basis upon receipt of the capital balance statements, which are generated and delivered by each fund’s independent administrator. Each investor who has capital with an alternative investment is also sent a capital balance statement directly from each fund’s independent administrator. The Northside generated performance reports match position and market values perfectly with client brokerage statements and also alternative investment capital balance statements. Northside recommends clients carefully review all reports, and compare our generated reports with the capital balance statements each receives from the qualified custodian and fund administrators if applicable. Northside Brokerage Accounts with Custody We do not maintain physical custody of client funds or securities; however, under Rule 206(4)-2 of the Advisers Act, (the “Custody Rule”) there may be circumstances where we are “deemed” to have custody. For example, we may receive fees directly from a client’s custodian upon our instruction to the custodian when authorized by the client as described in Item 5 “Fees and Compensation.” Page 19 of 32  Item 15 Custody Continued Further, although we do not maintain custody of client assets, we may on occasion inadvertently receive client funds or securities. If we inadvertently receive funds or securities attributable to a client or former client from a third party, we will return the funds or securities as required under the Custody Rule. We provide quarterly statements to our clients, in those cases where we are deemed to have custody because of certain invoicing arrangements, we have a reasonable belief that the client custodians also send their clients statements, at least quarterly, identifying the amount of funds and securities in their accounts at the end of the period and setting forth all transactions in the account during that period. We encourage our clients to compare the account statements that their custodian sends them with those that we provide. Page 20 of 32  Item 16 Investment Discretion The role and degree of discretionary authority exercised by Northside is directly controlled by each client. This control stays with each client, who may make adjustments to this policy at any time. During the brokerage account setup process with a qualified custodian, the client makes elections, on an account by account basis, giving Northside as advisor full, limited, or no access in managing the account. Page 21 of 32  Item 17 Voting Client Securities Each Northside Investment Advisory Contract will contain a clause describing whether Northside or the client votes proxies related to securities owned by clients. If Northside votes the proxies, voting decisions will reflect what Northside considers to be in the best interest of the client/shareholder. If a material conflict of interest exists between the interests of the Advisor, and those of the relevant Client with respect to any issue to be voted on, the Advisor will base its voting decision exclusively on the Advisor’s judgment of what will best serve the financial interests of the Client that beneficially owns the securities that are the subject of the vote. A complete copy of the Northside Proxy Voting Policy is available upon request. Page 22 of 32  Item 18 Financial Information Northside has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. Page 23 of 32  Form ADV Part 2B: Brochure Supplement for Northside Capital Management, LLC 116 3rd Street, Suite 313 Hood River, OR 97031 541‐387‐2080 www.northsidecap.com 20 March 25, 25 This brochure supplement provides information about our key investment professionals who individually or collectively provide investment advice to our client accounts, and supplements the Northside Capital Management, LLC firm brochure. You should have received a copy of that firm brochure. Please contact John Phillips at 541‐387‐2080 if you did not receive Northside Capital Management’s firm brochure or if you have any questions about the contents of this supplement. Page 24 of 32  Donald James (“Jim”) DeWolfe, Managing Member Contact Information: Suite 313 97031 Northside Capital Management, LLC 116 Third Street, Hood River, Oregon 541‐387‐2080 503‐296‐2110 (Facsimile) Born: 1957 Educational Background: Jim earned a B.A. in Economics and Political Science from the University of Vermont in 1979, and graduated from Deerfield Academy in 1975. Business Experience: Jim joined Northside in 2005. Prior to joining Northside, Jim was Partner and Head of Capital Markets at Thomas Weisel Partners, the San Francisco based, growth‐focused Investment Bank. Jim was also Co‐Head of the Private Equity Placement group, raising private equity for private companies. Prior to joining Thomas Weisel, Jim spent thirteen years at Morgan Stanley & Co. Before joining Morgan Stanley, Jim worked as a trader at the private brokerage firm of Brounoff Claire & Company trading corporate bonds. Jim spent the earlier part of his career as a credit analyst in the Financial Institutions Banking Division at the Irving Trust Company; a New York based commercial bank that has since been acquired by the Bank of New York. Disciplinary Information: Jim has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Jim is not involved in any outside business activities. Additional Compensation: Jim does not receive any additional compensation for advisory activities, other than his regular salary and bonus. Supervision: Our Chief Compliance Officer, John Phillips, performs periodic reviews of our client accounts to confirm compliance with firm policies and procedures. You can contact Mr. Phillips at 541‐387‐2080 . Page 25 of 32  Morris (“Mo”) Cheston, Partner, Investment Research Contact Information: Northside Capital Management, LLC 400 South El Camino Real, Suite 775 San Mateo, California9440 2 650-319-3400 503-296-2110 (Facsimile) Born: 1970 Educational Background: Mo earned an A.B. in History and a Certificate in American Studies at Princeton University in 1992. Business Experience: Mo joined Northside in 2009. Prior to joining Northside, Mo spent 10 years with Thomas Weisel Partners, a San Francisco based, growth-focused investment bank, as a Managing Director. Prior to joining Thomas Weisel Partners, Mo worked for the mutual fund complex Pilgrim Baxter & Associates, and for Bluewater Capital Management, a private investment partnership, investing in both late-stage private and micro-cap public companies. Early in his career, Mo was an Associate in the Consumer Investment Banking Group at Montgomery Securities, a growth-focused investment bank acquired by Bank of America in 1997. Disciplinary Information: Mo has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Mo is not involved in any outside business activities. Additional Compensation: Mo does not receive any additional compensation for advisory activities, other than his regular salary and bonus. Supervision: . Mo is supervised by Jim DeWolfe, a managing member of Northside Capital Management. You can contact Mr. DeWolfe at 541-387-2080 Page 26 of 32  Alana Mag, CFA, CAIA, Senior Research and Operational Due Diligence Analyst Contact Information: Northside Capital Management, LLC 400 South El Camino Real, Suite 775 San Mateo, California 94402 650-681-9548 503-296-2110 (Facsimile) Born: 1985 Educational Background: Alana earned a B.S. in Finance and Accounting at New York University, Leonard N. Stern School of Business in 2007. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct. The CAIA Charter, recognized globally, is administered by the Chartered Alternative Investment Analyst Association and requires a comprehensive understanding of core and advanced concepts regarding alternative investments, structures, and ethical obligations. To qualify for the CAIA Charter, finance professionals must complete a self-directed, comprehensive course of study on risk-return attributes of institutional quality alternative assets; pass both the Level I and Level II CAIA examinations at global, proctored testing centers; attest annually to the terms of the Member Agreement; and hold a US bachelor's degree (or equivalent) plus have at least one year of professional experience or have four years of professional experience. Professional experience includes full-time employment in a professional capacity within the regulatory, banking, financial, or related fields. Once a qualified candidate completes the CAIA program, he or she may apply for CAIA membership and the right to use the CAIA designation, providing an opportunity to access ongoing educational opportunities. Business Experience: Alana joined Northside in 2012. Prior to joining Northside, Alana was an associate in New York on the Alternative Investments & Manager Selection team within the Investment Management division of Goldman, Sachs & Co. Early in her career, Alana worked as a partnership fund accounting analyst within the Federation of Goldman, Sachs & Co. Disciplinary Information: Alana has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Alana is not involved in any outside business activities. Additional Compensation: Alana does not receive any additional compensation for advisory activities, other than her regular salary and bonus. Supervision: Alana is supervised by Jim DeWolfe, a managing member of Northside Capital Management. You can contact Mr. DeWolfe at 541-387-2080. Page 27 of 32  Diane Banta, CAIA, Senior Research Analyst Contact Information: F-1 Northside Capital Management, LLC 375 Sun Valley Rd, Suite Ketchum, ID 83340 650-666-3355 503-296-21 (F10 acsimile) Born: 1985 Educational Background: Diane earned a B.S. in Commerce with concentrations in Finance and Management from the University of Virginia, McIntire School of Commerce in 2007. The CAIA Charter, recognized globally, is administered by the Chartered Alternative Investment Analyst Association and requires a comprehensive understanding of core and advanced concepts regarding alternative investments, structures, and ethical obligations. To qualify for the CAIA Charter, finance professionals must complete a self-directed, comprehensive course of study on risk-return attributes of institutional quality alternative assets; pass both the Level I and Level II CAIA examinations at global, proctored testing centers; attest annually to the terms of the Member Agreement; and hold a US bachelor's degree (or equivalent) plus have at least one year of professional experience or have four years of professional experience. Professional experience includes full-time employment in a professional capacity within the regulatory, banking, financial, or related fields. Once a qualified candidate completes the CAIA program, he or she may apply for CAIA membership and the right to use the CAIA designation, providing an opportunity to access ongoing educational opportunities. Business Experience: Diane joined Northside in 2017. Prior to joining Northside, Diane was most recently a Vice President of Research at Ironwood Capital Management, a fund of hedge funds based in San Francisco (2010 – 2017). Mrs. Banta was responsible for manager sourcing, analysis, and investment due diligence. Earlier in her career, Diane worked as an analyst in the Debt Capital Markets group of Goldman, Sachs & Co (2006-2009). In this role, she assisted with the origination and execution of corporate bond offerings and loan underwritings for Investment Grade companies. She also worked as an analyst in the Executive Office of Goldman, Sachs & Co (2009-2010). Disciplinary Information: Diane has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Diane is not involved in any outside business activities. Additional Compensation: Diane does not receive any additional compensation for advisory activities, other than her regular salary and bonus. Supervision: Diane is supervised by Jim DeWolfe, a managing member of Northside Capital Management. You can contact Mr. DeWolfe at 541-387-2080. Page 28 of 32  Patricia (“Trish”) Gooch, Director of Client Services Contact Information: Suite 313 97031 Northside Capital Management, LLC 116 Third Street, Hood River, Oregon 541‐387‐2080 503‐296‐2110 (Facsimile) Born: 1965 Educational Background: Trish earned a Bachelor of Science in Business Administration and a minor in Psychology from Dominican University of California, graduating magna cum laude. Business Experience: Trish joined Northside in 2001. Prior to joining Northside Capital, Trish was a generalist salesperson on the Institutional Fixed Income Sales desk for Sutro & Company, a San Francisco investment bank. Disciplinary Information: Trish has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Trish is not involved in any outside business activities. Additional Compensation: Trish does not receive any additional compensation for advisory activities, other than her regular salary and bonus. Supervision: Trish is supervised by Jim DeWolfe; a managing member of Northside Capital Management. You can contact Mr. DeWolfe at 541‐387‐2080 . Page 29 of 32  Ryan Hepburn, Senior Reporting & Investment Analyst Contact Information: Northside Capital Management, LLC 116 Third Street, Suite 313 Hood River, Oregon 97031 541-387-2080 503-296-2110 (Facsimile) Born: 1985 Educational Background: Ryan earned a B.S. in Accounting at University of Montana in 2007, and a Masters of Accountancy at the University of Denver, Daniels School of Business in 2008. Business Experience: Ryan joined Northside in 2016. Prior to joining Northside, Ryan was an Assurance Senior at Delap, LLP an Oregon based CPA firm. Disciplinary Information: Ryan has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: Ryan is not involved in any outside business activities. Additional Compensation: Ryan does not receive any additional compensation for advisory activities, other than his regular salary and bonus. Supervision: . Ryan is supervised by Jim DeWolfe, a managing member of Northside Capital Management. You can contact Mr. DeWolfe at 541-387-2080 Page 30 of 32  John Phillips, CPA/PFS, CFP®, Chief Compliance Officer & Investment Systems Analyst Contact Information: Suite 313 97031 Northside Capital Management, LLC 116 Third Street, Hood River, Oregon 541‐387‐2080 503‐296‐2110 (Facsimile) Born: 1964 Educational Background: John earned a B.S. in Accounting and Business Administration from the University of Kansas in 1988 and an M.B.A. from Seattle University in 1993. Business Experience: John joined Northside in 2001. Prior to joining Northside, John worked as a personal financial planner providing financial services to individuals and businesses through Northwestern Mutual. John spent the earlier part of his career working as an accountant and operations manager for several privately held manufacturing companies. Disciplinary Information: John has not been, and is not currently, involved in any legal or disciplinary events. Other Business Activities: John is not involved in any outside business activities. Additional Compensation: John does not receive any additional compensation for advisory activities, other than his regular salary and bonus. Supervision: John is supervised by Jim DeWolfe; a managing member of Northside Capital Management. You can contact Mr. Dewolfe at 541‐387‐208 0. Designation Disclosures: The Certified Public Accountant (CPA) designation is the title of qualified accountants who have passed the Uniform Certified Public Accountant Examination and have met additional state education and experience requirements for certification as a CPA. The requirements, which are set by each state board of accountancy, include: completing a program of study in accounting at a college or university, passing the Uniform CPA Exam, and obtaining a specific amount of professional work experience in public accounting. CPAs and regular members in good standing of the AICPA are required to complete 120 hours, or its equivalent, of continuing professional education for each three‐year reporting period. The Personal Financial Specialist (PFS) designation is offered by the American Institute of Certified Public Accountants (AICPA). Candidates must hold a CPA certification and be a member in good standing of the AICPA. A PFS candidate must earn a minimum of 80 hours of personal financial planning education within the five‐year period preceding the date of the PFS application. The education must be in the nine areas that make up the PFS Body of Knowledge (personal financial planning process, income tax planning, insurance planning, investment planning, financial independence, employee benefits, performance management, charitable planning, and special needs). In addition to meeting educational requirements, PFS candidates must have at least two years (3,000 Page 31 of 32  hours) of full‐time experience in personal financial planning within the five‐year period preceding the date of the PFS application. PFS candidates must also pass either the Personal Financial Specialist or Certified Financial Planner (CFP®) exams. CPAs who hold a PFS must adhere to the AICPA code of conduct. 60 hours of Continuing Professional Education related to the PFS body of knowledge every three years is also required. The CERTIFIED FINANCIAL PLANNER™, CFP® and federally registered CFP (with flame design) marks (collectively, the “CFP® marks”) are professional certification marks granted in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). The CFP® certification is a voluntary certification; no federal or state law or regulation requires financial planners to hold CFP® certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. Currently, more than 62,000 individuals have obtained CFP® certification in the United States. To attain the right to use the CFP® marks, an individual must satisfactorily fulfill the following requirements:     Education – Complete an advanced college‐level course of study addressing the financial planning subject areas that CFP Board’s studies have determined as necessary for the competent and professional delivery of financial planning services, and attain a Bachelor’s Degree from a regionally accredited United States college or university (or its equivalent from a foreign university). CFP Board’s financial planning subject areas include insurance planning and risk management, employee benefits planning, investment planning, income tax planning, retirement planning, and estate planning; Examination – Pass the comprehensive CFP® Certification Examination. The examination, administered in 10 hours over a two‐day period, includes case studies and client scenarios designed to test one’s ability to correctly diagnose financial planning issues and apply one’s knowledge of financial planning to real world circumstances; Experience – Complete at least three years of full‐time financial planning‐related experience (or the equivalent, measured as 2,000 hours per year); and Ethics – Agree to be bound by CFP Board’s Standards of Professional Conduct, a set of documents outlining the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements in order to maintain the right to continue to use the CFP® marks:   Continuing Education – Complete 30 hours of continuing education hours every two years, including two hours on the Code of Ethics and other parts of the Standards of Professional Conduct, to maintain competence and keep up with developments in the financial planning field; and Ethics – Renew an agreement to be bound by the Standards of Professional Conduct. The Standards prominently require that CFP® professionals provide financial planning services at a fiduciary standard of care. This means CFP® professionals must provide financial planning services in the best interests of their clients. CFP® professionals who fail to comply with the above standards and requirements may be subject to CFP Board’s enforcement process, which could result in suspension or permanent revocation of their CFP® certification. 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