BURKHOLDER & ASSOCIATES, LLC

Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Burkholder & Associates, LLC. If you have any questions about the contents of this brochure, please contact us at (202) 250-1659 or by email at: nick@burkholderassociates.com. 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 Burkholder & Associates, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Burkholder & Associates, LLC’s CRD number is: 313338. 2 Wisconsin Circle Suite 700 Chevy Chase, MD 20815 (301) 778-9970 nick@burkholderassociates.com https://www.burkholderassociates.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 02/27/2026 1  Item 2: Material Changes The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Each year, we will ensure that you receive a summary of any material changes to this and subsequent brochures by April 30th. We will further provide you with our most recent brochure at any time at your request, without charge. You may request a brochure by contacting us at (301) 778-9970. Burkholder & Associates, LLC has had the following material changes since the last annual amendment on March 20, 2025: • None 2  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ii Item 3: Table of Contents iii Item 4: Advisory Business 2 Item 5: Fees and Compensation 4 Item 6: Performance-Based Fees and Side-By-Side Management 7 Item 7: Types of Clients 7 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss 8 Item 9: Disciplinary Information 12 Item 10: Other Financial Industry Activities and Affiliations 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 14 Item 12: Brokerage Practices 15 Item 13: Review of Accounts 16 Item 14: Client Referrals and Other Compensation 17 Item 15: Custody 17 Item 16: Investment Discretion 18 Item 17: Voting Client Securities (Proxy Voting) 18 Item 18: Financial Information 18 3  Item 4: Advisory Business A. Description of the Advisory Firm Burkholder & Associates, LLC (hereinafter “B&A LLC”) is a Limited Liability Company organized in the State of Maryland. The entity was formed in July 2016, and the principal owner is Nicholas E Burkholder. B. Types of Advisory Services Portfolio Management Services B&A LLC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. B&A LLC creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring B&A LLC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. B&A LLC will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. B&A LLC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of B&A LLC’s economic, investment or other financial interests. To meet its fiduciary obligations, B&A LLC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, B&A LLC’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is B&A LLC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Pension Consulting Services B&A LLC offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: • identifying investment objectives and restrictions 2  • • • • • providing guidance on various assets classes and investment options recommending money managers to manage plan assets in ways designed to achieve objectives monitoring performance of money managers and investment options and making recommendations for changes recommending other service providers, such as custodians, administrators and broker-dealers creating a written pension consulting plan These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Financial Planning Financial plans and financial planning may include but are not limited to: investment planning; retirement planning; estate planning and business benefits and business succession planning. Services Limited to Specific Types of Investments in the gold and precious metal sectors), treasury B&A LLC generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities, ETFs inflation (including ETFs protected/inflation linked bonds, commodities, non-U.S. securities and private placements. B&A LLC may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions B&A LLC will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by B&A LLC on behalf of the client. B&A LLC may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent B&A LLC from properly servicing the client account, or if the restrictions would require B&A LLC to deviate from its standard suite of services, B&A LLC reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. B&A LLC does not participate in any wrap fee programs. 3  E. Assets Under Management B&A LLC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $274,153,528.21 $13,207,650.38 01/16/2026 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees All assets 1.35% to 0.50% B&A LLC uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of B&A LLC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. Pension Consulting Services Fees Asset-Based Fees for Pension Consulting Total Assets Under Management Annual Fee All assets 1.35% to 0.50% B&A LLC uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of B&A LLC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients 4  may terminate the pension consulting agreement immediately upon written notice. B&A LLC uses an average of the daily balance in the client’s account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Fixed Fees The rate for creating client pension consulting plans is between $5,000 and $50,000. The final fee schedule will be memorialized in the client ’s advisory agreement . This service may be canceled immediately upon written notice. Hourly Fees The hourly fee for these services is between $150 and $400. The final fee schedule will be memorialized in the client’s advisory agreement. Financial Planning Fees Fixed Fees The negotiated fixed rate for creating client financial plans is between $5,000 and $50,000 Hourly Fees The hourly fee for these services is between $150 and $400. Clients may terminate the agreement without penalty, for full refund of B&A LLC’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in arrears. Payment of Pension Consulting Fees Asset-based pension consulting fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in arrears. Fixed pension consulting fees are paid via check. These fees are paid 100% in advance, but never more than six months in advance. Hourly pension consulting fees are paid in arrears upon completion. 5  Payment of Financial Planning Fees Financial planning fees are paid via check. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. Hourly financial planning fees are paid in arrears upon completion. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by B&A LLC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees B&A LLC collects certain fees in advance and certain fees in arrears, as indicated above. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check, or return deposit back into the client’s account. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. E. Outside Compensation For the Sale of Securities to Clients Kimberly Lindsay Bleck and Nicholas Edward Burkholder are registered representatives of a broker-dealer. Kimberly Lindsay Bleck and Nicholas Edward Burkholder are also insurance agents. As a selling representative, Nicholas Edward Burkholder may accept compensation for the sale of investment and/or insurance products to B&A LLC clients. Kimberly Lindsay Bleck act in a supporting role and only compensated by B&A LLC. 1. This is a Conflict of Interest Supervised persons may accept compensation for the sale of investment products, including asset based sales charges or service fees from the sale of mutual funds to B&A LLC's clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of investment products for which the supervised persons receives compensation, B&A LLC will document the conflict of interest in the client file and inform the client of the conflict of interest. 6  2. Clients Have the Option to Purchase Recommended Products From Other Brokers Clients always have the option to purchase B&A LLC recommended products through other brokers or agents that are not affiliated with B&A LLC. 3. Commissions are not B&A LLC's primary source of compensation for advisory services Commissions are not B&A LLC’s primary source of compensation for advisory services. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on investment products recommended to clients. Item 6: Performance-Based Fees and Side-By-Side Management B&A LLC does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients B&A LLC generally provides advisory services to the following types of clients: Individuals High-Net-Worth Individuals Business Owners Pension and Profit Sharing Plans Charitable Organizations ❖ ❖ ❖ ❖ ❖ There is no account minimum for any of B&A LLC’s services. 7  Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis B&A LLC’s methods of analysis include Fundamental analysis, Modern portfolio theory and Quantitative analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Investment Strategies B&A LLC uses long term trading, short term trading, margin transactions and options trading (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio 8  exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Artificial Intelligence and Machine Learning Risk. Certain service providers utilized by the Firm to service client accounts have artificial intelligence components. The use of artificial intelligence and machine learning includes increased risk of data inaccuracies and security vulnerabilities. Due to the rapid advancement of machine learning technologies, future risks related to artificial intelligence are unpredictable. As a measure to mitigate these risks to our clients, the Firm performs periodic due diligence of our service providers for assurance that the service providers have appropriate controls in place to protect our clients’ information and to limit data inaccuracies when artificial intelligence is used by the service provider. Investment Strategies B&A LLC's use of margin transactions and options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Short term trading risks include liquidity, economic stability, and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 9  C. Risks of Specific Securities Utilized B&A LLC's use of margin transactions and options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that are one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading 10  conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirements or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities 11  laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative 12  Kimberly Lindsay Bleck is a registered representative of PCS. Kimberly only receives compensation from B&A LLC. As a registered representative of PCS, Nicholas Edward Burkholder accepts compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither B&A LLC nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Kimberly Lindsay Bleck is a registered representative of PCS and supports Nicholas E. Burkholder, a registered representative of PCS. Kimberly only receives compensation from B&A LLC. B&A LLC always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of B&A LLC in such individual’s capacity as a registered representative. Kimberly Lindsay Bleck is an independent licensed insurance agent and supports Nicholas E. Burkholder, an independent licensed insurance agent. Kimberly only receives compensation from B&A LLC. B&A LLC always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of B&A LLC in connection with such individual's activities outside of B&A LLC. Nicholas Edward Burkholder is a registered representative of PCS and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. B&A LLC always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of B&A LLC in such individual’s capacity as a registered representative. Nicholas Edward Burkholder is an independent licensed insurance agent, and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. B&A LLC always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to 13  utilize the services of any representative of B&A LLC in connection with such individual's activities outside of B&A LLC. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections B&A LLC does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics B&A LLC has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. B&A LLC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests B&A LLC does not recommend that clients buy or sell any security in which a related person to B&A LLC or B&A LLC has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of B&A LLC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of B&A LLC to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. B&A LLC will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of B&A LLC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of B&A LLC to buy or sell securities before or after recommending securities to clients 14  resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, B&A LLC will never engage in trading that operates to the client’s disadvantage if representatives of B&A LLC buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on B&A LLC’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and B&A LLC may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in B&A LLC's research efforts. B&A LLC will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. B&A LLC will require clients to use Fidelity Brokerage Services LLC when possible. 1. Research and Other Soft-Dollar Benefits While B&A LLC has no formal soft dollars program in which soft dollars are used to pay for third party services, B&A LLC may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). B&A LLC may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and B&A LLC does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. B&A LLC benefits by not having to produce or pay for the research, products or services, and B&A LLC will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that B&A LLC’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals B&A LLC receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use 15  B&A LLC will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If B&A LLC buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, B&A LLC would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. B&A LLC would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for B&A LLC's advisory services provided on an ongoing basis are reviewed at least Semi-Annually by Nicholas E Burkholder, Managing Member & Chief Compliance Officer, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at B&A LLC are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Nicholas E Burkholder, Managing Member & Chief Compliance Officer. Financial planning clients are provided a one-time financial plan concerning their financial situation. After the presentation of the plan, there are no further reports. Clients may request additional plans or reports for a fee. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, B&A LLC’s services will generally conclude upon delivery of the financial plan. 16  C. Content and Frequency of Regular Reports Provided to Clients Each client of B&A LLC's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. Each financial planning client will receive the financial plan upon completion. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) B&A LLC does not receive any economic benefit, directly or indirectly from any third party for advice rendered to B&A LLC's clients. B. Compensation to Non – Advisory Personnel for Client Referrals B&A LLC may enter into written arrangements with third parties to act as solicitors for B&A LLC's investment management services. Solicitor relationships will be fully disclosed to each Client to the extent required by applicable law. B&A LLC will ensure each solicitor is exempt, notice filed, or properly registered in all appropriate jurisdictions. All such referral activities will be conducted in accordance with Rule 206(4)-3 under the Advisers Act, where applicable. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, B&A LLC will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Some clients may execute limited powers of attorney or other standing letters of authorization that permit the firm to transfer money from their account with the client’s independent qualified Custodian to third-parties. This authorization to direct the Custodian may be deemed to cause our firm to exercise limited custody over your funds or securities and for regulatory reporting purposes, we are required to keep track of the number of clients and accounts for which we may have this ability. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate any transfers that may have taken place within your account(s) each billing period. You should carefully review account statements for accuracy. 17  Item 16: Investment Discretion B&A LLC provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, B&A LLC generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, B&A LLC’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to B&A LLC. Item 17: Voting Client Securities (Proxy Voting) B&A LLC will not ask for voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. On an unsolicited basis at the client’s request, the firm will vote proxies for clients according to the policies established by the firm. The client’s interests will be considered first in all instances. Item 18: Financial Information A. Balance Sheet B&A LLC neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither B&A LLC nor its management has any financial condition that is likely to reasonably impair B&A LLC’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years B&A LLC has not been the subject of a bankruptcy petition in the last ten years. 18