EWA, LLC (the "Company," "we" and/or the "firm") is a Delaware limited liability company founded in 2020 with its principal place of business in Pennsylvania. The Company is newly registered with the Securities and Exchange Commission (the "SEC"). We will also do business under the trade names "Equilibrium Wealth Advisors" and "EWA." Matthew Blocki is the majority owner of the Company. Jamison Smith, Stephanie Bogden, and Nick Stonesifer have a minority percentage ownership interest in the Company. The specific ownership is set forth in the Company's Form ADV Part 1 (Schedule A) on file with the SEC. Wrap Fee Program Wrap fee programs offer services for one all-inclusive fee, subject to limited exceptions. EWA sponsors and is the portfolio manager for a wrap fee program held at either National Financial Services LLC, and Fidelity Brokerage Services LLC (together with all affiliates, "Fidelity") or Charles Schwab & Co., Inc. (“Schwab”). Both Fidelity and Schwab are independently owned and operated, and have no affiliation with EWA, and neither acts as a sponsor or portfolio manager of the wrap fee program. Except as provided below, the Company offers its wrap fee program to all discretionary asset based advisory clients who (1) custody their assets and establish a brokerage account with Fidelity, and (2) pay an advisory fee based on a percentage of assets under management with the Company. Investment opportunities for wrap fee accounts do not materially differ from those for non-wrap fee accounts. Clients who do not custody their investment assets or establish accounts with Fidelity are not eligible to participate in the wrap fee program. Thus, clients who custody their assets at a broker-dealer or use a broker-dealer other than Fidelity shall be responsible for all custody fees charged by the other custodian, and shall be responsible for all broker-dealer fees, including execution and clearing fees, and transaction fees associated with transactions in their accounts. This program is not designed or expected to be a profit center for the Company. The program allows our clients to pay a specified fee for investment advisory services and the execution of transactions. The fee is bundled with our costs for executing transactions in your account(s). This may result in a higher advisory fee to you. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we may have an incentive to limit our trading activities in your account(s) because we may be charged for executed trades. By participating in a wrap fee program, you may end up paying more or less than you would through a non-wrap fee program where a lower advisory fee is charged, but trade execution costs are passed directly through to you by the executing broker. Based on the amount of assets out clients place under management with us and custody at Fidelity and the nature of the security on which a transaction is being made, we may be charged no or reduced transaction fees for executing transactions in clients' accounts. The program is intended to comply with Rule 204-3 of the Investment Adviser Act of 1940, as amended, and Rule 3a-4 under the Investment Company Act of 1940, as amended. Investment Advisory Services The Company offers continuous and ongoing investment advice and portfolio management services. Our advice and services are tailored to meet our client's individual needs, life circumstances and investment goals. We have discussions with the client to determine the client's investment objectives, risk tolerance, time horizons and liquidity needs. We use the information we gather to create an individualized investment portfolio for the client. We may allow clients to impose reasonable restrictions and guidelines on investing in certain securities, types of securities or industry sectors. We expect all such restrictions to be timely communicated to us. Client restrictions and guidelines may negatively affect investment performance. We also expect clients to inform us of any changes to their financial circumstances, investment objectives or risk tolerance, or of any modifications or restrictions that should be imposed on the management of the client's account. In this manner, we can better serve our clients' needs. Account management and supervision is guided by the client's investment portfolio and market conditions. We manage clients' investment accounts on a discretionary basis. Once we construct an investment portfolio for a client, we will monitor the portfolio's performance on an ongoing and continuous basis, unless otherwise agreed, and will adjust and reallocations as necessary due to changes in market conditions and the client's circumstances as communicated to us. For our discretionary asset management services, the Company will receive a limited power of attorney to effect securities transactions on behalf of a client. Pursuant to an agreement with a client, we may agree to limitations on our discretionary authority. Such limitations would not be typical, however. We explore different types of investment options and strategies in the design of a client's customized investment portfolio. Our investment recommendations are not limited by any specific product or service offered by a broker-dealer or custodian. These recommendations will generally include, but not necessarily be limited to, security types from the following list:
•Mutual fund shares
•Exchange traded fund shares
•Public securities
•Separately managed accounts
•Money market funds and other cash instruments
•Debt securities Each type of security has its own unique set of risks associated with it, and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Because some types of investments involve certain additional degrees of risk, they will only be recommended and implemented when consistent with the client's investment portfolio. Although we may discuss private equity securities with a client and review private placement memorandums at the client's request, we will not make specific recommendations as to whether a client should buy, sell or hold private equity securities. Direct Indexing This program is generally for non-qualified accounts only and will consist of directly holding individual stock positions that make up an index instead of using a mutual fund or an ETF to track the underlying index. A direct indexing fee is assessed in lieu of internal expenses associated with index mutual funds and ETF’s. Brokerage Services In addition to the advisory services, the wrap fee program includes certain brokerage services provided by Fidelity or Schwab. Both Fidelity and Schwab are FINRA/SIPC member broker/dealers registered with the SEC. EWA is an unaffiliated, independently owned and operated separate legal entity. Fidelity or Schwab will only act in the capacity of a broker/dealer only, not an investment advisor. Schwab will have no discretionary authority and will only act based on instructions from EWA or the client. Schwab is not responsible for the services offered by EWA and does not monitor or supervise EWA. Schwab will hold your assets in a brokerage account and buy and sell securities and execute other transactions when instructed by EWA or the client. The custodian does not open the account for clients. Advisory Wrap Fees The Company's fee for our investment advisory services will be charged as a percentage of assets under management with us, according to the following schedule: Assets Under Management Annual Fee Rate $0 to 500,000 $500,001 to $1,000,000 1.4% 1.0% $1,000,001 to $3,000,000 .80% $3,000,001 to $10,000,000 .60% $10,000,001 to $20,000,000 $20,000,001 to $50,000,000 More than $50,000,000 .50% .40% .30% In addition to compensating EWA for advisory services, the wrap fee allows EWA to pay for brokerage and execution services provided by the broker/dealer. EWA does not charge clients a higher fee based on trading activity but EWA has an incentive to limit trading in an account to reduce the trading costs, which is a conflict of interest. A wrap fee is not based directly on the number of transactions. Various factors influence the relative cost, including the cost of the investment advice, custody and brokerage services if you purchased them separately, the type of investment held in your account, and the frequency, type and size of trades in your account. The program could cost more or less than purchasing investment advice and custody/brokerage services separately. Fees and Costs not Included The wrap fee does not cover all fees and costs. The fees do not include charges directly imposed by mutual funds, index funds, or exchange traded funds, which are disclosed in the fund’s prospectus (i.e.. Fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees such as commissions or mark-ups for trades executed away from and another broker/dealer, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. American Depository Receipt (ADR) Fees An American Depositary Receipt (ADR) is a negotiable certificate issued by a U.S. depositary bank representing a specified number of shares, usually one share, of a foreign company's stock. ADRs offer U.S. investors a way to purchase stock in overseas companies that would not otherwise be available. ADR pass-through fees are assessed quarterly by the local ADR agent to cover administrative and other costs for maintaining the ADR program. These fees are outlined in each security’s prospectus. These fees are not calculated by custodian, they are simply received and

passed through to the investor, not included in the wrap fee. Fees for the direct Indexing program are as below: Amount Invested Annual Fee Rate Up to $5,000,0000.40% $500,001 - $1,000,0000.35% $1,000,00 1 - $3,000,000 0.
30% $ 3,000,001 - $10,000,000 0.
25% $ 10,000,001 - $20,000,000 $20,000,001 - $50,000,000 Above $50,000,001 0.20% 0.15% 0.10% Although the Company has established the above fee schedule, we may negotiate other fee schedules depending on the size of the account, type of account, the level of client service required and other factors we consider relevant, including timing of client relationship. The specific annual fee being charged to the client will be set forth and identified in an agreement between the Company and that client. Asset based fees are always subject to the management agreement between the client and the Company. Fees are charged quarterly in advance based on the market value of the client's account(s), generally as determined by the custodian, on the last business day of the quarter; provided, however, that for the initial quarter the client engages in the Company, fees are charged on a pro-rated basis in arrears based on the market value of the client's account(s), generally as determined by the custodian, on the last business day of the initial quarter. For partial quarters, fees are pro-rated. All unearned fees will be refunded to the client in the event the client terminates our services. Unless other arrangements are made, fees are directly debited from a client's account(s), and each client is required to provide the qualified custodian of the client's account(s) written authorization to deduct the fees described. Cash and assets which are invested in shares of mutual funds and exchange-traded funds are included in the calculation of the value of the client's assets under management with us for purposes of computing our fee. Cash and money market accounts are also included in the computation. A client's margin balance is typically included when calculating assets under management with us. This will be in addition to any margin interest being paid by the client. The custodian sends the client a statement, at least quarterly, indicating the amount of our fees and all amounts disbursed from the account to the Company for our fees. The client is responsible for verifying the accuracy of the fee calculation, as the custodian will not verify the calculation. Payment of fees may result in the liquidation of client's securities if there is insufficient cash in the client's account(s). The above advisory fees include charges for all custody costs, if any, all execution costs, trading costs, exchange fees, clearing costs, and transaction fees associated with the wrap fee accounts custodied at Fidelity, mutual fund fees, and ETF fees. The above advisory fees may include costs for transactions placed by a third-party manager, mark-ups and mark-downs, odd lot differentials, IRA maintenance fees assessed by Fidelity, American Depository Receipt agency processing fees, any short- term trading penalty assessed by Fidelity, and alternative investment fees and specialized asset fees otherwise chargeable by custodian to custody a specific asset; provided, however, that if the Company is not covering these charges, that will be set forth in the agreement with the client. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in a wrap fee account, the overall fees and charges borne by the client over time could be more or less that what these fees and charges would be in the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we may have an incentive to limit our trading activities in your account(s) because we may be charged for executed trades. By participating in a wrap fee program, you may end up paying more or less than you would through a non-wrap fee program where a lower advisory fee is charged, but trade execution costs are passed directly through to you by the executing broker. Based on the amount of assets out clients place under management with us and custody at Fidelity and the nature of the security on which a transaction is being made, we may be charged no or reduced transaction fees for executing transactions in clients' accounts. However, the Company has a duty to select investments and strategies which serve its clients' best interests. Other Fees and Expenses All fees paid to the Company are separate and distinct from fees and expenses charged by any private placement, pooled investment vehicle, and/or real estate investment trust. The fees for private placements, pooled investment vehicles and/or real estate investment trusts are described in the confidential offering memoranda, subscription documents and/or trusts for each respective private placement and pooled investment vehicle. These fees will generally include management fees, various expenses and a possible distribution fee. There may also be an initial or deferred sales charge assessed against the client. These fees are not included in the wrap fee. Compensation No person recommending the wrap fee program to the client receives compensation as a result of the client's participation in the program. As such, there are no conflicts of interest in that there are no commissions paid for selling or recommending the program. The Company is not paid any sales, service or administrative fees for the sale or mutual funds, individualized securities or other investment products. General Information An investment management agreement may generally be terminated at any time, by us or the client, for any reason upon prior written notice. The timing is specified in the client management agreement between the Company and the client. In addition, if a client receives this Brochure at the time the client enters into the investment management agreement, the client has the right to terminate the agreement within 5 business days after entering into it by giving written notice of such termination to Company without penalty or fees of any kind. The Company will not take custody or possession of client funds or securities at any time. If the Company directly debits advisory fees directly from the client's account(s) or has a standing letter of authorization to effectuate certain third-party transfers from the client's account(s), we may be deemed to have custody of the account under applicable law. The Company has a fiduciary duty to all its clients and will put the client's best interests first. All conflicts of interests should be disclosed to the client. Clients should be aware that similar advisory services may or may not be available from other investment advisors for similar or lower fees. The benefits under a wrap fee program depend, in part, upon the size of the account, the costs associated with managing the account, and the frequency or type of securities transactions executed in the account. For example, a wrap fee program may not be suitable for all account, including but not limited to accounts holding primarily, and for any substantial period of time, cash or cash equivalent investments, fixed income securities or no- transaction fee mutual funds or any other type of security that can be traded without commissions or other transaction fee. In order to evaluate whether a wrap fee arrangement is appropriate, compare the agreed-upon wrap program fee and other associated costs with participating in a Wrap Fee Program with the amounts that would be charged by other advisors, broker/dealers and custodians for advisory services, brokerage execution costs and custodial services comparable to those provide under the Wrap Fee program. Conflicts of Interest When managing a client’s account on a wrap fee basis, EWA receives as compensation, the balance of the total wrap fee after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, EWA has a conflict of interest because of a financial incentive to maximize compensation by seeking to reduce or minimize the total costs incurred in the account. Many custodians have eliminated commissions (transaction fees) for online trades of US equities, ETFs and options (subject to a per contract fee). This means that, in most cases, when EWA buys and sells these types of securities, EWA will not pay any commissions. Clients are encouraged to review the custodians pricing guide to compare the total costs of entering into a wrap fee arrangement verses a non-wrap fee arrangement. If a client chooses to enter a wrap fee arrangement, the total cost to invest could exceed the cost for paying brokerage and advisory fees separately. For example, to see the transaction costs for a non-wrap fee account held at Schwab, see the most recent pricing schedule at schwab.com/aspricingguide. Client Assets under Management The Company currently has $408,115,720 discretionary of assets under management and $0.00 of non- discretionary assets as of 02/26/2024.