Helium Advisors LLC

Helium Advisors LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Helium Advisors LLC. If you have any questions about the contents of this brochure, please contact us at (425) 214-1533 or by email at: howardm@heliumadvisors.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 Helium Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Helium Advisors LLC’s CRD number is: 282356. 222 NE PARK PLAZA DR PARK TOWER III, SUITE 116 VANCOUVER, WA 98208 (425) 214-1533 info@heliumadvisors.com www.heliumadvisors.com Registration does not imply a certain level of skill or training. Version Date: 03/2026 Helium Advisors Form ADV 2A 03/2026 0202/2025  Item 2: Material Changes The material changes in this brochure are intended to update the prior annual ADV amendment of Helium Advisors, LLC on 09/2025 and are described below. Material changes relate to Helium Advisors, LLC’s policies, practices, or conflicts of interest. Affiliate References Removed References to the following dissolved affiliates were removed: • The Tax and Accounting Group • Helium Day Tax • H. Maris & Associates LLC Item 5 - Fees and Compensation Fee Calculation Methodology Clarified The Firm revised its fee calculation disclosure to clarify that: • Advisory fees are based on the aggregate value of the account(s) as of the last business day of the prior billing period, after taking into account deposits and withdrawals. Fees are billed quarterly in advance. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis • Duplicate descriptions of Methods of Analysis were removed for clarity and consistency. Risk as a Result of Natural and Human Disruptions • COVID-19 disclosure was updated to reflect current conditions and ongoing operational resiliency considerations. Financial Institution Risk: Distress Events • Disclosure expanded to address risks affecting individually managed accounts, including potential impacts from financial institution distress events. Helium Opp Fund I • Clarified the Methods of Analysis and Investment Strategy applicable to Helium Opp Fund I. Item 17 - Voting Client Securities (Proxy Voting) Clarification of Proxy Voting Practices Disclosure was updated to clarify proxy voting practices for: • Separately managed account clients • Helium Opp Fund I Helium Advisors Form ADV 2A 03/2026  Item 3: Table of Contents Item 1: Cover Page .......................................................................................................................................................................................................................................................... 1 Item 2: Material Changes ............................................................................................................................................................................................................................................. 2 Item 3: Table of Contents .............................................................................................................................................................................................................................................. 2 Item 4: Advisory Business ........................................................................................................................................................................................................................................... 5 A. Description of the Advisory Firm . ............................................................................................................................................................... 5 B. Types of Advisory Services . ......................................................................................................................................................................... 5 Portfolio Management Services ..................................................................................................................................................................................................................... 5 Retirement Plan / Pension Consulting Services ...................................................................................................................................................................................... 6 Financial Planning Services ............................................................................................................................................................................................................................. 6 Tax Preparation Services .................................................................................................................................................................................................................................. 6 Educational Seminars/Workshops ............................................................................................................................................................................................................... 7 Services Limited to Specific Types of Investments ................................................................................................................................................................................ 7 C. Client Tailored Services and Client Imposed Restrictions . ......................................................................................................................... 7 D. Wrap Fee Programs . ..................................................................................................................................................................................... 7 E. Assets Under Management . .......................................................................................................................................................................... 7 Item 5: Fees and Compensation ................................................................................................................................................................................................................................. 8 A. Fee Schedule . ............................................................................................................................................................................................... 8 Typical Portfolio Management Fees ............................................................................................................................................................................................................. 8 Typical Annual Flat Fees ......................................................................................................................................................................................................................................... 8 Retirement Plan / Pension Consulting Services Fees ............................................................................................................................................................................ 9 Asset-Based Fees ........................................................................................................................................................................................................................................................ 9 Financial Planning Fees .................................................................................................................................................................................................................................. 10 Fixed Fees .................................................................................................................................................................................................................................................................. 10 B. Payment of Fees . ....................................................................................................................................................................................... 11 Payment of Portfolio Management Fees .................................................................................................................................................................................................. 11 Payment of Retirement Consulting Fees .................................................................................................................................................................................................. 11 Payment of Financial Planning Fees .......................................................................................................................................................................................................... 11 C. Client Responsibility for Third Party Fees . .............................................................................................................................................. 12 D. Prepayment of Fees . ................................................................................................................................................................................. 12 E. Outside Compensation for the Sale of Securities to Clients . .................................................................................................................... 12 Item 6: Performance-Based Fees and Side-By-Side Management ............................................................................................................................................................ 12 Item 7: Types of Clients ............................................................................................................................................................................................................................................. 13 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss......................................................................................................................................................... 13 • Methods of Analysis and Investment Strategies ........................................................................................................................................................................ 13 Helium Advisors Form ADV 2A 03/2026  Methods of Analysis ......................................................................................................................................................................................................................................... 13 Investment Strategies ..................................................................................................................................................................................................................................... 14 Investment Strategies ..................................................................................................................................................................................................................................... 15 Item 9: Disciplinary Information ............................................................................................................................................................................................................................ 18 • Administrative Proceedings .............................................................................................................................................................................................................. 18 • Self-regulatory Organization (SRO) Proceedings ...................................................................................................................................................................... 18 Item 10: Other Financial Industry Activities and Affiliations ..................................................................................................................................................................... 18 • Registration as a Broker/Dealer or Broker/Dealer Representative.................................................................................................................................. 18 • Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ......................................... 18 • Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ..................................................................... 18 • Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ............................................................ 20 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................................................................................. 20 • Code of Ethics........................................................................................................................................................................................................................................... 20 • Recommendations Involving Material Financial Interests .................................................................................................................................................... 20 • Trading Securities At/Around the Same Time as Clients’ Securities ................................................................................................................................. 20 Item 12: Brokerage Practices ................................................................................................................................................................................................................................... 21 • Factors Used to Select Custodians and/or Broker/Dealers .................................................................................................................................................. 21 • Research and Other Soft Dollar Benefits....................................................................................................................................................................................... 21 • Brokerage for Client Referrals .......................................................................................................................................................................................................... 21 • Clients Directing Which Broker/Dealer/Custodian to Use .................................................................................................................................................... 22 • Aggregating (Block) Trading for Multiple Client Accounts ................................................................................................................................................... 22 Item 13: Review of Accounts .................................................................................................................................................................................................................................... 22 • Frequency and Nature of Periodic Reviews and Who Makes Those Reviews .............................................................................................................. 22 • Factors That Will Trigger a Non-Periodic Review of Accounts ............................................................................................................................................ 22 • Content and Frequency of Regular Reports Provided to Clients ........................................................................................................................................ 22 Item 14: Client Referrals and Other Compensation ....................................................................................................................................................................................... 23 • Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) .......................... 23 • Compensation to Non – Advisory Personnel for Client Referrals ..................................................................................................................................... 23 Item 15: Custody ........................................................................................................................................................................................................................................................... 23 Item 16: Investment Discretion ............................................................................................................................................................................................................................. 23 Item 17: Voting Client Securities (Proxy Voting) ............................................................................................................................................................................................ 24 Item 18: Financial Information .............................................................................................................................................................................................................................. 24 • Balance Sheet .......................................................................................................................................................................................................................................... 24 • Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ........................................................ 24 • Bankruptcy Petitions in Previous Ten Years ............................................................................................................................................................................... 24 Helium Advisors Form ADV 2A 03/2026  Item 4: Advisory Business A. Description of the Advisory Firm Helium Advisors LLC (hereinafter “Helium Advisors”) is a Limited Liability Company organized in the State of Washington. The firm was formed in November 2015 and became registered as an investment adviser in April 2016. The principal owner is Helium Financial Group, LLC, which is owned by Caysam, LLC and Katahdin Ventures, LLC. Caysam, LLC is owned by Gary N Russell, President of Helium Advisors, and Katahdin Ventures, LLC is owned by Howard Alexander Morin, Chief Compliance Officer of Helium Advisors. Other Financial Industry Activities and Affiliations Helium Advisors, LLC, and the General Partner of the Fund, Helium Opp Fnd 1Mgr, LLC, are related persons insofar as they are under common control. This does not present a material conflict of interest where Helium Advisors provides investment advisory services to the Fund and the General Partners manage the Fund’s operations—the interests of each entity are aligned with one another and with the Fund’s investors. To the extent that any conflict of interest does arise, Helium Advisors will seek to inform the affected parties of the conflict and resolve the conflict in the best interests of its clients. Helium Fund Advisors LLC is a subsidiary of Helium Advisors LLC. Brightline Consulting Group LLC (BCG) is a bespoke marketing and consulting consortium crafted specifically for professionals in financial and professional services. Brightline is a wholly owned affiliate of Helium Financial Group and is under common ownership of Helium Advisors LLC. From time to time, Brightline or its partners may refer business to entities like Helium Advisors LLC and may receive compensation. Membership is open to seasoned professionals in the professional services industry who demonstrate a high standard of expertise and ethical practice. Candidates must pass a vetting process, background check, and be endorsed by existing members or the Manager of BCG. Profit share is calculated based on the volume and value of the business a member directs within the network, with adjustments for the complexity and ongoing management of referred prospects and clients as defined by the Brightline Profit Sharing Agreement. To the extent that any conflict of interest does arise, Helium Advisors will seek to inform the affected parties of the conflict and resolve the conflict in the best interests of its clients. B. Types of Advisory Services Portfolio Management Services Helium Advisors offers ongoing portfolio management services based on the individual goals and objectives, time horizons, and risk tolerance of each client, which may include an Investment Policy Statement (“IPS”).. Portfolio management services include, but are not limited to, the following: • • Asset allocation Investment strategy • • Personal investment policy Asset selection Helium Advisors Form ADV 2A 03/2026  • Risk tolerance • Regular portfolio monitoring Helium Advisors evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. Helium Advisors will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented for each client in their goals and objectives and related client records, as applicable. Helium Advisors seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of Helium Advisors’ economic, investment or other financial interests. To meet its fiduciary obligations, Helium Advisors attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, Helium Advisors’ policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is Helium Advisors’ policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Private Fund Advisor Pursuant to a written investment management agreement, Helium Fund Advisors, LLC, provides investment management services to the Helium Opportunity Fund I, LLC, (the “Private Fund”). The Private Fund is a limited partnership whose securities are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) and Regulation D (including Rule 506(b)) thereunder and from registration of the Partnership as an investment company under the Investment Company Act, provided by Section 3(c)(1) thereunder. Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are accredited investors, the issuer takes reasonable steps to verify purchasers’ accredited investor status and certain other conditions in Regulation D are satisfied. The Partnership offers limited partnership interests (the “Interests”) through a private placement on a continuous basis to persons who are “qualified clients” as that term is defined in Rule 205- 3(d)(1) under the Advisers Act., subject to certain exceptions. The advice Helium Advisors provides is tailored according to the investment objectives and guidelines and set forth (i) with respect to each fund, in its respective organizational documents and (ii) with respect to each Managed Account, in the investment management agreement or other governing document between Helium and the account holder. Helium does not tailor its advisory services to the individual needs of the investors in the fund, however, with respect to Clients other than the fund, a Client may enter into an investment management agreement with the Adviser in which the Client imposes restrictions on investing in certain types of securities and other financial instruments. As used herein, the term “Client” generally refers to each fund and each account holder of a Managed Account, and any other clients managed by Helium. Helium Advisors Form ADV 2A 03/2026  Retirement Plan / Pension Consulting Services Helium Advisors offers ongoing consulting services to pension or other retirement plans (including but not limited to 401(k) plans) based on the demographics, goals, objectives, time horizon, and/or risk tolerance of the plan’s participants. Retirement consulting services are provided on a non-discretionary basis and Helium Advisors does not perform trades in these accounts. Helium Advisors will be investment adviser with respect to such matters as, inter alia: (1) identifying investment objectives and restrictions; (2) allocating plan assets to various objectives;(3) selecting money managers to manage plan assets in ways designed to achieve objectives; (4) selecting mutual funds that plan participants can choose as their funding vehicles; (5) monitoring performance of money managers and mutual funds and making recommendations for changes; and (6) selecting other service providers, such as custodians, administrators, and broker- dealers. Financial Planning Services Helium Advisors offers two levels of financial planning services. Basic financial planning services may include but are not limited to investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. Financial planning is provided on a non-discretionary basis. Helium Advisors offers Family Office Services, intended for high to ultra-high net-worth clientele. This service is a comprehensive service, which includes but is not limited to; investment planning, life insurance, tax concerns, retirement planning, education planning, and debt/credit planning Investment planning involves working with clients to make sure their investments match their respective risk tolerance and goals. Tax concerns are addressed by working with the client to determine and compare effective tax rates for income, capital gains and other earnings or investments, then attempting to allocate the client’s resources accordingly. Life insurance planning entails reviewing the life insurance and/or disability insurance needs of the client, together with any applicable dependents, spouse, or other relatives, and assessing appropriate coverage for these individuals. College planning entails helping clients save for higher education, whether for the client or his/her children or other dependents, in the ideal manner to suit the client’s overall financial goals and means. Financial planning to address retirement entails making sure clients are financially equipped for retirement in light of the client’s anticipated income and expenses, investments, and other assets. Debt/credit planning consists of breaking down client budgets and aiding clients in decision-making as to current debt, anticipated significant expenses and potential debt, and avoiding excessive debt. Tax Preparation Services In the event that a client requires Tax Preparation, Helium Advisors can utilize our tax preparation affiliate, Helium Tax LLC. There may not be an additional charge for clients to utilize a tax preparation affiliate of Helium Advisors depending on the agreed upon terms with each client. Helium Advisors Form ADV 2A 03/2026  Educational Seminars/Workshops Helium Advisors provides periodic educational seminars and workshops to clients and the general public free of charge. Services Limited to Specific Types of Investments Helium Advisors generally limits its investment advice to mutual funds, equity securities, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities, ETFs, treasury inflation protected/inflation linked bonds and non-U.S. securities. Helium Advisors may use other securities and Sub- advisors as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions Helium Advisors will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by Helium Advisors on behalf of the client. Helium Advisors may use “model portfolios” together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. Helium Advisors does not participate in any wrap fee programs. E. Assets Under Management Helium Advisors has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 225,435,126 $ 8,342,016 December 2025 Helium Advisors Form ADV 2A 03/2026  Item 5: Fees and Compensation A. Fee Schedule Typical Portfolio Management and Financial Planning Fees Typical Asset-Based Fees Total Assets Under Management Annual Fee $0 - $250,000 1.50% $250,001-$500,000 1.25% $500,001 - $1,000,000 1.00% $1,000,001 - $5,000,000 0.90% $5,000,001 – And Up 0.75% Helium Advisors uses the aggregate value of the account(s) as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Fees are quarterly paid in advance. Typical Annual Flat Fees The negotiable annual flat fee is between $10,000 and $20,000. Flat fee arrangements are typically reserved for clients who would like to bundle services like portfolio management and financial planning, and may require Tax Preparation via our affiliate, Helium Tax LLC. Helium Advisors will reimburse Helium Tax, LLC for preparing the client’s tax return. Clients will not incur any additional fees regarding these reimbursements. The flat fee is based on the service level requested as defined by the client engagement. It is usually based on the client’s needs, including but not limited to the number of calls, meetings, travel, and documentation required as part of Helium Advisors’ service delivery. The flat fee will not exceed 2% of a client’s assets under management. Other investment advisers may provide similar services at a lower fee. Helium Advisors uses the value of the account as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of calculating the advisory fee. These fees are generally negotiable, and the final fee schedule is attached as Exhibit II of the Investment Management Agreement IMA). Clients may terminate the agreement within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. Helium Advisors Form ADV 2A 03/2026  Retirement Plan / Pension Consulting Services Fees Fixed Fees The rate for creating retirement plan/pension consulting plans is between $5,000 and $50,000. The negotiated fee is based on the service level requested as defined by the client engagement. It is usually based on the client’s needs, including but not limited to the number of calls, meetings, travel, and documentation required as part of Helium Advisors’ service delivery. Asset-Based Fees Total Assets Annual Fee Up to $2,000,000 0.70% $2,000,001 - $5,000,000 0.60% $5,000,001 – And Up 0.50% Helium Advisors uses the value of the account as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Fees are charged quarterly in advance. In computing the market value of any investment, the securities listed on a national securities exchange or otherwise subject to current last sale reporting shall be valued at the amount reported on the custodian statement. Any securities that are not traded nor subject to last sale reporting shall be valued at the latest available bid price reflected by quotations furnished to Helium Advisors by such sources as it may deem appropriate. Any other security shall be valued to reflect its fair market value in such manner as shall be determined in good faith by the client and by Helium Advisors, consistent with its fiduciary duty under the Securities Act of Washington to act in the best interest of its clients. Clients will have the opportunity to dispute valuations. These fees are generally negotiable, and the final fee schedule is attached as Exhibit II of the retirement plan consulting agreement. Clients may terminate the agreement five business days of signing the retirement plan consulting agreement. Thereafter, clients may terminate the retirement plan consulting agreement with 30 days' written notice. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Sub-advisory Agreement Fees From time to time, Helium Advisors may recommend the use of a Sub-advisor to implement a specific Investment Strategy on behalf of the client. All fees paid by Clients with respect to the Investment Strategies will be paid to and received by Sub-advisor pursuant to the authority granted to it by the Advisor to do so and on the basis set out in the fee schedule. (See Fees Section). Sub-advisor will calculate and debit the fees for its sub-advisory services (the “Sub-advisory Fee”) from the respective Client Accounts to which such Sub-advisory Fees apply on a monthly basis, in arears, and in accordance with Client Management Agreement. Sub-advisory Fees will be debited no later than the 10th business day of each Helium Advisors Form ADV 2A 03/2026  month. Unless otherwise provided in the Sub-advisory Fee schedule with respect to each Client Account shall be calculated based on AUM, which fee shall be determined by the Investment Strategy employed by the Client Account. The deducted Sub-advisory Fees will be reported to each Client by the custodian of their Client Account as part of their statement. Fidelity’s Margin fees are charged based on the total value of the amount that is extended as margin to effect the margin trade. It's important to remember that Fidelity's current base margin rate is subject to change. To ensure you are aware of the latest rates and any potential changes, it's best to regularly check the margin rates on Fidelity's website or contact them directly for the most up-to-date information. The margin fee and short rebate will be debited from the account on a monthly basis. Trading fees – a $0.0002/share commission applies to all Fidelity stock trades. Helium Advisors uses the value of the account as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Our annual Advisory Fee is an asset-based fee, which will be billed on a quarterly basis in advance. Refer to HA Assets Based Fee Schedule. Sub-Advisor Investment Strategy Annual Fee Tax-Advantaged Long/Short Equity Strategy (e.g., 130/30) 1. Sub-advisor fee - (130% + 30%) x 0.17% - 0.27% annual fee, paid monthly. 2. Fidelity margin rate and short rebate – paid monthly. 3. Fidelity commission of $.0002/share 4. Helium Advisors Fee based on assets under management – refer to HA Asset Based Fee schedule. At no time will the Advisor or the Sub-advisor have physical custody or control over the cash or securities in any Account, except for any constructive custody by Advisor and/or Subadvisor in connection with Advisor's and/or Sub-advisors’ deduction of advisory fees for services to Client Account. The assets of each Account shall be held in the custody of a qualified custodian, as that term is defined in Rule 206(4)-2 under the Advisers Act. Financial Planning Fees Standard Financial Planning Hourly Fees The negotiated hourly fee for these services is $300. Fees are charged in advance, but never more than six months in advance. For hourly fees that are collected in advance, the refunded fee will be the balance of the fees collected in advance minus the hourly rate times the number of hours of work that has been completed up to and including the day of termination. Helium Advisors Form ADV 2A 03/2026  Fixed Fees The negotiated fixed rate for creating client financial plans is between $5,000 and $25,000. Fees are charged in advance, but never more than six months in advance. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. Helium Advisors has the ability to provide simple plans with basic information, as well as complex financial and holistic planning if needed. Fees for financial planning services will vary based on the extent of what the client is requesting in the financial plan. Helium Advisors does have fixed fee relationships, and they are negotiated based on the anticipated amount of advisory work needed in the relationship. Family Office Services Total Assets Under Management Annual Fee $1,000,001 - $5,000,000 1.00% $5,000,001 – And up 0.75% These fees are generally negotiable based on the scope and complexity of services to be provided. Clients may terminate the agreement for a full refund of Helium Advisors’ fees within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. If the financial planning arrangement is terminated prior to conclusion of the financial planning services, then Helium Advisors will deliver to the client that portion of the financial plan/work product that has been completed as of the effective date of termination. Private Fund Fees For the Helium Opportunity Fund I, LLC we have agreed to charge a management fee of 2% of assets under management. In addition, we have agreed to charge a one-time asset acquisition fee of 0.5%, a one-time asset disposition fee of 0.5%, and a one-time asset refinancing fee of 0.5% on fund asset transactions. For the Helium Opportunity Fund I, LLC the Management Fee in respect of any Capital Account of a Class A Interest or a Class B Interest for any calendar quarter shall be an amount equal to one-quarter percent (0.50%) per quarter (two percent (2%) per annum of the Aggregate Capital Contributions of the members of such Capital Account for such quarter. The management fee is prorated for any period that is less than a full calendar quarter and will be adjusted for subscriptions and withdrawals occurring during the quarter. The General Partner to the Helium Opportunity Fund I, LLC will also be paid performance-based compensation, or “incentive allocation,” which is compensation that is based on a share of capital gains on or capital appreciation of the assets of a Client. The specific payment terms, allocations and other conditions of fees are set forth in the Fund’s Documentation. Helium Advisors Form ADV 2A 03/2026  After calculating the management and fund asset transaction fees and confirming such amounts with the Adviser, the Private Fund’s administrator deducts the management and transaction fee from the Fund. The Investment Manager will be responsible for and will pay, or cause to be paid, all ordinary office overhead expenses, which include rent and supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance, employee benefits, payroll taxes and compensation of analysts and other personnel. With respect to the Helium Opportunity Fund I, LLC, the Investment Manager may elect, in its sole discretion, to reduce, waive or calculate differently, the Management or Asset Transaction Fee to the fund. Notwithstanding the foregoing, if an account we manage also owns an interest in the Helium Opportunity Fund I, LLC, we will not charge our Client a management fee on that holding beyond the pro rata advisory fee paid by that fund directly to us. As of December 31, 2025, Helium Fund Advisors managed the Helium Opportunity Fund I, LLC’s assets valued at approximately $ 4,287,892 B. Payment of Fees Payment of Portfolio Management Fees Helium Advisors uses the aggregate value of the account(s) as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Asset-based and Flat-Fee portfolio management fees are either withdrawn directly from the account (see Item 15 for procedures) or invoiced and billed directly to the client. Clients may select the method in which they are billed. Fees are quarterly paid in advance. For direct fee billing to clients, they will be provided with written billing information containing the fee(s), the formula used to calculate the fee(s), and the time period covered by the fee(s). In all instances, Helium Advisors will send the client a written invoice, including the fee, the formula used to calculate the fee, the fee calculation itself, the time period covered by the fee, and, if applicable, the amount of assets under management on which the fee was based. Also, Helium Advisors will include the name of the custodian(s) on your fee invoice. Helium Advisors will send these to the client concurrent with the request for payment or payment of the Adviser’s advisory fees. We urge the client to compare this information with the fees listed in the account statement. Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by Helium Advisors. Please see Item 12 of this brochure regarding broker-dealer/custodian. Helium Advisors Form ADV 2A 03/2026  Payment of Retirement Consulting Fees Asset-based retirement plan/pension consulting fees are either withdrawn directly from the account (see Item 15 for procedures) or invoiced and billed directly to the client. Clients may select the method in which they are billed. Fees are quarterly paid in advance. For direct fee billing to clients, they will be provided with written billing information containing the fee(s), the formula used to calculate the fee(s), and the time period covered by the fee(s). Fixed retirement plan/pension consulting fees are paid via check. These fees are paid 100% in advance, but never more than six months in advance. Payment of Private Fund Fees After calculating the management and fund asset transaction fees and confirming such amounts with the Adviser, the Private Fund’s administrator deducts the management and transaction fee from the Fund. The Investment Manager will be responsible for and will pay, or cause to be paid, all ordinary office overhead expenses, which include rent and supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance, employee benefits, payroll taxes and compensation of analysts and other personnel. Payment of Financial Planning Fees Standard Financial Planning Financial planning fees are paid via check or wire, 100% in advance but never more than six months in advance. Family Office Family Office fees are withdrawn directly from the account (see Item 15 for procedures). Fees are quarterly paid in advance. C. Client Responsibility for Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by Helium Advisors. Please see Item 12 of this brochure regarding broker-dealer/custodian. Helium Advisors Form ADV 2A 03/2026  D. Prepayment of Fees Helium Advisors collects fees in advance. Refunds for fees paid in advance will be returned within thirty days to the client via check or return deposit back into the client’s account. For all asset-based fees paid in advance, and upon written notice of at least 30 days, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination (written notice). (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. For hourly fees that are collected in advance, the refunded fee will be the balance of the fees collected in advance minus the hourly rate times the number of hours of work that has been completed up to and including the day of termination. E. Outside Compensation for the Sale of Securities to Clients Neither Helium Advisors nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management Performance Based fees for Private Fund Helium Advisors does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of the Private Fund client. Item 7: Types of Clients Helium Advisors generally provides advisory services to the following types of clients: i. Individuals ii. High-Net-Worth Individuals iii. Pension and Retirement/Profit Sharing Plans iv. Charitable Organizations v. Corporations or Business Entities vi. Private Funds There is no account minimum for any of Helium Advisors’ services. Helium Advisors Form ADV 2A 03/2026  Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss Material Risks Involved Methods of Analysis Helium Advisors’ methods of analysis include charting analysis, fundamental analysis, technical analysis, cyclical analysis, quantitative analysis, and modern portfolio theory. Charting analysis strategy involves using and comparing various charts to predict long and short-term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two-fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Quantitative Model Risk: Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Modern Portfolio Theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade- off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Helium Advisors Form ADV 2A 03/2026  Risk as a Result of Natural and Human Disruptions A client’s investment could be adversely affected in the event of a natural disaster, severe weather events, climate change, earthquakes, fires, war, terrorism, health pandemics and other public health crises. The global outbreak of the novel coronavirus (COVID-19) adversely impacted commercial activity and contributed to significant volatility in financial markets. The resulting economic disruption affected the performance of client investments and created material uncertainty and risk with respect to overall performance and financial results during that period. Although markets have largely stabilized, the financial and economic effects of the pandemic may continue to influence certain sectors and valuations. Residual impacts could affect the valuation of investments recommended to clients, as well as those made by the firm on behalf of its clients. Financial Institution Risk; Distress Events National and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, custody, technology, and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy, or default) with one or more national or regional banks, financial institutions, or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs, and losses, among other possible effects) for other participants in these markets. Future developments, including actions taken by the U.S. Department of the Treasury, Federal Deposit Insurance Corporation (FDIC), and/or Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of any of the U.S. Department of the Treasury, Federal Deposit Insurance Corporation, and/or Federal Reserve Board, as well as other financial industry agencies and policy-making and regulatory bodies, may remain unknown for significant periods of time and could adversely affect the Fund, its investments and clients in managed accounts In the event of financial distress, failure, or operational disruption at such institutions, clients or the Fund could experience delays in accessing assets, limitations on withdrawals or transfers, valuation disruptions, or potential losses. Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short term trading risks include liquidity, economic stability, and inflation, in addition Helium Advisors Form ADV 2A 03/2026  to the long-term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Brooklyn Investment Group Tax-Advantaged Long/Short Equity Strategy Helium Advisors may use long-term trading and short-term trading to implement its investment strategies for the managed accounts. We may recommend that you use the services of a Sub-advisor to manage all, or a portion of, your investment portfolio. Helium Advisors, LLC, has engaged Brooklyn Investment Group, LLC, as a Sub-advisor (“Sub- advisor”). Brooklyn Investment Group is located at 370 Jay Street, 7th floor, Brooklyn NY 11201. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Traditional tax-loss harvesting can be a very effective tool for most portfolios. However, there are situations where more powerful tools are needed. The 130-30 strategy, often called a long-short extension, is an investment strategy where a portfolio manager purchases securities on margin to "extend" the size of the portfolio to 130% (or more) long and short a corresponding amount (30%) to ensure that overall market exposure remains at 100%. This strategy is employed when traditional tax-loss harvesting may be insufficient due to a low overall portfolio cost basis or the need to rapidly diversify out of concentrated stock positions with significant embedded gains. The following risks are associated with the above Strategy: Market risk can lead to loss due to the impact of general market movements. Idiosyncratic risk due to company-specific factors that are generally not correlated with the broad market environment can lead to loss. Short-sale risk can amplify losses because the stock price appreciates. Borrow risk can result in a “short squeeze,” meaning that securities borrowed with a short sale need to be returned to the securities lender on short notice and at a time when other short sellers of the security are receiving similar requests, compelling the Client to buy such securities on the open market at prices significantly in excess of the proceeds received, which can lead to loss. Leverage risk can cause unexpected interactions between longs and shorts or an improperly hedged portfolio. Borrow rate risk for stocks that are thinly traded or less available for other reasons can lead to loss. Tax treatment of the long/short strategies may constitute a deferral rather than a permanent savings, cannot be guaranteed, and may or may not be suitable to pursue, and that neither the Advisor, Nuveen Asset Management nor the Sub-advisor can offer tax advice, and Advisor has counseled each client to consult with their own qualified tax advisors with respect to the suitability and likely tax treatment of the long/short strategy in their particular circumstances. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Helium Advisors Form ADV 2A 03/2026  Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Real Estate funds (including REITs) face several kinds of risks that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on Helium Advisors Form ADV 2A 03/2026  investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirements or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Illiquid Securities. Certain securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities. Valuation of such securities may be difficult or uncertain because there may be limited information available about the issuers of such securities. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable and the Funds may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and may result in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period. As a result, the Funds may be required to hold such securities despite adverse price movements. Even those markets that Helium Advisors reasonably expects to be liquid can experience periods (possibly extended periods) of illiquidity. Market conditions have risen multiple times in the past where previously liquid investments have rapidly become illiquid. Options. Helium Advisors may trade in put and call options, which are highly specialized activities and entail greater risk than many other investment strategies. Trading put and call options can result in large amounts of leverage because option premiums paid or received by an investor are small in relation to the market value of the investments underlying the options. As a result, the leverage offered by trading in options could cause an investor’s asset value to be subject to more frequent and wider fluctuations than would be the case if the investor did not invest in options. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Helium Opportunity Fund I, LLC Methods of Analysis, Investment Strategies, & Risk of Loss Method of Analysis The Fund conducts financial, operational, and legal due diligence on potential investments to identify and evaluate material risks prior to acquisition. This analysis includes an assessment of market opportunity, competitive positioning, asset-specific advantages, and the experience and capabilities of management or operators. Helium Advisors Form ADV 2A 03/2026  The Fund focuses on operating real estate assets with established tenants, in-place cash flow, or strong cash-flow potential. Target property types include commercial properties, sale- leaseback transactions, self-storage facilities, mixed-use developments, office, retail, and select single-family assets. The Fund seeks assets with distinctive physical characteristics, strategic locations, or specialized uses that may provide a sustainable competitive advantage. Investment opportunities may include underperforming or distressed properties, such as off-market assets, withdrawn listings, or price-reduced offerings, where the Fund believes value may be enhanced through active management, repositioning, or operational improvements. These investments involve additional risks, including leasing uncertainty, capital expenditure requirements, and changing market conditions. The Fund monitors portfolio investments on an ongoing basis through performance tracking and reporting processes designed to facilitate the early identification and management of emerging risks. Investment Strategies The Fund’s investment strategy is to acquire and manage income-producing real estate assets in North America that the Adviser believes are well positioned, well managed, and capable of generating stable or improving cash flows. The Fund seeks to enhance value through active asset management, operational improvements, strategic leasing, and, where appropriate, repositioning of properties. A portion of the Fund’s investments may include healthcare-related properties, such as dialysis centers and other medical-use facilities. These assets typically operate under long-term leases and may provide stable cash flows; however, they are subject to risks unique to the healthcare sector, including regulatory changes, reimbursement rate adjustments, operator concentration, and evolving healthcare delivery models that may affect tenant performance and property values. The Fund seeks diversification across property types, geographic regions, and tenant profiles to help manage exposure to market volatility and sector-specific risks. In certain circumstances, the Fund may employ risk management techniques, including prudent use of leverage and other measures, to manage downside exposure. For each investment, the Fund establishes exit strategies based on market conditions, asset performance, and investor objectives; however, there can be no assurance that exit objectives will be achieved or that anticipated returns will be realized. Risk of Loss Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Market Risk. An investment in the Fund is generally subject to market risk, including the possible loss of the entire principal amount invested. An investment in the Fund represents an indirect investment in the securities owned by the Fund. Like all financial instruments, the value of these securities may move up or down, sometimes rapidly and unpredictably. The value of your investment in the Fund at any point in time may be worth less than the value of your original investment, even after taking into account any reinvestment of Helium Advisors Form ADV 2A 03/2026  dividends and distributions. Real Estate Securities Risks. The Fund may invest in Investment Funds that hold real estate as well as invest in real estate directly through entities owned or controlled directly or indirectly by the Fund, including one or more entities through joint ventures or limited partnerships. As a result, its portfolio may be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. The value of companies engaged in the real estate industry is affected by: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage. · Commodities Risk. Exposure to the commodities markets may subject the Fund to greater volatility than investments in more traditional securities. The value of commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture, and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked investments in which the Fund or the Investment Funds enter into may involve counterparties in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate. · Master Limited Partnerships and Energy Sector Risks. The Fund may invest in master limited partnerships (“MLPs”) directly and may invest indirectly in MLPs by investing in Investment Funds that invest in MLPs. The underlying MLP will be focused on the energy sector. An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders and the general partner, including those arising from incentive distribution payments. As a partnership, an MLP has no tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's business, an MLP were treated as a corporation for federal income tax purposes, such MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution by the MLP would be reduced and distributions received by investors would be taxed under federal income tax laws applicable to corporate dividends (as dividend income, return of capital, or capital gain). Therefore, the treatment of an MLP as a corporation for federal income tax purposes would result in a reduction in the after-tax return to investors, likely causing a reduction in the value of Fund shares. · Fixed Income Securities Risk. When the Fund invests in fixed income securities, the value of the Fund’s investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk Helium Advisors Form ADV 2A 03/2026  (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). Credit Risk. There is a risk that issuers of debt securities will not make payments, resulting in losses to the Fund. In addition, the credit quality of securities may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult to sell the security. Default, or the market’s perception that an issuer is likely to default, could reduce the value and liquidity of securities. · High Yield Securities Risk. Lower-quality bonds, known as “high yield” or “junk” bonds, present a significant risk for loss of principal and interest. These bonds offer the potential for higher returns but also involve greater risk than bonds of higher quality, including an increased possibility that the bond’s issuer, obligor, or guarantor may not be able to make its payments of interest and principal. Such securities may also be subject to resale restrictions. The lack of a liquid market for these bonds could decrease the Fund’s share price. Investments in high yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. · Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both bonds and common stock and are subject to risks associated with both debt securities and equity securities. The market value of convertible securities tends to decline as interest rates increase and tends to increase as interest rates decline. Convertible securities are also subject to credit risk and prepayment or redemption risk. In addition, the Fund or Investment Funds may invest in convertible securities rated less than investment grade that are sometimes referred to as high yield or “junk bonds.” Convertible securities also have characteristics similar to common stock especially when their conversion value is the same as the value of the bond or preferred share. · Preferred Securities Risk. There are various risks associated with investing in preferred securities, including credit risk, interest rate risk, deferral and omission of distributions, subordination to bonds and other debt securities in a company’s capital structure, limited liquidity, limited voting rights and special redemption rights. · Medium and Small-Capitalization Company Risk. The Fund or Investment Funds may invest in medium or small capitalization companies which may be newly formed or have limited product lines, distribution channels, and financial or managerial resources. The risks associated with these investments are generally greater than those associated with investments in the securities of larger, more established companies. This may cause the Fund’s NAV to be more volatile when compared to investment companies that focus only on large capitalization companies. · Foreign Investment Risk. Foreign securities may be issued and traded in foreign currencies. As a result, changes in exchange rates between foreign currencies may affect their values in U.S. dollar terms. The Fund or Investment Funds may employ hedging techniques to minimize these risks, but there can be no assurance that the Fund or Investment Funds will, in fact, hedge currency risk or that if the Fund or Investment Fund does, such strategies will be effective. The political, economic, and social structure of some foreign countries may be less stable and more volatile than those in the United States. Foreign companies may not be subject to the same disclosure, accounting, auditing and financial reporting standards and practices as U.S. companies, and some countries may lack uniform accounting and auditing standards. Thus, there may be less information publicly available about foreign companies Helium Advisors Form ADV 2A 03/2026  than about most U.S. companies. Certain foreign securities may be less liquid (harder to sell) and more volatile than many U.S. securities. · Emerging Market Risk. Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights. Emerging market securities also tend to be less liquid. · Unregistered Investment Funds Risk. A substantial portion of the Investment Funds in which the Fund may invest will likely not be subject to or registered under the 1940 Act. As a result, the Fund’s investments will not be subject to certain protections afforded to investors under the 1940 Act. · Restricted and Illiquid Investments Risk. The Fund’s investments are also subject to liquidity risk, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. The Adviser may be unable to sell restricted and other illiquid securities at the most opportune times or at prices approximating the value at which they purchased such securities. · Non-Diversification Risk. The Fund is classified as a non-diversified management investment company under the 1940 Act. This means that the Fund may invest a greater portion of its assets in a limited number of issuers than would be the case if the Fund were classified as a diversified management investment company. Accordingly, the Fund may be subject to greater risk because the Fund’s performance may be more sensitive to any single economic, business, political or regulatory occurrence than the value of shares of a diversified investment company. · Subsidiary Risk. The Subsidiary is not registered under the 1940 Act and, unless otherwise noted in this prospectus, is not subject to all of the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, Fund shareholders would likely suffer decreased investment returns. By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments in the Investment Funds will be passed through to the Fund as ordinary income, which may be taxed at less favorable rates than capital gains. · No Operating History Risk. The Fund is a closed-end investment company with no history of operations. It is designed for long-term investors and not as a trading vehicle. During the Fund’s start-up period, the Fund may not achieve the desired portfolio composition. If the Fund commences operations under inopportune market or economic conditions, it may not be able to achieve its investment objective. The Fund’s portfolio managers have no experience managing a closed-end fund. · Limited Liquidity Risk. The Fund is a closed-end investment company structured as an “interval fund” and designed for long-term investors. Unlike many closed-end investment Helium Advisors Form ADV 2A 03/2026  companies, the Fund’s shares are not listed on any securities exchange and are not publicly traded. There is currently no secondary market for the shares, and the Fund does not expect that a secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly offers to repurchase shares at NAV. Under current regulations, such offers must be for not less than 5% of the Fund’s shares outstanding on the repurchase request deadline. The Fund may increase the size of these offerings to up to 25% of the Fund’s shares outstanding, in the sole discretion of the Fund’s board of trustees (the “Board”), but it is not expected that the Board will do so. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer. · Management Risk. The Adviser's judgments about the attractiveness, value and potential appreciation of particular asset classes and securities in which the Fund invests (directly or indirectly) may prove to be incorrect and may not produce the desired results. Valuation Risk. The value of the Fund’s investments will be difficult to ascertain, and the valuations provided by the Adviser in respect of the Fund’s investments will likely vary from the amounts the Fund would receive upon sale or disposition of its investments. In particular, the Fund’s ownership interest in non-traded investment vehicles will be difficult to ascertain, and the Fund will depend heavily on the Adviser’s professional judgment to ascertain a valuation for the Fund’s investments in these vehicles. Such valuations involve subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. See “Determination of Net Asset Value.” · Investment Funds Risk. Fund shareholders may bear two layers of fees and expenses: asset- based fees and expenses at the Fund level, and asset-based fees, incentive allocations or fees and expenses at the Investment Fund level. The Fund's performance depends in part upon the performance of the Investment Fund managers and selected strategies, the adherence by such Investment Fund managers to such selected strategies, the instruments used by such Investment Fund managers and the Adviser's ability to select Investment Fund managers and strategies and effectively allocate Fund assets among them. Each Investment Fund is subject to its strategy-specific risks which may include leverage risk, illiquidity risk, derivatives risk, and market risk. · Business and Regulatory Risk. Legal, tax and regulatory changes (including laws relating to taxation of the Fund’s investments, trade barriers and currency exchange controls), as well as general economic and market conditions (such as interest rates, availability of credit, credit defaults, inflation rates and general economic uncertainty) and national and international political circumstances (including wars, terrorist acts or security operations), may adversely affect the Fund. · Repurchase Policy Risk. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. However, payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than the Adviser would otherwise liquidate such holdings, potentially resulting in losses, and may increase the Fund’s portfolio turnover. If the Fund borrows to finance repurchases, interest on any such borrowing will negatively affect shareholders who do not tender their shares in a repurchase offer by increasing the Fund’s expenses and reducing any net investment income. To the extent the Fund finances repurchases by selling investments, the Fund may hold a larger proportion of its net assets in less liquid securities. Also, the sale of securities to fund repurchases could reduce the market price of those securities, which in turn would reduce the Fund’s NAV. Repurchase of shares will tend to reduce the amount of outstanding Helium Advisors Form ADV 2A 03/2026  shares and, depending upon the Fund’s investment performance, its net assets. A reduction in the Fund’s net assets may increase the Fund’s expense ratio, to the extent that additional shares are not sold. In addition, the repurchase of shares by the Fund may be a taxable event to shareholders. Item 9: Disciplinary Information • Criminal or Civil Actions Neither Helium Advisors nor its representatives have criminal or civil actions to report. • Administrative Proceedings Neither Helium Advisor nor its representatives have administrative proceedings to report. • Self-regulatory Organization (SRO) Proceedings its representatives have self-regulatory organization Neither Helium Advisor nor proceedings to report. Item 10: Other Financial Industry Activities and Affiliations • Registration as a Broker/Dealer or Broker/Dealer Representative Neither Helium Advisors nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. • Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither Helium Advisors nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. • Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Certain Advisory Persons are also licensed insurance professionals. As an insurance professional, an Advisory Person will receive customary commissions and other related revenues from the various insurance companies whose products are sold. Advisory Persons are not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This activity creates a potential conflict of interest since there is an incentive to recommend insurance products Helium Advisors Form ADV 2A 03/2026  based on commission or other benefits received from the insurance company, rather than on the client’s needs. Clients are under no obligation to implement any recommendations made by an Advisory Person or the Advisor. Howard Alexander Morin is a Member of Katahdin Ventures LLC. Katahdin Ventures LLC is a personal LLC, formed solely to hold Mr. Morin’s membership interest in other entities, such as Helium Financial Group, which in turn holds membership interests in Helium Advisors LLC and The Expert Group. Katahdin Ventures LLC is not operational and does not have customers. Neither Helium Advisors nor Howard Alexander Morin have signatory authority over any client accounts. Howard Alexander Morin and Gary N Russell are principals of Helium Financial Group LLC which holds is the parent company of Helium Tax LLC. From time to time, they may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. Helium Advisors always acts in the best interest of the client and clients always have the right to decide whether or not to utilize the services of any Helium Advisors representative in such individuals outside capacities. Howard Alexander Morin and Gary N Russell are principals in Helium Financial Group LLC which holds a membership interest in Element Planning Solutions LLC. The entity was formed solely for our insurance licensed advisors to receive payment through this entity. Gary N Russell is a Member of Caysam LLC. Caysam LLC is a personal LLC, formed solely to hold Mr. Russell’s membership interest in other entities, such as Helium Financial Group, which in turn holds membership interests in Helium Advisors LLC, Helium Tax LLC, and The Expert Group. Caysam LLC is not operational and does not have customers. Neither Helium Advisors nor Gary N. Russell have signatory authority over any client accounts. • Selection of Other Advisers, Sub-advisors or Managers and How This Adviser is Compensated for Those Selections We may recommend that you use the services of a Sub-advisor to manage all, or a portion of, your investment portfolio. Helium Advisors, LLC, has engaged Brooklyn Investment Group, LLC, as a Sub-advisor (“Sub-advisor”). After gathering information about your financial situation and objectives, we may recommend that you engage the Sub-advisor or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the Sub-advisor 's performance, methods of analysis, fees, financial needs, investment goals, risk tolerance, and investment objectives. We will monitor the Sub-advisor’s performance to ensure its management and investment style remain aligned with your investment goals and objectives. The Sub-advisor will actively manage your portfolio and will assume discretionary investment authority over your account. Helium Advisors Form ADV 2A 03/2026  Appointment of Sub-advisor. Prior to engaging the Sub-advisor to serve in such capacity for a Client Account, Advisor shall enter into an investment management agreement (the “Client Agreement”) with such Client, whereby Client will provide Advisor authority sufficient to permit Advisor to engage Sub-advisor to provide its services to the Client’s Account(s), as outlined in the Investment Management Agreement. Advisor granted Sub-advisor permission to share Advisor and Client information with Nuveen and Nuveen to share Advisor and Client information with Sub-advisor. Advisor also grants Sub-advisor permission to seek the advice and counsel of Nuveen in connection with investment decisions and personnel related items. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading • Code of Ethics Helium Advisors has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. Helium Advisors’ Code of Ethics is available free upon request to any client or prospective client. • Recommendations Involving Material Financial Interests Neither Helium Advisors nor its representatives recommend that clients buy or sell any security in which a related person to Helium Advisors or Helium Advisors has a material financial interest. • Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of Helium Advisors may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of Helium Advisors to buy or sell securities before or after recommending securities to clients, resulting in representatives unwillingly and unknowingly profiting off the recommendations they provide to clients. Such transactions may create a potential conflict of interest; however, Helium Advisors will not knowingly engage in trading that operates to the client’s disadvantage if representatives of Helium Advisors buy or sell securities at or around the same time as clients. Helium Advisors will document transactions that could be construed as conflicts of interest and will not knowingly engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. Helium Advisors Form ADV 2A 03/2026  Item 12: Brokerage Practices • Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on Helium Advisors’ duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and Helium Advisors may also consider the market expertise and research access provided by the broker-dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in Helium Advisors’ research efforts. Helium Advisors utilizes and recommends the following custodians – Fidelity Brokerage Services LLC Charles Schwab & Co, MTG, LLC dba Betterment Securities Inspira Financial • Research and Other Soft Dollar Benefits While Helium Advisors has no formal soft dollar program in which soft dollars are used to pay for third party services, Helium Advisors may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). Helium Advisors may enter into soft-dollar arrangements consistent with (and not outside of) the safe-harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and Helium Advisors does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. Helium Advisors benefits by not having to produce or pay for the research, products or services, and Helium Advisors will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that Helium Advisors’ acceptance of soft dollar benefits may result in higher commissions charged to the client. • Brokerage for Client Referrals Helium Advisors receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. • Clients Directing Which Broker/Dealer/Custodian to Use Helium Advisors may require clients to use a specific broker-dealer to execute transactions. By directing brokerage, Helium Advisors may be unable to achieve most favorable execution of client transactions which could cost clients money in trade execution. Not all advisers require clients to use a particular broker-dealer. Helium Advisors Form ADV 2A 03/2026  • Aggregating (Block) Trading for Multiple Client Accounts Helium Advisors may aggregate transactions if we believe that aggregation is consistent with the duty to seek best execution for our clients and is consistent with the disclosures made to clients and terms defined in the client Investment Management Agreement. We may make trades in individual accounts (that are not aggregated with others) so that we may address that client’s unique circumstances. Item 13: Review of Accounts • Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for Helium Advisors’ advisory services provided on an ongoing basis are reviewed at least quarterly by Howard Morin, CCO, and/or Rustin JJ Feldman, Co- Head of Wealth Management with regard to clients’ respective investment policies and risk tolerance levels. All accounts at Helium Advisors are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Howard Morin, CCO, and/or Gary N Russell, President. There is only one level of review for financial planning, and that is the total review conducted to create the financial plan. • Factors That Will Trigger a Non-Periodic Review of Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to one-off financial plans, Helium Advisors’ services will generally conclude upon delivery of the financial plan. In some cases, financial plans may be part of a larger engagement or portfolio management services, and therefore, the financial plans will be reviewed at least quarterly. • Content and Frequency of Regular Reports Provided to Clients Portfolio management clients will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Helium Advisors will also provide at least quarterly a separate written statement to the client. For retirement plan / pension consulting clients, Helium Advisors shall appraise and review the plan’s investment offerings at least annually. The Fund will also receive at least quarterly a written report from the custodian plus Helium Advisors will also provide at least quarterly a separate written statement. Each financial planning client will receive the financial plan upon completion. Helium Advisors Form ADV 2A 03/2026  Item 14: Client Referrals and Other Compensation • Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Helium Advisors receives a non-economic benefit from Betterment for Advisors and Betterment Securities in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Betterment Securities. These products and services, how they benefit Helium Advisors, and the related conflicts of interest are described above (see Item 12—Brokerage Practices). The availability to Helium Advisors of Betterment for Advisors’ and Betterment Securities’ products and services is not based on Helium Advisors giving particular investment advice, such as buying particular securities for Helium Advisors’ clients. • Compensation to Non – Advisory Personnel for Client Referrals Helium Financial Group entered into an agreement with Brightline Consulting Group LLC. (Brightline is a wholly owned affiliate of Helium Financial Group and is under common ownership of Helium Advisors LLC.) Brightline or its partners may refer business to entities like Helium Advisors LLC and may receive compensation. Any such referral arrangements will comply with the relevant “testimonials and endorsements” portions of the "advertising rule" (Advisers Act Rule 206(4)-1). In particular, compensated third party referral arrangements will be subject to a written agreement and all required disclosures will be made. Item 15: Custody • Managed Accounts When advisory fees are deducted directly from client accounts at client's custodian, the statement provided by the custodian will include all disbursements from the custodian account, including the amount of the advisory fees. Helium Advisors will be deemed to have limited custody of client's assets. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Clients are urged to compare the account statements they received from custodian with those they received from Helium Advisors. Clients will receive account statements from their custodian at least quarterly. Helium Advisors does not have custody of the fund or securities of its managed account clients. • Private Funds Helium Advisors does not have custody of the Fund’s assets, except to the extent it could be deemed to have custody because of its authority to deduct its fees from the Fund’s assets. Funds and securities of the Fund are held by a qualified custodian. The Funds’ financial Helium Advisors Form ADV 2A 03/2026  statements are subject to an annual audit by an independent public accountant that is registered with the Public Company Accounting Oversight Board, and the audited financial statements are distributed to each investor in the Funds. All of the reports prepared by the independent public accountant contain unqualified opinions. To comply with Rule 206(4)-2 under the Advisers Act, the audited financial statements are prepared in accordance with generally accepted accounting principles and distributed within 120 days of the Funds’ fiscal year end. Item 16: Investment Discretion Helium Advisors provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, Helium Advisors generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, Helium Advisors’ discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to Helium Advisors. Helium Advisors will also have discretionary authority to determine the broker dealer to be used for a purchase or sale of securities for a client's account. Clients with discretionary accounts will execute a limited power of attorney to evidence discretionary authority. Where Helium Advisors does not have discretionary authority to place trade orders, Helium Advisors will secure client permission prior to effecting securities transactions for the client’s account. Item 17: Voting Client Securities (Proxy Voting) Helium Advisors does not accept authority to vote proxies on behalf of clients with respect to securities held in managed accounts. Clients retain the responsibility for receiving and voting proxies and other corporate action materials related to their investments. The Adviser may, upon request, provide clients with information or analysis to assist in evaluating proxy matters; however, the Adviser is under no obligation to do so. Clients should direct any proxy materials or related inquiries to their custodian or the issuer’s designated agent. Helium Advisors has adopted Proxy Voting Policies and Procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interest of the Helium Opp Fund I and in accordance with its fiduciary duties and Rule 206(4)-6 under the Advisers Act. Helium Advisors policies and procedures contain procedures designed to address potential conflicts of interest that may arise between Helium Advisors and the Helium Opp Fund I which may include, but not limited to, information barriers and/or engaging a third party to independently advise how a particular proxy should be voted. Helium Advisors has sole and exclusive authority and responsibility to vote all proxies on behalf of the Helium Opp Fund I. As such, neither the Helium Opp Fund I nor their investors may direct how Helium Advisors should vote on a particular proxy. Helium Advisors Form ADV 2A 03/2026  Item 18: Financial Information • Balance Sheet Helium Advisors neither requires nor solicits prepayment of more than $1200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. • Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither Helium Advisors nor its management has any financial condition that is likely to reasonably impair Helium Advisors’ ability to meet contractual commitments to clients. • Bankruptcy Petitions in Previous Ten Years Helium Advisors has not been the subject of a bankruptcy petition in the last ten years. Helium Advisors Form ADV 2A 03/2026