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Whetstone Capital Advisors: investment adviser

Whetstone Capital Advisors, LLC, doing business as Whetstone Capital Advisors, is an investment adviser registered with the SEC (file 801-79507, CRD 155414). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$415.1M
Discretionary
100%
Accounts
3
Employees
4
In advisory roles
4
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles3$415.1M100.0%

How it is paid

  • A percentage of assets under your management
  • Fixed fees (other than subscription fees)
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)
  • Other: INVESTMENT IDEA GENERATION FOR THIRD PARTY ADVISOR

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
David Alan AtterburyPersonPresident/CCOE 75% or moreAug 2022Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Wca ADV Part 2AB - 03/27/2025, filed Mar 13, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 16 · 17 · 18

Item 4. Advisory business

Whetstone is a registered investment adviser with the Securities and Exchange Commission (CRD # 155414). WCA is based in and organized as a limited liability company under the laws of the state of Kansas. David Atterbury founded WCA in 2010 and serves as the President and Portfolio Manager of the firm. Mr. Atterbury is the majority owner of WCA and has ultimate responsibility for the firm’s management, operations and investment decisions. Whetstone provides discretionary investment advisory services to private investment vehicles (commonly referred to as “hedge funds” or “private funds”). We currently serve as investment manager to Whetstone Capital, LP (“Capital LP”), Whetstone Capital Trading, LP (“Trading LP”), and Whetstone Digital Economy Fund, LP (“WDEF”).

Read the rest of Item 4 (235 more words)

Capital LP, Trading LP and WDEF are referred to collectively herein as the “Funds” or our “Clients”. WCA provides investment advice to its Clients on a discretionary basis and in accordance with the objectives and investment policies described in each Client’s respective offering and/or governing documents. Clients may impose guidelines or restrictions relating to the investments made in their accounts. However, the individual needs of the investors or limited partners (together “Fund Investors”) of each Client do not provide the basis of investment decisions. Investment advice is provided directly to the Client and not tailored to the individual Fund Investors. The terms of the relationship we have with each Client and the terms each Client has with its Fund Investors are set forth in the governing documents of each Client including, but not limited to, the partnership agreement, investment management agreement and offering documents. Those documents should be read in detail before making any investment decisions. WCA may implement investment strategies that utilize concentration, leverage, options, swaps, other derivatives and other strategies that involve considerable risk. Clients and Fund Investors should be prepared for the potential of significant losses and know that there can be no guarantee that any investment strategy or objective will be achieved. WCA does not participate in wrap fee arrangements. As of December 31, 2025, WCA had regulatory assets under management of $415,086,361, all of which was on a discretionary basis.

Item 5. Fees and compensation

The details of the fees charged to each Client can be found in the Client’s respective offering, investment management and/or governing documents. As a general rule, WCA charges its Clients both management and performance-based fees. Whetstone reserves the right to reduce, waive, calculate differently or otherwise negotiate the fees it charges its Clients or any of its Clients’ Fund Investors.

Any changes in fee calculation would be communicated to Clients at least 30 days in advance. Clients would have the option to accept or reject the changes or terminate their agreement, as outlined in the investment management and other governing documents. Management Fees Management fees are typically equal to 1% of each Fund Investor’s net asset value on an annual basis.

Read the rest of Item 5 (971 more words)

Management fees are typically calculated and paid monthly and may be deducted automatically from a Fund Investor’s capital account or billed to a Client. Management fees are often paid in advance. In the event that a Fund Investor who is billed management fees in advance terminates their relationship with the Firm mid‐billing cycle, WCA will prorate the management fee for the unused portion of the period and promptly refund any unearned fees. More information about management fees is included in each Client’s respective offering, investment management and/or governing documents. Performance-based Compensation Whetstone Allocation, LLC, (“WC Allocation”) is a Kansas limited liability company that is controlled by David Atterbury. WC Allocation typically receives a performance-based allocation from Clients and Fund Investors. This allocation ranges from 10% to 15% of the amount by which a Client or Fund Investor’s capital account exceeded its high-water mark during the applicable time period. These allocations may be calculated and processed on a quarterly or an annual basis and may be automatically deducted from a Fund Investor’s capital account or billed to a Client. More information about performance-based compensation is included in each Client’s respective offering, investment management and/or governing documents. Waivers, Reductions and Other WCA and WC Allocation reserve the right to waive, reduce or otherwise negotiate any or all fees for existing or future clients or Fund Investors in their sole discretion. Fund Investors should consult the offering documents for each Client for more details on the calculation of fees and expenses. Because Clients and Fund Investors have different fee arrangements, WCA may have a conflict of interest whereby WCA would have an incentive to allocate more profitable trades to Clients that have a higher fee structure. WCA is aware of this conflict and seeks to address it by allocating trades in a fair and equitable manor, as described in more detail in Item 12 – Brokerage Practices. Expenses In addition to the fees described above, each Client bears its own expenses as more fully described in each Client’s investment management, offering and/or governing documents. These expenses include but are not limited to:

•

Organization expenses, such as expenses incurred in connection with the initial and continued offering of interests or shares (including, but not limited to, legal and accounting fees, entity formation expenses, printing and mailing costs, travel, government filing fees including “blue sky” filing fees and expenses and out-of-pocket expenses).

•

Investment expenses, such as expenses related to proxies, underwriting and private placements, transaction expenses, brokerage commissions, research and research related travel expenses, interest on debit balances or borrowings, custody fees, technology-related trading costs and any withholding or transfer taxes.

•

Administration expenses, such as accounting, income tax compliance, audit, fund administrator and legal expenses, regulatory and compliance-related expenses, insurance, costs of any litigation or investigation involving the Client’s activities and costs associated with reporting and providing information to existing and prospective shareholders.

•

Other expenses, which include, without limitation, extraordinary expenses arising from Client indemnification obligations, fees and costs, as well as any other expenses not arising in the ordinary course of business.

Common expenses which benefit all Clients may also be incurred. WCA seeks to allocate these expenses to its Clients in a fair and equitable manner. WCA typically allocates these expenses pro rata based on Client net assets under management. WCA may, however, allocate expenses using other methods which, in its sole discretion, it considers fair and equitable. In the event WCA is not permitted, or chooses not, to allocate certain expenses to a certain Client or Clients, WCA may choose to bear this expense on that Client’s behalf or to allocate the expenses to the other Clients. Expense allocations potentially create a conflict of interest, such as an incentive to allocate more expenses to Clients that pay a lower performance-based fee. WCA is aware of this potential conflict and seeks to mitigate it through proper allocation that matches benefit with expense. One of our Clients owns a minority interest in a private company that provides research services. WCA is also a customer of this private company and allocates some or all of the fees it pays the private company to its Clients (both hard dollars and soft dollars). This potentially creates a conflict where the Client who owns a minority interest in the private company may benefit from fees paid by other Client(s). Expense allocations for fees paid to the private company are done in a manner consistent with the firm’s expense allocation policies and the allocation methods used for allocating expenses paid to 3rd party firms who provide similar services, thus, in our view, mitigating risk associated with this conflict. The firm and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Clients that will neither be subject to an offset against any management fees payable to the Clients

nor will otherwise be shared with the Clients and/or Fund Investors. For example, airline travel or hotel stays incurred as Client expenses typically result in cash rebates, “miles,” credit card “points” or credit in loyalty/status programs, and these benefits and/or amounts will, whether or not de minimis or difficult to value, are exclusive to the firm and/or its personnel (and not the Clients and/or Fund Investors) even though the cost of the underlying service is borne by the Clients. WCA reserves the right, in its sole discretion, to absorb any of these expenses incurred on behalf of its Clients. Each Client’s investment management, offering and/or governing documents provide details about the expenses each Client incurs, and which expenses are incurred by WCA. Please consult these documents before making an investment decision. Please refer to Item 12, the Brokerage section of this Brochure for a discussion of the WCA’s brokerage practices and the associated costs.

Item 6. Performance-based fees and side-by-side management

As described above, WCA typically charges its Clients performance-based compensation. This performance-based compensation may create an incentive to allocate more expenses to a Client that pays a lower performance-based compensation. There may also be times when a Client or Clients do not pay performance-based compensation, which could create an incentive to allocate more expenses to these Clients than to the Clients that do pay a performance-based compensation. Whetstone seeks to mitigate these conflicts by allocating expenses in a fair and equitable manner whereby Clients’ expenses are commensurate with the benefit that they receive.

Item 7. Types of clients

As noted above, we provide discretionary investment advisory services to private investment vehicles (commonly referred to as “hedge funds” or “private funds”). These private funds are offered to high net worth, financially sophisticated individuals and institutional investors. Fund Investors must meet certain minimum suitability requirements and have minimum contribution requirements as set forth in each Client’s offering and/or governing documents. WCA may, in its sole discretion, waive or modify any minimum investment requirement. Whetstone may also have the right to waive or modify any provision of the governing or offering documents of the Funds for existing or new Fund Investors. The terms of a Fund Investor’s investment in a Client may be varied through side letters or otherwise.

Item 8. Methods of analysis, investment strategies and risk of loss

Methods of Analysis and Investment Strategies The descriptions below provide a broad overview of Whetstone’s analysis methods and investment strategies. These descriptions are not all encompassing and should not be understood to limit WCA’s investments in any way. Whetstone actively selects securities and utilizes a value-oriented, research-intensive investment process. WCA may also include alternative data, quantitative or factor analysis methods in its investment process. Investments include both long and short positions. For long positions, we typically look for businesses with discernible competitive advantages in industries benefiting from secular growth. Short positions are typically focused on declining or disadvantaged businesses or declining industries.

Read the rest of Item 8 (4,887 more words)

We typically focus our research efforts within specific circles of competence including software, internet technology, payments and media. However, we may select securities from different asset classes, including derivatives, illiquid and/or non-publicly traded assets or debt instruments. WCA may invest in illiquid and restricted, as well as thinly traded, instruments (including privately placed securities). There is often no trading market for these investments, and WCA may only be able to reduce these positions to cash, if at all, at disadvantageous prices. WCA may be required to hold such investments despite adverse price movements. In addition, if WCA makes a short sale of an illiquid holding, it may have difficulty in covering the short sale, resulting in a potentially unlimited loss on that position. For long positions, WCA typically invests in securities that it feels comfortable holding for a long period of time; however, WCA may not hold securities for a long period of time and, as a result of more frequent trading, may incur commission expenses, trading fees, taxes and other costs that reduce the returns of its investments. For short positions, the hold period tends to be shorter, which results in more frequent trading and additional commission expense, taxes and other costs (when compared to a long-term hold period). WCA may utilize swaps, options, other derivatives, currencies, futures and other forward contracts to both enhance returns and reduce risks. Whetstone may use significant leverage and take concentrated positions in individual sectors or securities. Whetstone may invest in illiquid securities, including securities of privately held companies. Investors may experience significant volatility. More information concerning our investment strategies can be found in each Client’s offering, investment management and/or governing documents. Risk of Loss Investing in securities involves a risk of loss and requires the financial ability and willingness to accept the risk. No assurance can be given that WCA's investment objectives will be achieved or that investors will receive a return of all or any portion of their capital. Investors

should bear in mind there is no guarantee that WCA will be able to implement its investment strategy or achieve its investment objectives. The prices of many of the securities and other investment instruments in which WCA trades are highly volatile and market movements are difficult to predict. Investment analyses and decisions may frequently be required to be undertaken on an expedited basis in order to take advantage of investment opportunities or to attempt to mitigate risk. In these cases, the information available at the time of making an investment decision may be limited, incomplete or erroneous, and therefore no assurance can be given that all circumstances that may adversely affect an investment will be known. WCA’s investment strategy involves a substantial degree of risk. Examples of these risks include, but are not limited to: Investment Selection. The success of the Funds’ investment strategy will depend on the management, skill and acumen of WCA. Fund Investors will have no opportunity to select or evaluate in advance any of the Funds’ investments or strategies. Changes in Investment Strategies or Policies. The Fund agreements do not limit the Funds’ investment strategy or policies to what is described in the governing documents. The Firm has wide latitude to invest or trade the Funds’ assets, to pursue any particular strategy or tactic or to change the Funds’ emphasis, objectives, policies and/or strategy, all without obtaining the approval of the Fund Investors. General Investment and Market Risks. There can be no guarantee of the success of the Firm’s investment strategy and the Funds’ activities may be significantly and adversely affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of the Funds’ investments. Unexpected volatility or illiquidity could impair the Funds’ profitability or result in losses. Moreover, many of the Funds’ investments may have limited liquidity. In addition, the Funds may invest in a limited number of securities and instruments, and as a consequence, the aggregate returns realized by the Fund Investors may be substantially adversely affected by the unfavorable performance of a small number of such investments. If the Firm elects to concentrate the Funds’ investments in a particular area or region, the Funds’ portfolio will then become more susceptible to fluctuations in value resulting from adverse economic conditions affecting that particular area or region. Specialized, Speculative Investment Program. The specialized investment program of the Funds involve investing in a wide variety of financial instruments. Many of the Funds’ investments have limited liquidity. The Funds are designed to serve as part of an overall investment program for sophisticated investors willing and able to assume the capital risks inherent investing in an investment vehicle that follows the Funds’ investment strategy.

Highly Volatile Markets. The prices of financial instruments in which the Funds may invest can be highly volatile. Price movements of forward and other derivative contracts in which the Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Funds are also to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouse. Equity Securities. The purchaser of an equity security typically receives an ownership interest in the company as well as certain voting rights. The owner of an equity security may participate in a company’s success through the receipt of dividends, which are distributions of earnings by the company to its owners. Equity security owners may also participate in a company’s success or lack of success through increases or decreases in the value of the company’s shares as traded in the public trading market for such shares. Equity securities generally take the form of common stock or preferred stock. Preferred stockholders typically receive greater dividends but may receive less appreciation than common stockholders and may have lesser or greater voting rights as well. Equity securities may also include convertible securities, warrants or rights. Convertible securities typically are debt securities or preferred stocks which are convertible into common stock after certain time periods or under certain circumstances. Warrants or rights give the holder the right to purchase a common stock at a given time for a specified price. Smaller Company Risk. The Funds may invest in the securities of small or medium-size companies or in the securities of pooled investment vehicles that hold such securities. These securities may be more susceptible to market downturns, and the prices of which may be more volatile than those of larger companies. Smaller companies generally have narrower markets and more limited managerial and financial resources than larger, established companies. Preferred Stock. The Funds may invest in preferred stock which may have characteristics of both debt and equity securities. Dividend payments to preferred stockholders may be suspended or cancelled if the issuer experiences liquidity difficulties and the principal paid for preferred stock is generally subordinate to the debt obligations of the issuer. Consequently, investments in preferred stock carry significant risk of loss of principal. Concentration of Investments. The Fund agreements impose no limits on the concentration of the Funds’ investments in particular countries, regions, securities, industries, or sectors and at times the Funds expect to hold a relatively small number of securities positions, each representing a relatively large portion of the Funds’ capital. Losses incurred in those positions could have a material adverse effect on the Funds’ overall financial condition. The Funds’ investment portfolio (because of size, investment strategy and other considerations) may be confined to the securities of relatively few countries, regions, issuers or industries. Further, the Funds are not required to maintain any minimum level of capital. As a result of losses or withdrawals, the Funds may not have sufficient funds to diversify its investments. When investments are concentrated in several relatively large security positions or industries relative to Funds capital, a loss in any one position or a

downturn in a sector in which the Funds are invested could materially reduce the Funds’ performance. Limited Liquidity of Certain Fund Investments. The Funds will from time to time invest its assets in securities that are illiquid because they are thinly traded, or otherwise. The Fund may not be able to liquidate those investments if the need should arise, and its ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. In addition, the value assigned to such securities for purposes of determining Fund Investors’ partnership percentages and determining net profits and net losses may differ substantially from the value the Funds are ultimately able to realize. Hedging Transactions. The Firm will not attempt to hedge against all risks. Furthermore, if the Firm does not anticipate the occurrence of a particular risk, it may not establish a hedge to protect against it. In addition, certain risks may not be able to be hedged on a cost-effective basis (such as credit risk and liquidity risk). For a variety of reasons, the Firm may not seek to hedge certain (or any) portfolio holdings, or may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Funds from achieving the intended hedge or expose the Funds to risk of loss. The success of the hedging strategy of the Funds will be subject to the Firm’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the hedging strategy will also be subject to the Firm’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Funds may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Funds than if they had not engaged in any such hedging transactions. Non-U.S. Investments. The Funds may invest all or any portion of its assets in the debt, loans or other securities of issuers located outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies. The Funds may be subject to additional risks which include, among other things, trade balances and imbalances and related economic policies, unfavorable currency exchange rate fluctuations, imposition of exchange control regulation by the United States or non-U.S. governments, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries, political difficulties, including expropriation of assets, confiscatory taxation and economic or political instability in nations other than the United States, possible adverse political and economic developments, possible

seizure or nationalization of non-U.S. deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. Income received by the Funds from sources within some countries may be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by the Funds will reduce its net income or return from such investments. Additional costs could be incurred in connection with the Funds’ international investment activities. Brokerage commissions in countries other than the United States generally are higher than in the United States. Expenses also may be incurred on currency exchanges when the Firm changes investments from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of non-U.S. laws to non-U.S. custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in non-U.S. jurisdictions. There may be less publicly available information about certain non-U.S. companies than would be the case for comparable companies in the United States and certain non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of United States companies. Securities markets outside the United States, while growing in volume, have for the most part substantially less volume than U.S. markets, and many securities traded on these non-U.S. markets are less liquid and their prices more volatile than securities of comparable United States companies. In addition, settlement of trades in some non-U.S. markets is much slower and more subject to failure than in U.S. markets. There also may be less extensive regulation of the securities markets in particular countries than in the United States. These risks may be greater for companies in emerging markets. Leverage. The Funds may leverage its capital if and when the Firm believes that the use of leverage may enable the Funds to achieve a higher rate of return. Accordingly, the Funds would pledge its securities to the lender in order to borrow additional funds for investment purposes. The Funds may also leverage its investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings which the Funds may have outstanding at any time may be substantial in relation to its capital. While leverage presents opportunities for increasing the Funds’ total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Funds would be magnified to the extent the Funds are leveraged. The cumulative effect of the use of leverage by the Funds in a market that moves adversely to the Funds’ investments could result in a substantial loss to the Funds which would be greater than if the Funds were not leveraged. In the forward market, margin deposits are typically low relative to the value of the forward contracts purchased or sold. Such low margin deposits are indicative of the fact that any

forward contract trading is typically accompanied by a high degree of leverage. Low margin deposits mean that a relatively small price movement in a contract may result in immediate and substantial losses to the Fund Investors. In general, the potential use of short-term margin borrowings would result in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure the Funds’ margin accounts decline in value, the Funds could be subject to a "margin call," pursuant to which the Funds must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to satisfy its margin requirements. The Funds may borrow by entering into reverse repurchase agreements. Under a reverse repurchase agreement, the Funds sell securities and agrees to repurchase them at a mutually agreed date and price. Reverse repurchase agreements may involve the risk that the market value of the securities retained in lieu of sale by the Funds may decline below the price of the securities the Funds have sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Funds’ obligation to repurchase the securities and the Funds’ use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities that the Funds have purchased has decreased, the Funds could experience a loss. Derivative Instruments. The Funds may buy and sell derivative securities in "over-thecounter" or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of "exchange-based" markets. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms because the counterparty has a credit or liquidity problem. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide) because such markets may lack the established rules and procedures for settlement of disputes among market participants available in "exchange-based" markets. These problems may cause the Funds to suffer loss due to adverse market movements while replacement transactions are executed or otherwise. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated its transactions with a single or small group of counterparties. In addition, derivative instruments may be difficult to value accurately. Any mis-valuation could adversely affect the Fund Investors. Options and Warrants. The Funds may buy and sell put and call options or warrants on securities and securities indices. Although successful trading in options contracts and warrants requires many of the same skills required for successful securities trading, the risks involved are somewhat different. For example, if the Funds were to write a covered call option, the Funds would give up the opportunity, while the option is in effect, to realize gain from any price increase (above the option exercise price) in the underlying security. In addition, the Funds’ ability to sell the underlying security is limited while the option is in

effect unless the Funds effect a closing purchase transaction. The purchase of an option or warrant runs the risk of losing the entire investment, thereby causing significant losses to the account in a relatively short period of time. The trading of options is highly speculative and may entail more risk than those present when investing in other securities. Prices of options are generally more volatile than prices of other securities. Purchasing options would allow the Funds to speculate on market fluctuations of securities and securities exchange indices while investing only a small percentage of the value of the securities underlying the option. A change in the market price of the underlying securities or underlying market index will cause a much greater percentage change in the price of the option contract. In addition, the Funds will lose the premium the Funds paid to purchase an option if the Funds do not sell or exercise the option. If the Funds sells options and must deliver the underlying securities at the exercise price, the Funds have a theoretically unlimited risk of loss if the price of the underlying securities increases. If the Funds must buy the underlying securities, the Funds risks the loss of the difference between the market price of the underlying securities and the exercise price. Any gain or loss derived from the sale or exercise of an option will be reduced or increased, respectively, by the amount of the premium paid. The expenses of option investing include commissions payable on the purchase and on the exercise or sale of an option. The Funds may buy or sell stock or index options not traded on a securities exchange. Options not traded on an exchange are not issued by the Options Clearing Corporation. The risk of nonperformance by the obligor on such an option may be greater and the ease with which the Funds can dispose of such an option may be less than in the case of an exchangetraded option issued by the Options Clearing Corporation. Swap Agreements. The Funds may enter into one or more swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. A swap contract may not be assigned without the consent of the counterparty, and may result in losses in the event of a default or bankruptcy of the counterparty. Swap agreements are traded in the over-the-counter market and may be considered to be illiquid. Total return swaps are a relatively recent development in the financial markets. Consequently, there are certain legal, tax and market uncertainties that present risks in entering into swaps. There is currently little or no case law or litigation characterizing total return swaps, interpreting their provisions, or characterizing their tax treatment. In addition, additional regulations and laws may apply to total return swaps that have not heretofore been applied. There can be no assurance that future decisions construing similar provisions to those in any total return swap agreement or other related documents or additional regulations and laws will not have a material adverse effect on the Funds.

The swap counterparties with which the Funds do business may encounter financial difficulties, fail, or otherwise become unable to meet their obligations. Any such development would impair the operational capabilities of the Funds or cause damaging losses, or even complete loss, of its capital. Short Sales. The Funds may engage in short sales. Short selling involves selling securities that may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. Because the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities can result in a loss. It may be impossible for the Funds to borrow securities at the most desirable time to make a short sale, particularly in illiquid securities markets. In addition, rules that prohibit short sales of securities at prices below the last sale price may prevent the Funds from executing short sales of securities at the most desirable time. If the prices of securities sold short increase, the Funds may be required to provide additional funds or collateral to maintain the short positions. This could require the Funds to liquidate other investments to provide additional margin, and those liquidations might not be at favorable prices. In other situations, the lender of securities can request return of the borrowed securities and the Funds may not be able to borrow those securities from other lenders. This would cause a "buy-in" of the short positions, which may be disadvantageous to the Funds. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in the inability of the Funds to cover the short position, and of theoretically unlimited potential for loss to the Funds’ accounts. Counterparty Risk. Some of the markets in which the Funds may effect transactions are "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of "exchange– based" markets are subject. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated its transactions with a single or small group of counterparties. The Funds are not restricted from concentrating any or all of its transactions with one counterparty. The ability of the Funds to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Interest Rates. The market value of debt securities that are interest rate sensitive is inversely related to changes in interest rates. That is, an interest rate decline produces an increase in a security’s market value and an interest rate increase produces a decrease in value. The longer the remaining maturity of a security, the greater the effect of interest rate changes. Changes in the ability of an issuer to make payments of interest and principal and

in the market’s perception of its creditworthiness also affect the market value of that issuer’s debt securities. Currency Risks. The Funds may seek to buy and sell foreign currencies on as favorable a basis as practicable. Some price spread on currency exchange (to cover service charges) may be incurred, particularly when the Funds change investments from one country to another or when proceeds of the sale of interests in U.S. dollars are used for the purchase of securities in foreign countries. Also, some countries may adopt policies which would prevent the Funds from transferring cash out of the country, or withhold portions of interest and dividends at the source. There is the possibility of cessation of trading on national exchanges, expropriation, nationalization or confiscatory taxation, withholding and other foreign taxes on income or other amounts, foreign exchange controls (which may include suspension of the ability to transfer currency from a given country), default in foreign government securities, political or social instability, or diplomatic developments that could affect investments in securities of issuers in foreign nations. Withdrawal of Capital. A Fund Investor’s ability to withdraw funds from the Funds are restricted. Further, withdrawals may be reduced in the event the General Partner establishes reserves for Funds liabilities, including reserves for estimated accrued expenses, liabilities, and contingencies. The Funds also have the right to make distributions in cash or in-kind, or both to a Fund Investor that makes a withdrawal from such Fund Investor’s capital account. Further, a Fund Investor may not withdraw any of the value of the Fund Investor’s capital account in connection with any Illiquid Securities held in a side pocket account until such time that such securities are reallocated to such Fund Investor’s capital account. At the sole discretion of the General Partner, a security may be held in a side pocket account until a realization event. Substantial withdrawals by Fund Investors within a short period of time could require the Funds to liquidate securities positions more rapidly than would otherwise be desirable, possibly reducing the value of the Funds’ assets and/or disrupting the Funds’ investment strategy. Reduction in the size of the Funds could make it more difficult to generate a positive return or to recoup losses due to, among other things, reductions in the Funds’ ability to take advantage of particular investment opportunities or decreases in the ratio of its income to its expenses. Limited Liquidity of Partnership Interests. An investment in the Funds involve substantial restrictions on liquidity and its Interests are not freely transferable. There is no Business and Regulatory Risks of Hedge Funds. Legal, tax and regulatory changes could occur during the terms of the Funds that may adversely affect the Funds. The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by the Funds and the ability of the Funds to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, the securities markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The

regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Partnership could be substantial and adverse. Tax Risk. The tax aspects of an investment in the Funds are complicated and each prospective investor should have them reviewed by professional advisors familiar with such investor’s personal tax situation and with the tax laws and regulations applicable to the investor and private investment vehicles. The Funds are not intended and should not be expected to provide any tax shelter, but is organized as a limited partnership to permit a single level of tax on earnings of the Funds, i.e., any distributions it might make will not be taxed as dividends. More information on risks related to WCA’s investment strategy can be found in each Client’s offering, investment management and/or governing documents.

Item 9. Disciplinary information

As a registered investment adviser, Whetstone is required to disclose all material facts regarding any legal or disciplinary events that would be material to the evaluation of WCA or the integrity of WCA’s management. WCA and its management are currently not subject to, nor have they ever been subject to, any legal or disciplinary events of a material nature.

Item 10. Other financial industry activities and affiliations

Neither WCA nor any of its employees are registered, or have an application pending to register, as a broker-dealer or registered representative of a broker dealer, futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. WCA provides investment management services to three affiliated investment partnerships, the Capital LP, Trading LP and WDEF. WC Allocation is the general partner of the Funds. David Atterbury is the Manager of WCA and WC Allocation. David is the majority owner of WCA and WC Allocation. David also serves as Chief Compliance Officer for WCA. WCA also receives compensation from a third party investment advisor for providing investment ideas.

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David Atterbury, or the entities that he controls, may invest in some, but not all, of the firm’s Clients. Various members of Mr. Atterbury’s family, and entities that they control, may also invest in some, but not all, of the firm’s Clients. Mr. Atterbury and his family may have different levels of investment in the Clients which they invest. This creates a conflict as Mr. Atterbury effectively controls some Clients and also has different levels of economic exposure to them, which could give him an incentive to disadvantage one Client at the expense of the other wherein he has more economic exposure. We believe this risk is mitigated by the expense allocation, brokerage, investment mandates and other policies

outlined in this document. It is also mitigated by the role that other employees play in managing WCA. Andrew Carlson serves as an Investment Partner at WCA; he receives compensation for this role. He also has an economic interest in WC Allocation. Andrew has investments in some Clients but not all Clients, which creates a conflict as he may have an incentive to allocate more expenses or losing positions to the Client(s) that he does not have an investment in. He may also have an incentive to act for the benefit of WCA or WC Allocation at the detriment of Client accounts given their economic exposure to WCA and WC Allocation. We believe these risks are mitigated through expense allocation, brokerage, investment mandates and other policies outlined in this document, as well as the role David Atterbury plays in the firm’s management.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading Code of Ethics WCA has adopted a Code of Ethics pursuant to regulatory requirements of Rule 204(A)‐1 of the Investment Advisors Act of 1940, as amended. The Code of Ethics describes the firm's fiduciary duties and responsibilities to our Clients and the obligation we have to place the best interest of our Clients above our own. The Code of Ethics also contains an insider trading policy that addresses how employees should handle material, non-public information. The Code of Ethics also sets forth policies concerning employees trading in their personal accounts. These policies allow employees to trade securities in their personal accounts.

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Employees are required to receive pre-approval from the Chief Compliance Officer (“CCO”) before placing any trades in reportable securities in their personal accounts and to report their trades at least quarterly and holdings annually. Pre-clearance will be denied if Whetstone is currently trading or plans to trade the security on behalf of Clients (other than rebalancing), the issuer is on our restricted list, or the CCO determines that the proposed transaction would pose a conflict of interest or otherwise be inappropriate. WCA will provide a complete copy of its Code of Ethics to any client or prospective client upon request. Trading Conflicts of Interest Employees are allowed to trade securities in their personal accounts. Employees may take action for their own accounts that differs from or is adverse to advice given to Clients. Employees may invest in securities that are currently or may be held by our Clients. Conflicts may arise from employees trading securities in their personal accounts. For example, employees may receive prices more favorable than our Clients when trading in the same securities. The Code of Ethics requires that employees must always put the best interest of Clients ahead of their own personal interest. The Code of Ethics also requires that employees act in a way that maintains the integrity of the market and does not distort prices. Further,

personal trades must be pre-approved and are not allowed while WCA is actively trading or plans to trade securities on behalf of a Client, other than rebalancing. Employees may be invested in some Clients but not others or have different levels of investment between Clients. This may create a conflict whereby the employee would seek to favor one Client over the other. To mitigate this risk, trades and expenses are allocated to Clients in a way that is fair and equitable (see Sections 4 and 12).

Item 12. Brokerage practices

Unless the Client has designated a particular broker, all orders for the purchase and sale of securities will be placed through such brokers as in WCA’s best judgment offer the best execution, considering the full range and quality of a broker’s services. WCA may consider multiple factors in determining the best execution, including, for example, execution capabilities, commission rates, financial responsibility, the value of research provided, administrative resources, trade settlements and overall effectiveness. WCA may determine that the best execution with respect to any particular transaction would not necessarily result in the lowest commission being paid by a Client.

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WCA receives “soft dollar benefits” to the extent permitted under the “safe harbor” set forth in Section 28(e) of the Securities Exchange Act of 1934, as amended, and applicable guidance from the SEC relating to the scope of the safe harbor under Section 28(e). The term "soft dollar benefits" refers to the receipt by an investment manager of brokerage or research services from a broker, without any cash payment by the investment manager, based on the volume of brokerage commission revenues generated from securities transactions executed through those brokers on behalf of the investment manager’s Clients. The availability of these products and services from our brokers benefits us because we do not have to produce or purchase them. This may give us an incentive to direct trades to brokers based on WCA's interest in receiving such products and services, rather than the Clients interest in receiving the most favorable execution. We may, at times, cause a Client to pay a higher commission than offered by a different broker in return for soft dollar benefits. Soft dollar credits generated by trades placed on behalf of each Client are not segregated – all soft dollar credits are pooled together. However, products or research Whetstone obtains with soft dollars may not benefit all of our Clients or may not benefit all Clients equally. This may create a conflict between the Client(s) who generated the soft dollars and the Client(s) who benefit from the soft dollars. In the last year, Whetstone used soft dollar credits for a range of benefits including, but not limited to, research reports on the overall economy or a particular company, statistical information, pricing and market data services, risk analysis, computer-generated data, computer software and other tools that assist in identifying, analyzing, selecting, tracking and otherwise researching investment opportunities.

There are times when WCA’s ability to allocate trades is limited by a counterparty to the transaction (e.g. a seller of private securities or a deal sponsor of a SPAC). Such counterparty limitations include, but are not limited to, only allocating securities to one Prime Broker or one Client account and/or limiting the total value that WCA can trade. In these instances, WCA generally allocates shares to its largest Client or Clients, subject to the limitations set forth by the counterparty. WCA does not receive direct client referrals from other parties in exchange for brokerage. Item –13 - Review of Accounts Each Client’s portfolio is reviewed regularly by the investment team, including David Atterbury. Whetstone issues written reports to Clients periodically. These reports generally contain performance information, comparisons to relevant benchmarks and other commentary from the investment team. Fund Investors receive monthly statements that contain information on their account and the performance of the Funds. Item –14 - Client Referrals and Other Compensation WCA may pay other parties to refer investors to the Funds or separately managed accounts. The fee paid for outside referrals is typically based on a percentage of the fees WCA and WC Allocation earn from the Fund Investor that is referred by the third party. To the extent this compensation is deemed a solicitation fee, the arrangement is disclosed to the Fund Investor at the time of the engagement. WCA does not receive any fees or economic benefit for client referrals made to other entities. Item –15 - Custody WCA may dispose of funds and securities in Client accounts and has the ability to withdraw fees directly from the accounts of Fund Investors. As such, Whetstone is considered to have custody of these assets. However, Whetstone does not provide custodial services to any of its Clients. Client assets are held with qualified custodians such as prime brokers or custodial banks. Clients receive statements from these qualified custodians at least monthly. WCA recommends that Clients review their statements carefully and that they be compared to any reports or statements which might be provided by Whetstone. For the Clients whose assets WCA has custody of, Fund Investors receive account statements from the fund administrator monthly. Fund Investors also receive audited financial statements within 120 days following the end of the Fund’s fiscal year. Audited financial statements are prepared by an independent accounting firm.

Item 16. Investment discretion

WCA accepts full discretionary authority to manage securities on behalf of its Clients. All decisions regarding security selection, purchases and sales, amounts, and timing thereof are made at the sole discretion of WCA pursuant to the investment objectives of its Clients. Any limit on WCA’s discretionary authority would be included in the Client’s investment management agreement and other governing documents. Fund Investors do not have an ability to limit the discretionary authority of WCA.

Item 17. Voting client securities

As set forth in each Client’s governing documents, Whetstone may accept authority to vote proxies on behalf of its Clients. Decisions on if and how to vote proxies are made on a caseby-case basis. If a material conflict of interest exists between WCA and a Client, Whetstone will review the potential conflict with the Client and determine a resolution before voting the proxy. Clients may request information about how their securities were voted and/or a copy of Whetstone’s proxy voting policy by contacting WCA using the information on the cover page.

Item 18. Financial information

WCA does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. Whetstone has no financial condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.