Willis Investment Counsel, Inc., or “WIC,” is an independent investment advisory firm. By “independent,” we mean we have no formal or legal relationship with brokerage firms, mutual fund companies, banks, or other financial institutions. The owners of WIC are Robert T. Willis, Jr., James J. Kilroy, Kelli M. Wright, Brett M. Slattery, Natalie R. Challen, John M. Lewis, and Tracey A. Patton. These are all of the WIC shareholders. WIC has operated continuously since its founding in 1979. WIC provides advisory services to clients for their investment securities portfolios, typically including stocks, bonds, stock options, mutual funds, and cash and cash equivalents (for example, money market funds). Our clients include individuals and institutions such as corporations, pension funds, 401k plans, foundations, endowments, captive insurance companies, and private investment funds. WIC also acts as an investment advisor to four private funds (the WIC Value Fund, L.P., the Small Cap Value Fund, L.P., the Managed Volatility and Income Fund, L.P., and the Managed Volatility and Income Fund QP, L.P.). The scope of our advisory services, which may vary among clients with different investment goals, objectives, and requirements, includes:
• Working collaboratively with investment consultants, family offices, investment committees, chief investment officers, and financial advisors that utilize WIC’s strategies;
• Assisting clients in developing their specific investment goals, objectives, and needs, including understanding their tolerance for possible investment losses and market volatility;
• Working with clients to develop investment policy guidelines describing the types of investments they wish to invest in. This includes such things as: o Providing recommendations on the types of investment securities that are appropriate for clients, developing a strategy for how those strategies/securities might be apportioned, and o Determining appropriate investment performance benchmarks against which the performance of investment portfolios can be measured.
• Designing investment portfolios consistent with established investment policies;
• Creating investment portfolios through the selection and purchase of appropriate securities;
• Managing investment portfolios by executing the purchase and sale of securities, continuously assessing portfolio performance, and adjusting portfolios to ensure that they are consistent with investment policies;
• Issuing to clients quarterly (and in some cases, monthly) reports, which include investment performance information;
• Meeting and consulting with clients and their advisors about their investment portfolios and estate planning as often and when they wish to do so. We tailor our advisory services to our clients' individual investment goals, objectives, and needs, considering their investment return expectations, income requirements, market volatility and tolerance for possible investment losses, liquidity needs, and the period in which they intend to invest. In addition to the above discretionary investment management services, WIC provides Family Office Services and chief financial officer-type services for mutually agreed designated non- discretionary assets outside of our discretionary portfolio management. Family Office Services could include:
• consolidated reporting of discretionary and non-discretionary

assets
• monitoring and advising on non-discretionary assets
• reviewing outside investment opportunities
• coordination with outside service providers, including attorneys, accountants, and other advisers; assistance with trust, tax, and estate planning and administration; philanthropy planning; management succession and monetization planning
• next-generation support and education
• ongoing family meetings and communication on matters of wealth management, estate planning, significant life, and liquidity events These services are based on the client providing personal data such as family records, employment records, budgeting, assets, liabilities, estate information, and tax information. As part of WIC’s Family Office Services, the client onboarding process often begins with building a Balance Sheet, which lists all of a client's assets and liabilities. This analysis allows us to gauge overall liquidity, areas of concentration, cash flow sources, estate planning needs, and other pertinent financial issues. We use this Balance Sheet to build an annual cash flow forecast schedule for the client (when applicable) and any associated tax planning schedule. After the client Balance Sheet is established and memorialized, we work collaboratively with the client to build a financial “Roadmap” that captures a range of potential financial paths spanning the client’s remaining life. The scenarios are generally dictated based on the client’s life goals and include variables such as planned retirement age, spending needs during retirement, generational and philanthropic plans, annual inflation, tax policy, and other relevant factors. Importantly, this Roadmap also provides a general understanding of the risk and return dynamics needed for a particular client. We establish an Investment Policy Statement pursuant to the Balance Sheet and Roadmap processes. This Investment Policy Statement stipulates which strategies will be employed to achieve the long-term goals established in the Roadmap exercise, subject to acceptable risk characteristics. Investment Policy Statements are generally changed pursuant to a change in the client’s situation or investment landscape risk and return dynamics. A central part of our advisory services involves managing securities portfolios for our clients. The total amount of client securities or “assets” under management is divided into discretionary and non-discretionary accounts. Discretionary accounts are the client accounts for which we generally have responsibility for investment decisions, including purchase and sale decisions, on behalf of our clients. Typically, this includes the discretion to make purchase and sale decisions without the client’s approval. Discretionary accounts also include those clients for which we have the authority to decide which mutual funds to invest or which investment advisors to retain on behalf of the client; this includes our 401k plan accounts, where we are charged with ERISA section 3(38) responsibility. Non-discretionary accounts are the client accounts for which we do not have such responsibility. As of December 31, 2023, the total amount of discretionary and non-discretionary client assets that we managed, including the number of accounts, was: U.S. Dollar Amount Total Number of Accounts Discretionary $3,428,701,539 454 Non-discretionary $22,838,253 11 TOTAL $3,451,539,792 465