Clearwell Advisors, LLC is an investment advisory firm based in Tampa, Florida that provides wealth management services, which includes financial planning, advisory services, and discretionary and/or non- discretionary investment management of investments and investment portfolios. In providing these services, Clearwell Advisors works closely with clients to develop a clear strategy and playbook to accomplish each client’s goals balanced by risk management. The Firm considers business ownership, estate plans, family succession, tax strategy, charitable giving objectives, future commitments, and ambitions to construct a customized plan for each client. Clearwell Advisors provides informed investment services specific to the client’s plans, specific circumstances, and objectives. Clearwell Advisors, LLC was formed in 2019 and is principally owned by Douglas J. Free and Ryan D. Cortner. As of February 29, 2024, Clearwell Advisors had approximately $362 million in regulatory assets under management, managed on a discretionary basis. The firm operates its investment advisory business under the name Clearwell Advisors, LLC, and under the trade name “Clearwell Group”. Historically, the owners and many of the personnel that constitutes the Firm operated within Clearwell Family Office (“CFO”) and provided investment advisory services and other services to members of a family, various related trusts, charitable foundations, pooled investment vehicles, and certain key employees of CFO (together the “FOCs”). As part of the business initiative to offer investment advisory services to investors not only affiliated with CFO, all CFO investment advisory operations have been consolidated into the Firm, and the Firm has registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Douglas J. Free is the owner and founder of CFO, and Ryan D. Cortner was a key employee and managed investments for the CFO. Prior to Clearwell Advisors rendering advisory services, clients are required to enter into one or more written agreements with Clearwell Advisors setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Wealth Management Services The Firm provides clients with wealth management services, which includes financial planning, advisory services, and discretionary and/or non-discretionary investment management of investments and investment portfolios. Investment Management Clearwell Advisors manages equity focused investment portfolios and asset allocation strategies that target diversification within equities across large, mid, and small cap equities, and across factor styles such as quality, growth, and value. Allocations include both domestic and international strategies. Clearwell Advisors direct portfolio management strategies include investments in exchange-traded funds (“ETFs”), mutual funds, bonds, individual debt and equity securities, and other instruments. In addition, after performing investment manager, product, and strategy due diligence, Clearwell recommends certain third-party investment managers to complement a client’s portfolio under a manager of managers model. Clearwell Advisors is independently owned and operated and is not affiliated with any third-party investment manager. Third party investment managers are selected across assets classes such as venture capital, public and private equities, credit, real estate, fixed income, hedge funds and other alternative strategies. Direct fixed income and cash management strategies are also utilized depending on each client’s goals. The Firm offers a direct private equity investment platform to clients that is focused on control equity investments in companies primarily located in the southeastern United States. The Firm and an affiliate of the Adviser, Clearwell Fund Management, LLC, sponsors pooled vehicles engaged in private equity investments and other types of investments. Clearwell Advisors at times recommends that eligible clients invest in privately placed investments, which may include debt, equity, and/or interests in pooled investment vehicles

(e.g., limited liability corporations, privately placed international and specialty equity managers, hedge funds, and private equity funds). The Firm offers a direct private real estate investment platform to clients that is focused on investments in commercial, industrial, and multi-family residential properties with a strong preference for opportunities in the southeastern United States. An affiliate of the Adviser, Clearwell Fund Management, LLC, sponsors pooled vehicles engaged in real estate investments and real estate property development. These investments are exempt from registration by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. Each pooled vehicle is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and is exempt from registration as an “investment company” pursuant to Section 3(c)(5) and Section 3(c)(6) of the Investment Company Act. Section 3(c)(6) is available for companies engaging, directly or indirectly through majority-owned subsidiaries, in a business described under Section 3(c)(5) of the Investment Company Act. Section 3(c)(5) exempts from registration entities primarily engaged in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” Clients are advised that a conflict of interest exists for the Firm to recommend that clients invest in a pooled vehicle sponsored by a Firm affiliate. A Firm affiliate and Firm employees are often also investors in such pooled vehicles. Each pooled vehicle’s governing documents describe the investment objectives, terms, conflicts, and other important disclosures, and each investor is encouraged to review these documents before investing. The Firm provides advice on other private equity, real estate investments, and real estate development projects as part of the advisory services. Where appropriate, the Firm also provides advice about legacy positions and other investments held in client portfolios. Clearwell Advisors tailors its portfolio management services to meet the needs and objectives of individual clients and seeks to ensure that clients’ portfolios are managed in a manner consistent with those needs and objectives. Clearwell Advisors consults with each client on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints, and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Clearwell Advisors if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Clearwell Advisors determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Financial Planning and Advisory Services Clearwell Advisors offers clients a range of financial planning and investment advisory services, which includes the following:
• Portfolio & Security Analysis
• Asset Allocation Strategies
• Investment Manager Due Diligence
• Investment Consulting
• Real Estate Investment Deal Sourcing and Due Diligence
• Business Planning
• Retirement Planning
• Risk Management
• Cash Flow Forecasting Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage Clearwell Advisors or its affiliates to provide (or continue to provide) services for compensation, including financial planning and advisory services. Clients retain absolute discretion over all decisions to engage and are under no obligation to act upon any of the recommendations made by Clearwell Advisors under a financial planning or advisory engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any changes in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Clearwell Advisors’ recommendations and/or services.