WILLIS JOHNSON & ASSOCIATES, INC.

Willis Johnson & Associates, Inc. 5847 San Felipe, Ste. 1500 Houston, TX 77057 713-439-1200 www.wjohnsonassociates.com March 27, 2025 This brochure provides information about the qualifications and business practices of Willis Johnson & Associates, Inc. If you have any questions about the contents of this brochure, please contact us at 713-439-1200. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Willis Johnson & Associates, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. 1 | P a g e  Item 2: MATERIAL CHANGES Since our last annual filing on 3/27/2024 we have made the following material changes: Item 4 - Advisory Business – This section was updated to reflect that you have the opportunity to impose restrictions on your account. Please see Item 4 for additional details. Item 5 - Fees and Compensation – Language was added to clarify how the firm collects fees. The investment management fees are directly debited from an account managed by WJA, and you are urged to review statements provided directly from your custodian. Fees for tax preparation and planning services will be deducted from an account under WJA’s management or invoiced separately. WJA no longer charges hourly fees for its services, therefore this language was removed from the ADV. Finally, the WJA Young Savers Program was updated to the WJA Families Program and was expanded to include the existing client’s adult children and parents. Please see Item 5 for additional details. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss – Additional disclosures were added regarding the risk involved in private market investments. Private market investments are only suitable for investors who meet the Firm’s investor qualification and minimum account size requirements, typically having a long-term investment horizon, high risk tolerance, and limited liquidity needs. Please see Item 8 for additional details. Item 10 - Other Financial Industry Activities and Affiliations – Language was added to describe the services and conflicts of interest associated with the tax preparation and planning services offered through WJA. Clients are under no obligation to engage WJA or WJA CPAs in their rule as accountants for tax-related services. The services provided may cost more or less than comparable services offered by an unaffiliated CPA. Please see Item 10 for additional details. 2 | P a g e  Item 3: TABLE OF CONTENTS Item 2 – Material Changes ........................................................................................................... 2 Item 3 - Table of Contents ............................................................................................................ 3 Item 4 – Advisory Business .......................................................................................................... 4 Item 5 – Fees and Compensation ............................................................................................... 5 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................ 8 Item 7 – Types of Clients ............................................................................................................ 8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...................................... 8 Item 9 – Disciplinary Information ................................................................................................. 12 Item 10 – Other Financial Industry Activities and Affiliations ...................................................... 12 Item 11 – Code of Ethics ............................................................................................................. 12 Item 12 – Brokerage Practices .................................................................................................... 13 Item 13 – Review of Accounts .................................................................................................... 14 Item 14 – Client Referrals and Other Compensation .................................................................. 14 Item 15 – Custody ....................................................................................................................... 14 Item 16 – Investment Discretion ................................................................................................. 15 Item 17 – Voting Client Securities .............................................................................................. 15 Item 18 – Financial Information ................................................................................................... 15 . 3 | P a g e  Item 4: ADVISORY BUSINESS Advisory Firm Description Willis Johnson & Associates, Inc. (“WJA” or the “Firm”) is a wealth management firm that specializes in helping corporate professionals and executives with their comprehensive financial planning and investment management needs. The Firm was founded in 1996. Willis A. Johnson and Nicholas A. Johnson Qualified Subchapter S Trust are the principal owners of the Firm. Nicholas A. Johnson is the trustee of the Nicholas A. Johnson Qualified Subchapter S Trust. Types of Advisory Services WJA primarily works with corporate professionals and executives in helping them build out a customized comprehensive plan, based on the various stages in the Arc of life. WJA understands that corporate professionals and executives at various stages in life from the 40’s, 50’s, 60’s, 70’s and beyond often have differing needs, goals, and concerns. :! _ -- ~ ~~ _._ ..,, d 10 ,,;;1.,..1; ~ 11 l;:1r ,o~nc1 .. 111.•uds i t .A t~~~ require t1n;irc.zil plal'f1119 :i.,nq nBc.~ ~ lrl ~ ate Cl •~, A! Y&:iS ,Mhns.c,n ~ A::'iStiC~~ rl'\'Ei 1S 11o'h!:!:eC!~·i;;n::.r.:i?"»t~ax- WJA leads with a four-step Continuously Planning approach for its clients. The first step, Understanding You, is an in-depth active listening session in which WJA gathers personal, financial, and legal data alongside client’s goals & objectives. Following is Financial Analysis & Education in which the Firm conducts a thorough personal financial analysis and then educates the client on the options available to them (often including corporate benefits elections). Next, WJA begins the Guidance & Implementation process in which WJA discusses tailored options to meet the client’s financial goals and assists with the implementation. WJA then ensures that ongoing Financial Reviews are put in place to monitor and adjust the financial plan as life happens Specific services provided by WJA may include retirement planning, corporate benefit elections, trust and estate planning, income tax planning and preparation, risk management and insurance planning, charitable planning, education planning, and investment management. Please refer to Item 5: Fees and Compensation for additional details. WJA occasionally does work with small business owners, though small business owners are not a focus of the firm. Services to small business owners may include business succession planning, tax strategies, executive benefits planning, retirement plan solutions and investment management. For small business owners, the Firm also offers retirement consulting services to employee benefit plans and their fiduciaries that are designed to assist the plan sponsor in meeting its fiduciary obligations to the plan under ERISA. 4 | P a g e  Tailored Advisory Services WJA provides advisory services that are typically tailored to the client’s specific situation and needs. However, most investment portfolios are managed according to one of the Firm’s model strategies, with some exceptions. You do have the opportunity to impose restrictions on investing in certain securities or types of securities held in your account. The Firm is generally granted discretion by its clients. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. 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 yours 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 your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. Wrap Fee Programs The Firm does not have a wrap fee program whereby the client would pay one fee that covers account management as well as trading and transaction charges. Under the Firm’s asset management program, clients pay all trading and transaction charges in addition to the quarterly account management fee. Client Assets Under Management As of December 2024, the Firm had approximately $1,322,350,768 of discretionary assets under management and $97,619,542 of non-discretionary assets under management. Item 5: FEES AND COMPENSATION The Firm collects fees for its investment advisory and financial planning services. These fees, which are billed to the client on a quarterly basis in advance, are based on the account value, as provided by the custodian, at the previous quarter-end. If funds of $50,000 or more are added to an account after the last day of the previous quarter, but before the next billing date, the asset management fee for those funds will be added to the current bill. For those funds added after the billing date, the asset management fee will be billed in the following quarter. Fees are negotiable based on complexity, specific situations and outside circumstances. For new clients added during the last month of a quarter, fees will be charged at the beginning of the following quarter. If the Firm provides you with financial planning services, only, the Firm will collect fees based on a fixed contract (based on the client’s needs and the expected time to complete the plan) that requires payment of one-half of the agreed amount at the beginning of the engagement, with the balance due upon completion of the work. 5 | P a g e  Willis Johnson & Associates – Asset Management Fees Tiered Fee Schedule Household Assets under Management* Annual Fee as % of Assets First $500,000 ($0 - $500,000) Next $500,000 - $3,000,000 Next $3,000,000 - $5,000,000 Next $5,000,000 - $10,000,000 Next $10,000,000 - $20,000,000 Next $20,000,000 and up 1.20% 0.90% 0.85% 0.65% 0.45% 0.40% *Valuation of accounts shall be made on the last business day of each quarter. The minimum Household Assets under Management is $750,000. Clients below this threshold will be billed a minimum fee of $2,063 per quarter. Example Household AUM $1,000,000 $3,000,000 $5,000,000 $8,000,000 $10,000,000 $15,000,000 Annual Weighted Fee as % of Assets 1.05% 0.95% 0.91% 0.83% 0.78% 0.67% *Until all existing clients are transitioned to the fee schedule posted above, clients that engaged the Firm prior to May 2022 may still be on the prior fee schedule and can refer to their advisor agreement for current fee schedule. Advisory fees will be directly debited from an account managed by WJA. You will be provided with a statement, at least quarterly, from the custodian reflecting deduction of the investment advisory fee. Clients are urged to also review statements provided by the custodian, as the custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees to be deducted and paid directly from their account[s] held by the custodian as part of the investment advisory agreement and account forms provided by the custodian. Other Fees and Expenses - Clients may incur certain transaction fees or charges imposed by third parties in connection with investments made on behalf of the client’s account[s]. When WJA recommends a mutual fund for a client’s account, three separate fees may be charged to the client, either directly or indirectly. The first fee is WJA’s investment management fee where the fund is included in the asset base for the quarterly fee calculation. The second is the set of internal fees charged by the investment company for the fund’s investment management, marketing, administration and marketing assistance. These internal expenses are disclosed in each fund’s prospectus which is provided to each client by the custodian. (This set of fees also applies to any ETF or money market fund purchased in the client’s account.) The third fee may be a transaction fee which is assessed by the custodian for its service of providing access to a universe of mutual fund families through one account. To avoid such fees a client would be required to open a separate account with each individual mutual fund company instead of using the custodian recommended by WJA, which would also negatively affect WJA’s ability to deliver its services efficiently. Not all mutual fund trades enacted by WJA incur this transaction fee. As part of its comprehensive financial planning services, the Firm used to recommend and sell insurance products (typically life and long-term care) to clients. As of January 1, 2019, the Firm no longer sells insurance or commission-able products. 6 | P a g e  For the WJA model portfolios that include private market investments, the additional fees, paid to a third-party manager, for the private markets allocation typically include fund management fees, performance-based incentives, and additional costs related to the underlying assets, which are disclosed in a fund’s prospectus or other offering materials. WJA does not receive any portion of these fees, incentives and costs. Willis Johnson & Associates – Families Program The Willis Johnson & Associates Families Program (“WFP”) offers a separate Fee Schedule to parents or children (“family member”) of existing clients if they elect to engage Willis Johnson & Associates for financial planning and investment management. For purposes of the WFP, family member is defined as the clients’ parents or children. WFP is intended to give family members of existing clients that don’t meet the minimum AUM requirements an opportunity to get financial advice while working towards longer term financial goals. Fees will apply to any family member of a client whom WJA has separate Financial Review meetings with. If parents or others are legal guardian or POA on an account and the firm is not meeting with the family member, but with the existing client, then the account(s) will be “householded” (grouped) with the existing client’s accounts. Family members may be able to discern the client's manageable assets as the family member's fee schedule is adjusted based on the client’s assets. As such the family member (and existing client) must elect to participate in the program. WFP Participant Age WJA Manages Less Than $3 Million for Parents WJA Manages More Than $3 Million for Parents WJA Manages More Than $7 Million for Parents Less Than 35 Years No Minimum Fee No Minimum. Householded w/ Parents No Minimum. Householded w/ Parents Between 35 - 45 Years Minimum Fee* No Minimum Fee No Minimum. Householded w/ Parents More Than 45 Years Minimum Fee* Minimum Fee* No Minimum Fee *All family member accounts will be subject to the Tiered Fee Schedule as described above. Minimum fees are based off the Tiered Fee Schedule, where the minimum fee is $2,063 per quarter. If family member’s accounts are householded, they will be billed under the client’s household and the fees will be based on the combined assets of both the client and the family member. Since the family member's fee rate is adjusted based on the client’s household AUM, information about the size of managed assets may be indirectly shared with the family member. Example: Example: Family Member has $200,000 to Invest WFP Participant Age WJA Manages $3 Million for Existing Client No Minimum. Less Than 35 Years Householded w/ Existing Client = $3,200,000 in Billable Assets Annual Fee = ~0.94% (~$471/quarter) No Minimum. Between 35-45 Years Separate Household = $200,000 in Billable Assets Annual Fee = 1.2% ($600/quarter) More Than 45 Years Separate Household = $200,000 in Billable Assets Annual Fee – Subject to Minimum Fee of $2,063 / quarter 7 | P a g e  The fee structure may be subject to change based off of the client’s total household AUM or if the family member’s age falls into the next age range. Valuation of WFP accounts shall be made on the last business day of each quarter. Adjustments will only be made quarterly when household AUM is reviewed for billing. Willis Johnson & Associates – Termination of Services Either the client or WJA may terminate the financial planning services or investment advisory services agreement upon receipt of five (5) days written notice. If the client paid for the investment advisory services in advance and terminates the contract, the client will receive a refund of a prorated portion of the prepaid advisory fee. If a client should terminate a planning relationship before completion of the plan, WJA will review work completed to date and refund any prepaid unearned fees. Clients who terminate the contract within five (5) business days of signing the contract shall be provided a full refund. Willis Johnson & Associates – Tax Preparation and Planning Services Tax preparation and planning services are offered at WJA, by a Certified Public Accountant employed by WJA. WJA’s fee for tax services will be listed in a separate Agreement for Tax Preparation Services. The fee is based on the complexity of the client’s tax situation and the number of tax forms to file and may be deducted from an account under WJA’s management as described above or invoiced separately. These services are provided by a CPA employed by WJA, and therefore WJA will need to have access to all of a client’s tax related information. Clients are not required to use WJA’s tax preparation services, and the services may cost more or less than comparable services offered by an unaffiliated CPA. Item 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT This section does not apply to WJA, as it does not charge performance-based fees. Item 7: TYPES OF CLIENTS The Firm primarily provides services to individuals and high-net worth individuals, including corporate executives and professionals (as well as their families). Corporate executive and professional clients are often within five to ten years of retirement, or retired, and have a net worth in excess of $1 million. Occasionally, the Firm will assist small business owners. The businesses that the Firm works with are typically closely held and vary across industries. With regard to investment management services, the Firm has an account minimum of $750,000. Smaller accounts may be accepted under certain circumstances. Household accounts will be aggregated to reach the $750,000 threshold. Item 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The Firm guides clients through the process of transitioning from accumulating assets to repositioning those assets for retirement. WJA uses a Core-Satellite portfolio construction methodology established by WJA’s Investment Committee. The core positions of the portfolio consist of active and passive investments offering broad-based exposure to US equities, international equities, and fixed income and makes up approximately 50-70% of the portfolio. 8 | P a g e  The Investment Committee may overweight and underweight certain asset classes (e.g., US equities vs. International equities, or fixed income vs. equities) or allocation style (e.g., small- cap stocks vs. large-cap stocks, or value stocks vs. growth stocks) based on the Firm’s market outlook. The Investment Committee may also add Satellite positions that are a focused concentration on a theme (e.g., healthcare, oil & gas pipelines, commodities, etc.) from time to time based on current economic opportunities and trends. The Satellite positions make up approximately 30-50% of the portfolio. WJA has developed model portfolios that include private market investments. In addition to the Core and Satellite allocations, the Firm may allocate up to 20% of the portfolio to private market investments, depending on the client’s investment horizon, risk tolerance, and qualification requirements. This allocation aims to provide additional diversification and growth potential through investing in private credit, private equity, and private real assets. While private market investments can enhance risk-adjusted returns, they also introduce unique risks and liquidity considerations which are carefully assessed to ensure alignment with the client’s overall investment profile. The Investment Committee follows a four-step process in guiding their investment decisions. The first step is Idea Generation in which WJA uses market research, market indicators, discussions with industry strategists and economics to generate investment ideas. The second step in the process is Top-Down Security Selection in which WJA analyzes the economy and financial world, breaking those components down into finer details in order to choose the most attractive investment vehicles. This is the step where the Investment Committee determines whether it will take an active or passive investment approach. The last step is Reevaluate and Rebalance in which the Investment Committee monitors the investments, actively rebalancing the positions as needed, and determines when a theme has run its course. 9 | P a g e  WJA manages six strategies that range from all equity to all fixed income: Aggressive, Growth & Income, Balanced, Conservative and Fixed Income. Traditionally, those strategies with higher equity weightings carry greater risk. In an effort to mitigate risk, the Firm may reduce the equity weighting in a strategy below its normal target. The Firm may also sell call options against its equity positions in an effort to reduce risk. Risks to an equity investment include: market volatility, change in fund management, and industry or sector risk. The fixed income market has recently experienced rising interest rates, impacting bond prices and performance. WJA seeks to manage these challenges by investing largely in exchange-traded funds and open-end mutual funds with diversity within a fund. Risks to using exchange-traded and open-end mutual funds include an additional layer of fees and dependence of the fund management to manage the fund risk appropriately. WJA occasionally invests client monies in individual equities and bonds, depending upon the client’s needs. The Firm also, occasionally, recommends variable annuities that offer certain guarantees concerning lifetime income. Risk of Loss WJA does not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy that the Firm may use, or the success of the Firm’s overall management of the account. The client understands that investment decisions made for the client’s account by the Firm are subject to various risks, and that those investment decisions will not always be profitable. The client understands that investing in any security entails risk of loss. While not all risks are listed, the following are some of the key risks that may impact the value of a client’s overall account or specific investment products and vehicles: Market Risk The prices of the securities in which WJA invests may decline for a number of reasons including in response to economic downturns, market volatility, or geopolitical events. Currency Risk If invested in non-U.S. securities, portfolios are subject to the risk that foreign currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Economic Risk The potential for investment losses due to changes in the broader economy. Factors such as inflation, interest rates, or economic recessions can adversely impact investment performance across various sectors and asset classes. Business Risk Business risk is associated with investing in a particular industry or market sector. For example, investments in a fund which invests in energy sector holdings may be affected by external political or economic events affecting oil-producing companies or countries. Regulatory Risk Regulatory risk refers to the potential for negative impacts on investments due to changes in Laws, regulations, or government policies. This can include shifts in regulatory frameworks, compliance requirements, or industry-specific rules that could influence business operations. Political Risk Political risk arises from political events or instability that may negatively affect investments. This can include trade restrictions, geopolitical tensions, or political unrest that disrupt markets or the 10 | P a g e  business environment. Foreign Securities Risk and Emerging Markets Risk Investments in emerging markets involves risks including less social, political and economic stability, restrictive national policies and less developed legal structures. Manager Risk The success of the investment funds is heavily reliant on the skills, experience, and decision-making of the fund managers, who may fail to execute the investment strategy effectively, which can lead to suboptimal performance or even losses. Credit Risk The potential for loss arising from a borrower’s or issuer’s failure to make interest or principal repayments, which can result in default or a downgrade in credit ratings, impacting the value of the investment. Interest Rate Risk In general, the value of bonds and other debt securities falls when interest rates rise. Longer term obligations are usually more sensitive to interest rate changes than shorter term obligations. Changes in interest rate can also affect the cost of leverage, the value of income-producing assets, and overall investment performance. Adjustable Rate and Floating Rate Securities Risks Although adjustable and floating rate debt securities tend to be less volatile than fixed-rate debt securities, they nevertheless fluctuate in value. Inflation Risk Inflation risk is the risk that the rising cost of living may erode the purchasing power of an investment over time. Liquidity Risk Certain investments, particularly in private markets, may have extended lock-up periods, limited redemption options, and a lack of a readily available secondary market. These factors can lead to significant transaction costs or loss of value if the investments need to be converted to cash on short notice. Leverage Risk Certain investments may employ strategies that utilize leverage by borrowing, which can amplify both gains and losses, potentially leading to significant financial distress during adverse market conditions. Short Selling Risk Short selling risk occurs when an investment strategy involves selling securities or assets that are not owned, with the intention of repurchasing them at a lower price. Valuation Risk Valuation risk arises from the challenge of accurately determining the market value of the private market investments. These assets often lack transparent pricing because they are not traded on public exchanges. Private Market Investments Private market investments are only suitable for investors who meet the Firm’s investor qualification and minimum account size requirements, typically having a long-term investment horizon, high risk tolerance, and limited liquidity needs. The offering documents for a specific 11 | P a g e  private market investment will contain risk disclosures which relate to that investment. We urge you to review and carefully consider those risk factors. Private market investments often require long holding periods and may face valuation challenges and limited transparency. These investments typically involve substantial risks, including liquidity risk, credit risk, market risk, operational risk, leverage risk, interest rate risk, manager risk, short selling risk, valuation risk, currency risk, regulatory risk, foreign securities risk, and emerging markets risk. Such securities are speculative in nature, may not be regulated under any laws, and should be considered illiquid and not freely transferable. They may be highly leveraged, volatile, and involve higher fees and expenses than other investments. Private market investments are not immediately redeemable, permitting redemptions only at specified periods with advanced notice, potentially requiring clients to hold them in their accounts after the termination of an agreement. An investment should not be made unless you are prepared to lose all or a substantial portion of your investment. Item 9: DISCIPLINARY INFORMATION The Firm has no public disciplinary record. Item 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither the Firm nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. Some of WJA employees are Certified Public Accountants (CPA’s) and provide accounting and other tax services to WJA clients. The client will execute a separate engagement letter with WJA detailing the tax services to be provided. Clients are under no obligation to engage WJA or WJA CPAs in their rule as accountants for tax-related services. The services provided may cost more or less than comparable services offered by an unaffiliated CPA. Item 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics WJA has a fiduciary duty to its clients to act in the best interest of the client and always place the client’s interests first and foremost. WJA takes seriously its compliance and regulatory obligations and requires all staff to comply with such rules and regulations as well as WJA’s policies and procedures. As such and as required, WJA maintains a Code of Ethics manual for its personnel. The Code of Ethics contains provisions for standards of business conduct relating to, among other things, personal securities trading, inside information, and outside business activities. WJA will provide a copy of our Code of Ethics to you and any prospective client upon request. Misuse of Nonpublic Information The Firm has policies and procedures in place to prevent the use of material nonpublic information and to protect the private information of each client. Personal Securities Trading From time to time, representatives of WJA may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of the Firm to buy or sell securities before or after recommending securities to clients resulting in representatives 12 | P a g e  profiting off the recommendations they provide to clients. Such transactions create a conflict of interest; however, the Firm will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. Participation or Interest in Client Transactions The Firm does not buy securities for itself from, or sell securities it owns to, its clients, as the Firm does not have any proprietary accounts. WJA employees may participate in block trades with clients in which all participants receive the same execution price. Item 12: BROKERAGE PRACTICES WJA recommends that clients use Fidelity to custody their accounts the Firm manages. Fidelity is a “qualified custodian” which provides quarterly statements to the client showing all transactions. Fidelity statements include the deduction of investment management fees. Refer to the “Custody” section for more information. Research and Other Soft-Dollar Benefits Some custodians provide investment advisory firms with additional products and services such as national conferences, compliance newsletters, webcasts on compliance and practice management topics, electronic downloads of client data, investment research, access to special trading desks, and trading software. WJA receives such benefits from Fidelity Institutional Wealth Services as part of the business relationship. No formal “soft dollar” relationship occurs between WJA and a broker/dealer whereby WJA receives a specific product as a result of equity or fixed income transactions executed for clients. Brokerage for Client Referrals WJA does not receive client referrals or any other incentive from any broker-dealer or custodian. Directed Brokerage Clients are required to open accounts with Fidelity in order for WJA to manage their accounts for a fee. Not all advisors limit client decisions as to their account custodian. Order Aggregation WJA may aggregate ("block") transactions in the same security on behalf of more than one client, in the same investment strategy and housed at the same custodian, to facilitate best execution and to treat all participants in the block equally. Each client in the aggregated order will participate at the average share price for all of WJA's transactions in that trade. When possible, securities bought or sold in an aggregated transaction are allocated pro-rata to the participating client accounts in proportion to the size of the orders placed for each account. Under certain circumstances, WJA may increase or decrease the amount of securities allocated to each account, if necessary, to avoid holding odd lot or small numbers of shares for particular clients. When WJA is unable to fully execute an aggregated order, WJA will allocate such transactions on a pro-rata basis or in a manner WJA determines, in good faith, to be a fair and equitable allocation. WJA personnel will not receive fills of partial orders until all client orders are filled. 13 | P a g e  Mutual Fund Share Class Selection Mutual 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. Institutional share classes usually have a lower expense ratio than other share classes. When recommending investments in mutual funds, it is our policy to review and consider available share classes. Our policy is to select the most appropriate share classes based on various factors including but not limited to: minimum investment requirements, trading restrictions, internal expense structure, transaction charges, availability, and other factors. When considering all of the appropriate factors, we can select a share class other than the ‘lowest cost’ share class. To select the most appropriate share class, we consider retail, institutional or other share classes of the same mutual fund. Regardless of such considerations, clients should not assume that they will be invested in the share class with the lowest possible expense ratio. Clients should ask their adviser whether a lower cost share class is available instead of those selected by the Firm. WJA periodically reviews the mutual funds held in client accounts to select the most appropriate share classes considering its duty to obtain best execution. Item 13: REVIEW OF ACCOUNTS WJA reviews and often rebalances its investment strategies at least quarterly. The underlying investment accounts are generally reviewed at least quarterly by members of the Firm’s Investment Committee. Accounts that are too small to manage to a strategy may be reviewed less frequently. Review triggers would include factors such as changes in the economy, changes in the marketplace, or changes in the client’s goals or objectives. In addition to monthly or quarterly statements from the custodians, clients may receive additional reports from WJA during periodic portfolio reviews. Item 14: CLIENT REFERRALS AND OTHER COMPENSATION The Firm does not pay outside individuals or entities for referring clients. Item 15: CUSTODY Because WJA has the authority to instruct the account custodian to deduct the investment management fee directly from the client’s account, WJA is deemed to have a limited form of custody. Custody is defined as having any access to client funds or securities. This limited access is monitored by the client through receipt of account statements directly from the custodian. You will receive at least quarterly account statements from the custodian that holds and maintains your assets. We urge you to carefully review these account statements. These statements all show the deduction of the management fee from the account. WJA does not actually hold client assets. Currently, WJA uses Fidelity to hold client investment accounts. 14 | P a g e  Item 16: INVESTMENT DISCRETION For discretionary accounts, the Firm has full trading authority under a limited power of attorney assigned to WJA. As a result, WJA will determine both the type and amount of each investment that should be purchased or sold on each client’s behalf and when trades are to be enacted, without obtaining prior consent or approval from the client. In limited circumstances, the Firm will manage investment accounts under a non-discretionary agreement, which requires obtaining the client’s permission before placing any trade orders. Item 17: VOTING CLIENT SECURITIES Clients receive proxy material directly from their account custodian by either email or U.S. mail. WJA does not vote proxies for securities held in client accounts and will not be required to take any action or render advice with respect to the voting of proxies. However, WJA may occasionally advise clients (if requested) on proxy matters. Clients are responsible for voting all proxies. Item 18: FINANCIAL INFORMATION WJA does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for the most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, WJA has not been the subject of a bankruptcy petition at any time. 15 | P a g e