Winter & Associates, Inc.

Item 1: Cover Page Winter & Associates, Inc. Form ADV Part 2A Investment Adviser Brochure 964 Grand Avenue St. Paul, MN 55105 (651) 414-5000 www.winterassoc.com June 2026 This Brochure provides information about the qualifications and business practices of Winter & Associates, Inc. (“we”, “us”, “our”). If you have any questions about the contents of this Brochure, please contact Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com Additional information about our Firm is also available on the SEC’s website at www.adviserinfo.sec.gov. 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. We are a registered investment adviser. Please note that use of the term “registered investment adviser” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Summary of Material Changes In this Item of Winter & Associates, Inc.’s (the "Firm,” “we,” “us,” “ours”) Form ADV 2, the Firm is required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the last Annual Amendment on March 18, 2025, we have the following material change to report: • This Form has been updated to disclose that we do not sponsor, manage, or participate in a Wrap Fee Program. Please see Item 4: Advisory Business for more information. Annual Update You will receive a summary of any material changes to our Form ADV brochure within 120 days of our fiscal year end. We may also provide updated disclosure information about material changes on a more frequent basis. Any summaries of changes will include the date of the last annual update of the ADV. The Supplement to our Form ADV Brochure (Form ADV Part 2B) provides you with information regarding our employees that provide investment advice. Full Brochure Available Our Form ADV may be requested at any time, without charge by contacting Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com. Additional information about the Firm is also available via the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any employees affiliated with the Firm who are registered as investment advisor representatives. 2  Item 3: Table of Contents Item 1: Cover Page ....................................................................................................... 1 Item 2: Summary of Material Changes ....................................................................... 2 Item 4: Advisory Business .............................................................................................. 4 Item 5: Fees and Compensation ................................................................................. 9 Item 6: Performance-Based Fees and Side-by-Side Management ....................... 14 Item 7: Types of Clients ............................................................................................... 15 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss .................... 16 Item 9: Disciplinary Information ................................................................................. 19 Item 10: Other Financial Industry Activities and Affiliations .................................... 20 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ......................................................................................................................... 21 Item 12: Brokerage Practices ..................................................................................... 23 Item 13: Review of Accounts ..................................................................................... 25 Item 14: Client Referrals and Other Compensation ................................................ 26 Item 15: Custody ......................................................................................................... 27 Item 16: Investment Discretion ................................................................................... 28 Item 17: Voting Client Securities ................................................................................ 29 Item 18: Financial Information ................................................................................... 30 Form ADV Part 2B – Investment Advisor Brochure Supplement ............................. 31 3  Item 4: Advisory Business Firm Information Winter & Associates, Inc. (the “Firm,” “we,” “us,” or “our,”) is an investment adviser registered with U.S. Securities and Exchange Commission. Our Firm is owned by Nicole Winter Tietel. We provide asset management services, financial planning and consulting, selection of other investment advisers, and retirement plan consulting. We are dedicated to providing individuals, including high net worth individuals, families, trusts and estates and business enterprises with a wide array of investment advisory services. We act as a fiduciary who takes into consideration the best interests of clients. When dealing with our clients, we act with competence, dignity, integrity and in an ethical manner. We use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. As a fiduciary, we have an obligation to deal fairly with our clients, including the following responsibilities: ● To render impartial advice; ● To make appropriate recommendations based on a client’s needs, financial circumstances and investment objectives; ● To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; ● To have reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; ● To disclose any material conflict of interest in writing; and ● To treat clients fairly and equitably. Investment Advisory Services We provide investment advisory services, including asset management, financial planning and consulting and retirement plan consulting. Our services may be provided on a discretionary basis, meaning that we have the discretion to buy and sell individual stocks, bonds, and other investments. Each of our investment advisory services is briefly described below. Asset Management As part of our asset management service, we create individual investment portfolios, which may consist of individual stocks or bonds, exchange traded funds (“ETFs”), mutual funds and other public and private securities 4  or investments. Each client’s portfolio is tailored to an individual investment strategy and to specific goals and objectives and may include some or all of the previously mentioned securities. Once the appropriate portfolio has been determined, we review the portfolio at least annually and, as necessary, we rebalance the portfolio based upon the client’s needs and stated goals and objectives. Financial Planning and Consulting We provide a variety of financial planning and consulting services to individuals, families and other clients based upon an analysis of the client’s current situation, goals, and objectives. Generally, our financial planning services involve the preparation of a financial plan or a less formal financial consultation. Our plan or consultation may encompass one or more of the following: investment planning; retirement planning; estate planning; charitable planning; education planning; corporate and personal tax planning; corporate structure; real estate analysis; mortgage/debt analysis; insurance analysis; lines of credit evaluation; and business and personal financial planning. Our written financial plans or consultations usually include general recommendations for a course of activity and may include specific actions to be taken by the clients. For example, we may advise clients to begin or revise investment programs, create or revise wills or trusts, obtain or revise insurance coverage, commence or alter retirement savings rates, or establish education or charitable giving programs. ● For financial planning engagements, we provide our clients with a written summary of their financial situation, including our observations and recommendations. We may also refer clients to an accountant, attorney or other specialist, as necessary, for non- advisory related services. ● For consulting engagements, which are less formal that our planning services, we may provide our clients with a written summary of our observations and recommendations, including financial advice about assets or accounts that are not in our custody (or in the custody of a custodian we have selected). For financial consulting engagements, we have no obligation to instruct any broker or custodian to take any action in furtherance of any advice we provide. Retirement Plan Consulting We offer various levels of advisory and consulting services to employee benefit plans and to the participants of such plans (“Participants”). These services are designed to assist plan sponsors (“Plan Sponsors”) in meeting their management and fiduciary obligations to the Participants under the 5  Employee Retirement Income Securities Act (“ERISA”) and the Pension Protection Act of 2006 (“PPA”). We will provide services to Plan Sponsors and their Participants as described below. Generally, investment advice provided to Plan Sponsors and Participants is regulated under ERISA and the PPA. Plan Sponsors must make the ultimate decision to retain us for advisory services including, but not limited to, services at the Plan and participant level. The Plan Sponsor is free to seek independent advice about the appropriateness of any recommended services for the plan. In this role, we will develop an Investment Policy Statement for each plan, which may include some or all of the following areas: overview, investor circumstances, reviews, diversification and investment constraints, selection/retention criteria for investments, investment monitoring and control procedures, duties, and responsibilities. Services include: Management of vendor relationships; Request for Proposals (“RFPs”); Assistance on plan design strategies; Fiduciary consulting and oversight; Investment Management; and Employee Education and Communication Services. Advisory services provided to retirement plans may be solely provided by IARs, or in combination with third parties and their retirement plan services. Individual Advice; Restrictions on Investing All of our advice is based on an assessment of each client’s individual needs, which we identify at the onset of each relationship using, as appropriate, client questionnaires and profiles, a review of existing investments and financial status, and other means. We periodically review each client’s individual investments and investment profile. When a client’s investment profile or needs change and we have notice or receive additional information, we modify our advice as appropriate. If we manage a client’s portfolio, we permit a client to impose restrictions on the types of investments that are acquired or held. These restrictions must be reasonable and practicable and permit us to manage the account without undue difficulty. If we do not directly manage a client’s portfolio, such as when a third-party manager is designated, individually imposed restrictions on investments are generally not permitted. Wrap Fee Programs A “wrap-fee” program is one that provides the client with advisory and brokerage execution services for an all-inclusive fee. The client is not charged separate fees for the respective components of the total service. We do not sponsor, manage, or participate in a Wrap Fee Program. 6  Other Investment Advisors We also offer advisory management services to our clients through our selection and monitoring of unaffiliated Sub-Advisors (“Independent Managers”) that provide turnkey asset management services. Factors considered in making this determination include account size, risk tolerance, the opinion of each client and the investment philosophy of the selected Independent Manager. Clients should refer to the selected Independent Manager’s Firm Brochure, Form ADV Parts 2A, 2B, or other disclosure document for a full description of the services offered. We are available to meet with clients on a regular basis, or as determined by the client, to review the account. We do not receive any compensation for the selection of other managers. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client: • To render impartial advice; • To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives; • To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; • To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; • Disclose any material conflict of interest in writing; and • Treat clients fairly and equitably. Regulations prohibit us from: • Employing any device, scheme, or artifice to defraud a client; • Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client; 7  • Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or • Engaging in any manipulative act or practice with a client. We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Assets Under Management As of January 9, 2026, we managed $179,734,556 in client assets; $166,810,659 managed on a discretionary basis, and $12,923,897 on a non-discretionary basis. 8  Item 5: Fees and Compensation This item describes the fees we charge for our services and how our fees are calculated and paid. Investment Advisory Services Asset Management Fees For asset management services we provide, fees are charged on a quarterly basis in advance or arrears, based on assets under management. The fee rate is based upon complexity of client financial needs and objectives. Fees for accounts that are maintained for less than a full billing period will be prorated. Fees that are collected in advance will be prorated and returned, without interest, if an account is terminated before the billing period ends. Assets Under Management Annual Fee (percentage of assets) 1.00% 0.63% 0.52% 0.41% 0.26% First $500,000 Next $1.5 million ($500,001 to $2.0 million) Next $1.0 million ($2,000,001 to $3.0 million) Next $1.0 million ($3,000,001 to $4.0 million) Next $1.0 million ($4,000,001 to $5.0 million) Over $5 million 0.11% Winter & Associates has contracted with Focus Partners Advisor Solutions for services including trade processing, compliance, portfolio analytics software, collection of management fees, record maintenance, report preparation, and market research. As such, for Focus Partners clients, an additional fee of 0.15% is added to the advisory fee to encompass this platform fee and services. Financial Planning and Consulting Fees For financial planning and consulting services, we typically charge a flat project fee ranging from $3,500 to $6,500 depending upon complexity of the engagement. For less complex, specialized engagements, we may 9  determine that an hourly fee is more appropriate, which ranges from $350-$400/hr. Fees are billed at the completion of our plan delivery. Services may be provided both on an ongoing or a one-time basis dependent upon the client’s goals, needs and objectives. Retirement Plan Consulting For retirement plan consulting, we charge a fee based on the assets in the plan. Fees are paid either by the Plan sponsor or the Plan participants. The type and amount of the fees charged to the client are negotiable and are generally based on the size and complexity of the plan, the number of plan participants, the location of the participants, the estimated number of meetings required, and other factors that may be deemed relevant by us when negotiating with the client. Cash Balances Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets in cash and cash alternatives, i.e., money market fund shares, may be based on your desire to have an allocation to cash as an asset class, to support a phased market entrance strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to pay fees or to provide for asset protection during periods of volatile market conditions. Your cash and cash equivalents will be subject to our investment advisory fees unless otherwise agreed upon. You may experience negative performance on the cash portion of your portfolio if the investment advisory fees charged are higher than the returns you receive from your cash. Retirement Plan Rollover Recommendations As part of our investment advisory services to our clients, we may recommend that clients roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge the client an asset-based fee as set forth in the advisory agreement the client executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to the client (i.e., receipt of additional fee-based compensation). Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if clients do complete the rollover, clients are under no obligation to 10  have the assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we make rollover recommendations, we operate under a special rule that requires us to act in our clients’ best interests and not put our interests ahead of our clients’. Under this special rule’s provisions, we must: • meet a professional standard of care when making investment recommendations (give prudent advice); • never put our financial interests ahead of our clients’ when making recommendations (give loyal advice); • avoid misleading statements about conflicts of interest, fees, and • investments; follow policies and procedures designed to ensure that we give advice that is in our clients’ best interests; • charge no more than a reasonable fee for our services; and • give clients basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in the employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide clients with an explanation of the advantages and disadvantages of both account types and document the basis for our belief that the rollover transaction we recommend is in your best interests. General Information on Compensation In certain circumstances, fees and account minimums may be negotiable. Our fees may be negotiable based on various criteria, including, but not limited to the size of the aggregate related party portfolio size and pre-existing relationships with clients. Compensation will ultimately be based on the time involved, the degree of responsibility assumed, complexity of the engagement, special skills needed to solve problems, the application of experience and knowledge of the client’s situation. 11  Related accounts may be linked for purposes of fee calculation if all parties agree; meaning certain accounts, approved by us, may be grouped for fee calculations. In addition to our investment advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a broker- dealer with which an independent investment manager effects transaction for the client’s account(s). The advisory fees we charge are separate and distinct from advisory fees and expenses charged by mutual funds in which client assets are invested. A complete description of these fees and expenses are disclosed in each mutual fund prospectus. We do not earn, charge, or collect any commissions relative to any transactions implemented or retain any 12-b1 fees. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by us which are designed, among other things, to assist the client in determining which mutual funds are most appropriate to each client’s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and the fees charged by us to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Clients should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees. Fees and Expenses (Mutual Funds Share Class) Funds generally offer multiple share classes available for investment based upon certain eligibility and/or purchase requirements. For instance, in addition to retail share classes (typically referred to as class A, class B and class C shares), funds may also offer institutional share classes or other share classes that are specifically designed for purchase by investors who meet certain specified eligibility criteria, including, for example, whether an account meets certain minimum dollar amount thresholds or is enrolled in an eligible fee-based investment advisory program. Institutional share classes usually have a lower expense ratio than other share classes. The appropriateness of a particular fund share class selection is dependent upon a range of different considerations, including but not limited to: the asset- based advisory fee that is charged, whether transaction charges are applied to the purchase or sale of funds, operational considerations associated with 12  accessing or offering particular share classes (including the presence of selling agreements with the fund sponsors and the Firm’s ability to access particular share classes through the custodian), share class eligibility requirements; and the availability of revenue sharing, distribution fees, shareholder servicing fees or other compensation associated with offering a particular class of shares. Compensation Insurance Persons providing investment advice on behalf of our Firm are licensed as independent insurance agents. You may work with your Investment Advisor Representative in their separate capacity as an insurance agent. When acting in their separate capacity as an insurance agent, the Investment Advisor Representative may sell, for commissions, life insurance, annuities, and other insurance products to you. As such, your Investment Advisor Representative, in their separate capacity as an insurance agent, may suggest that you implement recommendations by purchasing life insurance, annuities, or our other insurance products. This receipt of commissions creates an incentive for the representative to recommend those products for which your Investment Advisor Representative will receive a commission in their separate capacity as an insurance agent. Consequently, the advice rendered to you could be biased. You are under no obligation to implement any insurance or annuity transaction through your Investment Advisor Representative. 13  Item 6: Performance-Based Fees and Side-by-Side Management “Performance-based fees” are fees based on the capital gains or capital appreciation in an account. We do not charge performance-based fees. “Side- by-side management” refers to the practice of managing both accounts that are charged a performance-based fee and accounts that are charged other types of fees, such as asset-based fees and hourly fees. Because we do not charge performance-based fees, we do not engage in side-by-side management. 14  Item 7: Types of Clients We generally provide investment advice to the following types of clients: ● Individuals, including high net worth individuals, families, trusts and estates; and ● Small businesses and corporations We have a household minimum of $500,000 of investable assets for engaging us in an asset management relationship. Exceptions are at our discretion. 15  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Method of Analysis We use fundamental analysis to develop client portfolios. Fundamental analysis measures the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the security is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements, which may present a potential risk since the price of a security may move up or down with the overall market regardless of the economic and financial factors considered in evaluating the stock. Investment Strategies The primary investment strategy recommended for client accounts is strategic asset allocation. We primarily recommend no-load mutual and exchange- traded funds. These funds may be passively or actively managed. Client’s existing stock and bond holdings may be used in the strategy. Diversification in both domestic and global markets is the key strategy employed to manage portfolio volatility. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Other strategies may include long-term purchases, short-term purchases, trading, short sales, margin transactions, and option writing (including covered options, uncovered options or spreading strategies). Investments may include equities (stocks), warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, investment company securities (mutual funds shares), U.S. government securities, options contracts, futures contracts, and interests in partnerships. Initial public offerings (IPOs) are not available through us. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments involve the risk of loss, including (among other things) loss of principal, a reduction in earnings (including interest, dividends and other distributions), and the loss of future earnings. Although we manage the assets in a manner consistent with risk tolerances, there can be no guarantee that our 16  efforts will be successful. The investor should be prepared to bear the following investment risks of loss: ● Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. ● ● Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar next year will not buy as much as a dollar today, because purchasing power is eroding at the rate of inflation. ● Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. ● Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. ● Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. ● Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties (i.e., non-traded REITs and other alternative investments) are not. ● Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. ● Cybersecurity Risk: A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. 17  ● Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. ● Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. 18  Item 9: Disciplinary Information We are required to disclose legal or disciplinary events that would be material to a client’s evaluation of our ability to provide investment advisory services. Neither the Firm nor any of our employees have been involved in any legal or disciplinary events related to past or present matters. 19  Item 10: Other Financial Industry Activities and Affiliations Financial Industry Activities We are not registered as a broker-dealer, and none of our management persons are registered representatives of a broker-dealer. We are not registered as a securities broker-dealer, futures commission merchant, commodity pool operator or commodity trading adviser. Insurance Company or Agency Certain of our Investment Advisor Representatives are, in their separate individual capacities, licensed insurance agents. As discussed above, clients can choose to engage these representatives, in their individual capacities, to affect the purchase of insurance products on a commission basis. 20  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics We have a duty to exercise our authority and responsibility for the benefit of our clients, to place the interests of our clients first, and to refrain from having outside interests that conflict with the interests of our clients. We and our employees avoid any circumstances that might adversely affect, or appear to affect, our duty of loyalty. We have adopted a Code of Ethics (the Code); the Code’s key provisions include: ● Statement of general principles; ● Policy on and reporting of personal securities transactions; ● A prohibition on insider trading; ● Restrictions on the acceptance of significant gifts; ● Procedures to detect and deter misconduct and violations; and ● Requirement to maintain confidentiality of client information. Our employees must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions – Personal Securities Transactions Our employees may buy or sell securities identical to those recommended to clients for their personal accounts. The Code described above, is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities, primarily mutual funds, have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of our clients. In addition, the Code requires pre- clearance of many transactions. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics and designed to reasonably prevent conflicts of interest between the Firm, our employees and our clients. Participation or Interest in Client Transactions and Principal/Agency Cross Trades We do not recommend any securities to our clients in which we have a material financial interest. We do not affect any principal or agency cross securities 21  transactions for client accounts. We also do not cross trades between client accounts. Personal Trading Practices/Aggregation Our employees may invest in the same securities at the same time as the securities we recommend to our clients. At no time will employees receive preferential treatment over clients. Since most employee trades are small mutual fund trades or exchange-traded fund trades, the trades do not affect the securities markets. 22  Item 12: Brokerage Practices Research and Other Soft Dollar Benefits We do not receive soft dollars, products or services acquired with client brokerage commissions. Brokerage for Client Referrals We do not receive client referrals from broker-dealers. Selecting Brokerage Firms We will recommend brokers when appropriate for the needs of the client. All specific custodian recommendations are made to the client based on their need for such services. We recommend brokers based on the proven integrity and financial responsibility of the firm and the best execution of orders at reasonable commission rates. We do not receive fees or commissions from any of these arrangements. Directed Brokerage While not routine, the client may direct us to use a particular broker-dealer to execute some or all transactions for the client. This brokerage direction must be requested by the client in writing. In that case, the client will negotiate terms and arrangements for the account with that broker-dealer, and we will not seek better execution services or prices from other broker-dealers or be able to “batch” client transactions for execution through other broker-dealers with orders for other accounts managed by us. By directing brokerage, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Not all advisers require or allow their clients to direct brokerage. Subject to its duty of best execution, we may decline a client’s request to direct brokerage if, in our sole discretion, such directed brokerage arrangements would result in additional operational difficulties. If the client requests us to arrange for the execution of securities brokerage transactions for the client’s account, we shall direct such transactions through broker-dealers that we reasonably believe will provide best execution. We shall periodically and systematically review its policies and procedures regarding recommending broker-dealers to its client in light of its duty to obtain best execution. Brokerage – Other Economic Benefits We may have the opportunity to receive traditional “non-cash benefits” from brokers or custodians, such as customized statements; receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk 23  servicing advisors exclusively; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client portfolios; ability to have investment advisory fees deducted directly from client portfolios; access to an electronic communication network for client order entry and portfolio information; access to mutual funds which generally require significantly high minimum initial investments or those that are otherwise only generally available to institutional investors; reporting features; receipt of industry communications; and perhaps discounts on business-related products. We may also receive general access to research and perhaps discounts on research products. Any research received is used for the benefit of all clients. As noted above, we have no written or verbal arrangements whereby we receive soft dollars. While we endeavor at all times to put the interest of the clients first as part of our fiduciary duty, clients should be aware that the receipt of any additional compensation itself creates a conflict of interest and may affect the judgment of these individuals when making recommendations. Trade Aggregation We do not aggregate client orders. 24  Item 13: Review of Accounts Reviews We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted on at least an annual basis. Reviews could also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews entail analyzing securities, sensitivity to overall markets, economic changes, investment results, asset allocation, etc., to ensure the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our Investment Advisor Representatives. Clients are encouraged to discuss their needs, goals, and objectives with us and to inform us of any changes. Reporting At least quarterly, the custodian provides clients with an account statement for each client account, which may include individual holdings, cost basis information, deposits and withdrawals, accrued income, dividends, and performance. We may also provide clients with periodic reports regarding their holdings, allocations, and performance. Financial Planning – Reviews and Reporting Financial planning clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us or they have contracted with us for periodic review. We may also meet as requested to update financial plans and discuss changes in circumstances and similar factors. 25  Item 14: Client Referrals and Other Compensation Other Compensation for Advisory Services We do not receive any formal economic benefits (other than normal compensation and as described in Item 12) from any firm or individual for providing investment advice. Compensation – Client Referrals We have been fortunate to receive many client referrals over the years. The referrals came from current clients, estate planning attorneys, accountants, employees, personal friends of employees, and other similar sources. We do not compensate referring parties for these referrals. 26  Item 15: Custody Custody - Fee Debiting The client agreement authorizes us to deduct advisory fees directly from the client’s account at the custodian. We send the amount of the quarterly fee to the custodian. With the exception of the ability to debit client accounts for advisory fees, we do not and will not have custody of clients’ funds or securities. Client assets shall be held in the custody of a bank, trust company or brokerage firm agreed upon by the client and us. The custodian is advised in writing of the limitation of our access to the account. The custodian sends a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of advisory fees paid directly to us. Custody - Account Statements As described above and in Item 13, clients receive at least quarterly statements from the qualified custodian that holds and maintains client’s investment assets. Clients are urged to carefully review such statements and compare such official custodial records to the reports that we provide. Our reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. 27  Item 16: Investment Discretion For advisory accounts, we accept discretionary authority to manage securities accounts on behalf of clients. This permits us to exercise full discretion as to the nature, type, and amount of securities to be purchased without preapproval by the client. In some instances, a client may request us to speak directly to one of their financial service providers or would like to give us “view only” ability on an account. A limited power of attorney is an authorization for this purpose. A client signs a limited power of attorney so that we may speak with a provider or view account information. No authority is given to make changes. Our exercise of discretion may be limited by any investment guidelines and objections that are furnished by a client or that we develop with the client and by any restrictions on investment that we have accepted and agreed to administer. If we have not been given discretionary authority, we will consult with the client prior to each trade. 28  Item 17: Voting Client Securities Proxy Voting We do not have any authority to and do not vote proxies on behalf of clients, nor do we make any express or implied recommendation with respect to voting proxies. Clients retain the sole responsibility for receiving and voting proxies that they receive directly from either their custodian or transfer agents. Clients may contact us for information about proxy voting. 29  Item 18: Financial Information We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and have not been the subject of a bankruptcy proceeding. We do not require prepayment of fees of both more than $1,200 per client and more than six months in advance; and therefore, we are not required to provide a balance sheet to clients. 30  Form ADV Part 2B – Investment Advisor Brochure Supplement Winter & Associates, Inc. Form ADV Part 2B Investment Advisor Brochure Supplement 964 Grand Avenue St. Paul, MN 55105 (651) 414-5000 www.winterassoc.com Nicole Winter Tietel June 2026 This Brochure Supplement provides information about the Firm’s (“we”, “us”, “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Nicole Winter Tietel, President, Chief Compliance Officer, and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee. 31  Item 2: Education Background & Business Experience We require that employees who provide investment advice have a bachelor's degree and further coursework demonstrating knowledge of financial planning and tax planning. Examples of acceptable coursework include: an MBA, a CFP®, a CFA®, a ChFC®, JD, CTFA, EA or CPA/PFS. Additionally, advisors must have work experience that demonstrates their aptitude for financial planning and investment management. Born 1967 Nicole Winter Tietel CRD#: 2640324 2020 to Present Business Background: Winter & Associates, Inc. President, Chief Compliance Officer, and Integrative Wealth Advisor 1995 to 2020 Winter & Associates, Inc. Financial Advisor Formal Education after High School: Babson College Bachelor of Science in Marketing and Communications Professional Designations: Life Underwriter Training Council Fellow (LUTCF®) Professional Certifications Nicole Winter Tietel maintains a professional designation, which requires the following minimum requirements: Life Underwriter Training Council Fellow (LUTCF®) Issued By Prerequisites Education Requirements Exam Type College for Financial Planning and the National Association of Insurance and Financial Advisors (NAIFA) Candidate must be a member in good standing with NAIFA Three online, self-study LUTCF courses and corresponding exams to be completed within 180 days of receiving program access for each course; documentation may be submitted to receive credit for prior learning for eligible courses Online, closed-book final exam for each course 32  Three hours of ethics-related continuing education every two years Continuing Education Requirements Item 3: Disciplinary Information Nicole Winter Tietel has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Nicole Winter Tietel in her individual capacity, is a licensed insurance agent, and in limited circumstance will recommend the purchase of certain insurance- related products on a commission basis. Clients can engage Nicole Winter Tietel to purchase insurance products on a commission basis. Nicole Winter Tietel serves as a member of the St. Croix Valley Foundation - Finance and Investment Committee. In this role, she reviews the organization’s third-party manager, who manages the endowments and budgeting for the organization. The Foundation is not a client of the Firm's. These outside business activities do not create a material conflict of interest with clients. Item 5: Additional Compensation Nicole Winter Tietel does not receive any economic benefit outside of regular salaries or bonuses. Item 6: Supervision Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor, supervises the persons named in this Form ADV Part 2B Investment Advisor Brochure Supplement. Nicole Winter Tietel supervises these persons by holding regular staff, investment, and other ad hoc meetings. In addition, Nicole Winter Tietel regularly reviews client reports, emails, and trading, as well as employees’ personal securities transactions and holdings reports. Nicole Winter Tietel may be reached at (651) 414-5000. 33  Form ADV Part 2B – Investment Advisor Brochure Supplement Winter & Associates, Inc. Form ADV Part 2B Investment Advisor Brochure Supplement 964 Grand Avenue St. Paul, MN 55105 (651) 414-5000 www.winterassoc.com Shelby A. Birkeland June 2026 This Brochure Supplement provides information about the Firm’s (“we”, “us”, “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Nicole Winter Tietel, President, Chief Compliance Officer, and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee. 34  Item 2: Education Background & Business Experience We require that employees that provide investment advice have a bachelor's degree and further coursework demonstrating knowledge of financial planning and tax planning. Examples of acceptable coursework include: an MBA, a CFP®, a CFA®, a ChFC®, JD, CTFA, EA or CPA/PFS. Additionally, advisors must have work experience that demonstrates their aptitude for financial planning and investment management. Born 1999 Shelby A. Birkeland CRD#: 7993865 2024 to Present Business Background: Winter & Associates, Inc. Associate Wealth Advisor 2022 to 2024 Ovative Group Senior Marketing Analyst and Marketing Manager 2021 to 2022 Wayfair Marketing Analyst Formal Education after High School: Boston College Bachelor of Science in Data Analytics and Marketing Item 3: Disciplinary Information Shelby A. Birkeland has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Shelby A. Birkeland does not have any outside business activities. Item 5: Additional Compensation Shelby A. Birkeland does not receive any economic benefit outside of regular salaries or bonuses. Item 6: Supervision 35  Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor, supervises the person named in this Form ADV Part 2B Investment Advisor Brochure Supplement. Nicole Winter Tietel supervises this person by holding regular staff, investment, and other ad hoc meetings. Nicole Winter Tietel regularly reviews client reports, emails, and trading, as well as employees’ personal securities transactions and holdings reports. Nicole Winter Tietel may be reached at (651) 414-5000. 36  Form ADV Part 2B – Investment Advisor Brochure Supplement Winter & Associates, Inc. Form ADV Part 2B Investment Advisor Brochure Supplement 964 Grand Avenue St. Paul, MN 55105 (651) 414-5000 www.winterassoc.com Taylor J. Floren June 2026 This Brochure Supplement provides information about the Firm’s (“we”, “us”, “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Nicole Winter Tietel, President, Chief Compliance Officer, and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee. 37  Item 2: Education Background & Business Experience We require that employees that provide investment advice have a bachelor's degree and further coursework demonstrating knowledge of financial planning and tax planning. Examples of acceptable coursework include: an MBA, a CFP®, a CFA®, a ChFC®, JD, CTFA, EA or CPA/PFS. Additionally, advisors must have work experience that demonstrates their aptitude for financial planning and investment management. Born 1994 Taylor J. Floren CRD#: 7011420 2020 to Present Business Background: Winter & Associates, Inc. Financial Planner and Investment Advisor 2018 to 2020 Van Clemens Registered Representative 2017 to 2017 Medline Industries, Inc. Sales and Business Analyst Formal Education after High School: Augsburg University Bachelor of Arts in Business and Economics Item 3: Disciplinary Information Taylor J. Floren has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Taylor J. Floren does not have any outside business activities. Item 5: Additional Compensation Taylor J. Floren does not receive any economic benefit outside of regular salaries or bonuses. Item 6: Supervision 38  Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor, supervises the person named in this Form ADV Part 2B Investment Advisor Brochure Supplement. Nicole Winter Tietel supervises this person by holding regular staff, investment, and other ad hoc meetings. Nicole Winter Tietel regularly reviews client reports, emails, and trading, as well as employees’ personal securities transactions and holdings reports. Nicole Winter Tietel may be reached at (651) 414-5000. 39  Form ADV Part 2B – Investment Advisor Brochure Supplement Winter & Associates, Inc. Form ADV Part 2B Investment Advisor Brochure Supplement 964 Grand Avenue St. Paul, MN 55105 (651) 414-5000 www.winterassoc.com Stephanie S. Morgart June 2026 This Brochure Supplement provides information about the Firm’s (“we”, “us”, “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Nicole Winter Tietel, President, Chief Compliance Officer, and Integrative Wealth Advisor at (651) 414-5000 or nicole@winterassoc.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee. 40  Item 2: Education Background & Business Experience We require that employees that provide investment advice have a bachelor's degree and further coursework demonstrating knowledge of financial planning and tax planning. Examples of acceptable coursework include: an MBA, a CFP®, a CFA®, a ChFC®, JD, CTFA, EA or CPA/PFS. Additionally, advisors must have work experience that demonstrates their aptitude for financial planning and investment management. Stephanie S. Morgart Born 1981 2015 to Present Business Background: Winter & Associates, Inc. Operations and Client Service Manager Formal Education after High School: University of Northern Iowa Bachelor of Arts in Family Services with a Minor in Art Item 3: Disciplinary Information Stephanie S. Morgart has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Stephanie S. Morgart does not have any outside business activities. Item 5: Additional Compensation Stephanie S. Morgart does not receive any economic benefit outside of regular salaries or bonuses. Item 6: Supervision Nicole Winter Tietel, President, Chief Compliance Officer and Integrative Wealth Advisor, supervises the person named in this Form ADV Part 2B Investment Advisor Brochure Supplement. Nicole Winter Tietel supervises this person by holding regular staff, investment, and other ad hoc meetings. Nicole Winter Tietel regularly reviews client reports, emails, and trading, as well as employees’ personal securities transactions and holdings reports. Nicole Winter Tietel may be reached at (651) 414-5000. 41