Firm Description Established in 2020, Rosecliff Capital Advisory LLC (hereinafter referred to as “Rosecliff Capital”, “we,” “us,” or “our firm”) is a New York Limited Liability Company with its principal office located in New York, New York. Our Managing Member, sole owner, and Chief Compliance Officer is Michael Caso. As an investment adviser registered with the U.S. Securities and Exchange Commission, we are a fiduciary to you, our client, meaning we have a fundamental obligation to act and provide investment advice that is in your best interest. Should any material conflicts of interest exist that might affect the impartiality of our investment advice, they will be disclosed to you in this Wrap Fee Brochure. We urge you to review this Wrap Fee Brochure carefully and consider our qualifications, business practices and the nature of our advisory services before becoming our client. As of December 31, 2023, Rosecliff Capital managed approximately $26,387,608 Regulatory Assets Under Management (“RAUM”) on a discretionary basis. We sponsor a Wrap Fee Program, Rosecliff Capital Advisory Management Program, as described in this Wrap Fee Brochure. Our wrap fee accounts are managed on an individualized basis according to the client’s investment objective, financial goals, risk tolerance, etc. Individual investment strategies will be selected based upon the client’s investment goals, objectives, time horizon, liquidity needs, and risk tolerance. We provide recommendations on a broad variety of broad range of asset classes, including, but not limited to, equities (common stocks and equivalents), mutual funds, exchange traded funds, and fixed income instruments. Rosecliff Capital Advisory Program accounts are custodied with either Charles Schwab & Co., Inc. (“Schwab”) or Interactive Brokers, LLC (“Interactive Brokers”) (together the “Custodians”). The Custodians provide clearing, custody and other brokerage services for accounts established through the Rosecliff Capital Advisory Program. Therefore, you are required to establish brokerage account(s) through the Custodians. Separate accounts are maintained for you, and you retain all rights of ownership of your accounts (e.g., the right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). We manage investments on a discretionary basis. This means that once the advisor and client enter into an advisory agreement, the designated advisor will make the day-to-day decisions regarding the purchase and sale of securities without obtaining the client’s consent for each individual transaction. Clients must provide us with written authorization to exercise this discretionary authority. Discretionary authority is limited. We do not have access to client funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Clients have the ability to place reasonable restrictions on the types of investments that may be purchased in an account. Clients may also place reasonable limitations on the discretionary power granted to us so long as the limitations are specifically set forth or included as an attachment to the client agreement. (Please see Item 16, Investment Discretion, in the separate Rosecliff Capital Advisory LLC Disclosure Brochure for additional information concerning discretionary authority.) Our advisory services are offered through certain individuals who are affiliated with us as our investment adviser representatives (“Advisors”). Our advisory services are tailored to the needs of our clients based on their individual investment objectives, risk tolerance, cash or income needs, and any investment restrictions. Although we seek to accommodate any reasonable investment restrictions or guidelines set by our clients, we may decline to accommodate certain investment restrictions that are incompatible with our firms’ investment philosophy or that may have an adverse effect on our ability to manage your account. We manage each client account on an individualized basis. We enter into formal written agreements with our clients setting forth the terms and conditions under which we will provide our advisory services (the “Investment Management Agreement”). The Investment Management Agreement sets forth the scope of the services to be provided and the compensation we receive from the client for such services. The Investment Management Agreement may be terminated by either party in writing at any time by giving thirty (30) days signed written notice to the other party. Pursuant to the terms of the Investment Management Agreement with the client, we charge an annualized asset-based fee of up to 1.75% based on the client’s assets under management (“AUM”), taken quarterly in arrears. The single fee includes portfolio management, trading commissions, and custody services. Clients with assets held at The Custodians may elect to be billed directly from their account(s). Clients will receive a monthly statement delivered electronically and a paper quarterly statement mailed directly to them. These statements will have detail of the fees debited. Fees are accrued and based on the account's asset value as of the end of each business day. Fees for accounts opened at any time other than the beginning of a quarter are prorated based on the number of days remaining in the initial quarter. Termination The Investment Management Agreement

with our clients may be terminated by either party at any time upon thirty (30) days’ written notice. Upon termination of our status as the client’s investment adviser, we will not take any further action with respect to the client’s account(s) unless specifically notified by the client in writing. Clients will be responsible for instructing their custodian and monitoring their account for the final disposition of assets. Upon receipt of a proper notice of termination from the client, as described in the Investment Management Agreement, any earned unpaid fees will be billed on a pro-rata basis based on the amount of work performed by us up to the point of termination. For clients that pay in advance, we will calculate a pro-rata refund for the unearned portion (if any) of the fee. Prepaid and unearned fees are refunded within 30 days of the termination date. The Rosecliff Capital Advisory Management Program allows our clients to pay a specified fee for investment advisory services which includes the cost of execution of transactions. The advisory services may include portfolio management and/or advice concerning the selection of other advisors, and the fee is not based directly upon the transactions in the client’s account(s). We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we have an incentive to limit our trading activities in your account(s) because we are charged for executed trades. By participating in our wrap fee program, the Rosecliff Capital Advisory Program, you may end up paying more or less than you would through our non-wrap fee program, the Rosecliff Capital Advisory Program, where trade execution costs are passed directly to you by the executing broker. The fees that clients pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds, index funds and/or exchange traded funds (described in each fund’s prospectus) to their shareholders. The fees charged directly by mutual funds and exchange traded funds will typically include a management fee and other fund expenses. To fully understand the total costs associated with their investment portfolio, clients should review all the fees charged by mutual funds, exchange traded funds, our firm and others. Clients may incur charges imposed by third parties other than us in connection with investments made through the account including, but not limited to surrender charges, and IRA and qualified retirement plan fees. Additionally, clients may also pay any of the following separately incurred expenses, which we do not receive any part of: wire transfer fees, fees for account withdrawals posted by check, and taxes on brokerage accounts and securities transactions. These fees are not included within the wrap fee you are charged by our firm. Our wrap fee covers our advisory services and the brokerage services provided by Schwab (including custody of assets, equity trades, ETFs and agency transactions in fixed income securities). As a result, we have an incentive to execute trades for your account at Schwab. Our wrap fee does not cover all fees and costs. The fees not included in the wrap fee include charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (ie. Fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees (such as commission or markup) for trades executed away from (Schwab) at another broker- dealer, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. We do not recommend or offer the wrap program services of other providers. Our investment advisory representatives receive a portion of the advisory fee that you pay us, either directly as a percentage of your overall fee or as their salary from our firm. In cases where our investment advisory representatives are paid a percentage of your overall advisory fee, this may create an incentive to recommend that you participate in a wrap program rather than a non-wrap program (where you would pay for trade execution costs in addition to the standard fee) or brokerage account where commissions are charged. This is because, in some cases, we may stand to earn more compensation from advisory fees paid to us through a wrap fee program arrangement if your account is not actively traded. Schwab’s Brokerage Services In addition to the advisory services, the wrap fee program includes certain brokerage services of Charles Schwab & Co., Inc. (“Schwab”) a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA and SIPC. We are independently owned and operated and not affiliated with Schwab. Schwab will act solely as a broker-dealer and not as an investment advisor to you. It will have no discretion over your account and will act solely on instructions it receives from us [or you]. Schwab has no responsibility for our services and undertakes no duty to you to monitor our management of your account or other services we provide to you. Schwab will hold your assets in a brokerage account and buy and sell securities and execute other transactions when we [or you] instruct them to. We do not open the account for you. Fees We Pay Schwab: In addition to compensating Rosecliff Capital for advisory services, the wrap fee you pay Rosecliff Capital allows us to pay for brokerage and execution services provided by Schwab.