Westchester Capital Management, Inc. (also referred to as “the Firm”, “us”, and “we” throughout this brochure) is an investment advisor registered with the United States Securities and Exchange Commission (“SEC”) and is a corporation formed under the laws of the State of Nebraska.  We have been registered as an investment advisor since December 1986 and began providing services in January 1987.  Cindy Christensen, President and Chief Executive Officer, is the sole owner of the firm. Description of Investment Advisory Services We provide advisory services in the form of investment (or asset) management services. Investment management services involve providing clients with continuous and on-going supervision over their accounts. This means we continuously monitor a client’s account and make trades in client accounts when deemed necessary. If you decide to engage us for our Investment Advisory Services, we develop and implement customized and individualized investment plans for your accounts placed under our management and supervision. Your income level, tax status, income needs, other investments, outstanding obligations and various other factors are obtained at the beginning of our arrangement (and confirmed or updated periodically) for use in managing each account. This information is updated, when necessary, to reflect any changes in your investment objectives, asset mix, tax status or other relevant financial information. Additional Disclosure for ERISA Retirement Plan Clients. If you elect to engage Westchester Capital Management, Inc.’s services to manage one or more ERISA Qualified Retirement Plans, then Westchester Capital Management, Inc. will be acting as an Investment Manager to the Plan, as defined by ERISA section 3(38), with respect to our services, and Westchester Capital Management, Inc. hereby acknowledges that it is a fiduciary with respect to our Investment Advisory Services. Westchester Capital Management, Inc. will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to you any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to our agreement and any compensation or fees received in connection with our agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learn of such error or omission. Certain ERISA clients may periodically request that we provide informational meetings to plan participants. Such meetings are incidental to the investment supervisory services Westchester Capital Management, Inc. provides to each client, and no separate fee is received for such services. At least quarterly, all clients have the responsibility to notify Westchester Capital Management, Inc. whether their financial situation or investment objectives have changed, or if they want to impose and/or modify any reasonable written restrictions on the management of their accounts. We also contact clients annually to determine whether their financial situation or investment objectives have changed, or if they want to impose and/or modify any reasonable restrictions on the management of their accounts. All changes and restrictions need to be submitted to Westchester Capital Management, Inc. in writing. We are always available to consult with clients relative to the status of their accounts. Clients have the ability to impose reasonable restrictions on the management of their accounts, including the ability to instruct us not to purchase certain securities. A client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the account custodian, but rather represents a direct and beneficial interest in the securities, which comprise the client’s account(s). Separate accounts are always maintained for each client with the account custodian. Westchester Capital Management, Inc. provides investment advisory services through accounts maintained at a qualified custodian recommended by Westchester Capital Management, Inc. or selected by the client. Most accounts will be established at Charles Schwab & Company, Inc. as a result of our decision to utilize Schwab Advisor Solutions, an institutional program developed for investment advisory firms (see Item 12 of this brochure for more details regarding our brokerage arrangements). In order to manage and trade client accounts, each client must grant Westchester Capital Management, Inc. with trading authorization on the accounts they would like us to manage. We manage client portfolios on a discretionary basis (please refer to Item 16 for more information). Hence, Westchester Capital Management, Inc. directs investment transactions in client accounts. In the event a particular client wishes to direct a transaction in his or her respective account, Westchester Capital Management, Inc. documents the client request in writing, requiring a signed authorization from the client that such trade was at the full discretion of the client. In the event such client submits his/her directive in electronic communication, Westchester Capital Management, Inc. shall contact such client

for verbal confirmation. If a client makes a verbal request to buy or sell a certain security a client-directed trade letter will be required to be signed by such client and maintained as a permanent record. Solely, as an accommodation and courtesy to clients, from time to time, and only at the specific request of a client, we may be willing to provide limited advice on accounts owned by the client, but not otherwise managed by Westchester Capital Management, Inc. through our Investment Advisory Services. These are typically accounts where trading authorization has not been granted to Westchester Capital Management, Inc. Examples include a client’s 401(k) or other retirement account, 529 college planning account, and other accounts held “away” from the Westchester Capital Management, Inc.’s platform. Clients must understand that Westchester Capital Management, Inc. does not include these non- managed accounts in the fee calculation described in Item 5 of this brochure. Further, we do not provide on-going reviews of such accounts, and information we have about such accounts is limited to information provided exclusively by the client. When we provide advice on non-managed accounts, the client will have the sole discretion to accept or reject our advice. When we provide advice on non-managed accounts, the client must implement all trades in such accounts because Westchester Capital Management, Inc. will have no access to the account. Courtesy Account Services Upon consideration, and final approval, by Westchester Capital Management, Inc., some clients may be allowed to establish a courtesy account through Charles Schwab & Co., Inc. and appoint Westchester Capital Management, Inc. as the investment advisor to the account. While our Firm will be listed as an investment advisor on a courtesy account; courtesy accounts do not receive ongoing supervision and monitoring services like the services provided through our Investment Advisory Service described above. Our advice under this service is extremely limited in that we only provide advice on available money market funds and other mutual funds that can be used instead of holding client funds in cash-only positions. A client may direct Westchester Capital Management, Inc. to execute a trade by either purchasing or selling individual securities as well. Through this service, the client will provide Westchester Capital Management, Inc. trading authorization on the account, but Westchester Capital Management, Inc. will make trade implementations strictly on a non-discretionary basis. Further, trades other than the purchase and sale of money market positions and other mutual funds and exchange traded funds used instead of holding client funds in cash-only positions are implemented by Westchester Capital Management, Inc. strictly on an unsolicited basis. This means clients shall be responsible for initiating all purchase and sale decisions of general securities; clients will be solely responsible for approving all purchase and sale instructions; and clients must instruct Westchester Capital Management, Inc. to make changes within the account. Clients with courtesy accounts, and not Westchester Capital Management, Inc. or any of our employees, will have the exclusive responsibility for the performance and monitoring of all securities that are purchased for, or held, in the courtesy account. Westchester Capital Management, Inc. does not currently charge a fee for its Courtesy Account Service. However, clients will be required to enter into a written agreement with Westchester Capital Management, Inc., and they will be provided a copy of this disclosure brochure prior to establishing a courtesy account. Limits Advice to Certain Types of Investments Westchester Capital Management, Inc. provides investment advice on the following types of investments:  Exchange-listed securities (i.e., stocks)  Securities traded over-the-counter (i.e., stocks)  Preferred securities (i.e., preferred stocks)  Warrants  Corporate debt securities (other than commercial paper)  Commercial paper  Certificates of deposit  Municipal securities  Mutual fund shares  United States government securities  Exchange traded funds (ETFs) Westchester Capital Management, Inc. does not provide management and supervision services on foreign issues, variable life insurance, variable annuities, options, and futures contracts on tangibles or intangibles, although the firm may be willing to discuss such investments with clients. When providing investment management services, Westchester Capital Management, Inc. typically constructs each client’s account holdings using equities, bonds, and, in some limited cases, we will hold mutual funds or exchange traded funds to build diversified portfolios. We will also select money market mutual funds for cash positions. It is not Westchester Capital Management, Inc.’s typical investment strategy to attempt to time the market, but we may increase cash holdings, as deemed appropriate, based on the client’s risk tolerance and our expectations of market behavior. Our investment strategy will take into account specific requests to accommodate special situations, such as cost basis of the stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Tailor Advisory Services to Individual Needs of Clients Westchester Capital Management, Inc.’s services are always provided based on the individual needs of each client. This means, for example, that clients are given the ability to impose restrictions on the accounts we manage, including specific investment selections and sectors. We work with each client on a one-on-one basis through interviews and data collection to determine the client’s investment objectives and suitability information. Client Assets Managed by Westchester Capital Management, Inc. The amount of client assets managed by Westchester Capital Management, Inc. totaled $452,458,376 as of August 1, 2023. The entire amount is managed on a discretionary basis.