Clearwell Advisors LLC

Item 5. Fees and Compensation

      Clearwell Group offers investment advisory services on a fee basis, which include fees based upon assets
      under management and/or advisement, as well as fixed fees. Clients are advised that comparable services
      may be available from other sources for lower fees.

      Wealth Management Fees

      The Firm receives fees for Financial Planning, Advisory services and for Investment Management services.
      These fees can be bundled or separately assessed and will be specified in each client’s advisory agreement
      with the Firm.

      Financial Planning & Advisory Fees

      Clearwell Group charges fixed fees for providing financial planning and certain advisory services. The
      Firm’s fees for these services may also be included in the Firm’s asset-based fee for overall wealth

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 Disclosure Brochure                                                               Clearwell Group

      management services, as described above. The terms and conditions of the financial planning and/or
      advisory engagement are set forth in the Advisory Agreement. All Wealth Management Fees are subject
      to negotiation.

      Investment Management Fees
      Investment management fees are based on the amount of assets in client accounts under management
      including cash and accruals and if applicable certain held-away assets under advisement.
      The Firm’s standard Investment Management fee schedule for SMA accounts is as follows:

                         INVESTMENT MANAGEMENT FEE SCHEDULE (ANNUAL RATES)

                         1% of the first $10,000,000 of market value plus

                         0.60% of the additional market value balance of the account.

      Investment management fees are charged quarterly in advance, based upon the market value of the assets
      including cash and accruals being managed by Clearwell Group, on the last day of the previous quarter. In
      the event the advisory agreement is terminated, the fee for the final billing period is prorated through the
      effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded
      to the client, as appropriate. All fees are subject to negotiation and certain clients are under a different fee
      agreement than the standard schedule detailed above. Clients may elect to be billed directly for fees or to
      authorize Clearwell to directly debit fees from client accounts.
      With respect to private pooled investment vehicles, the Firm or an affiliate receives management fees borne
      by the investors in the pooled vehicle, and if different than the Investment management fee under the
      advisory agreement, are detailed in the pooled vehicle’s governing documents. Apart from management
      fees, in certain instances, the Firm or affiliate is eligible to receive a carried interest allocation from certain
      pooled vehicles as detailed in the governing documents. This carried interest constitutes a share of the
      pooled vehicle’s net investment profits. The managing member holds the discretion to waive or reduce both
      management fees and carried interest for some or all of the investors, as outlined in the governing
      documents. Each pooled vehicle also bears organizational expenses and professional fees. Investors are
      encouraged to review these governing documents before making an investment in a pooled vehicle.
      Fee Discretion
      Clearwell Group may, in its sole discretion, negotiate to charge a lesser fee (or no fee) to clients and investors
      in pooled vehicles based upon certain criteria, such as anticipated future earning capacity, anticipated future
      additional assets, dollar amount of assets to be managed, family and related accounts, account composition,
      pre-existing/legacy client relationship, account retention and other considerations.

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 Disclosure Brochure                                                             Clearwell Group

      Additional Compensation, Fees, and Expenses

      With certain private equity investments, Clearwell Group or an affiliate receives compensation directly
      from portfolio companies in the form of monitoring fees, transaction fees, and exit fees. This compensation
      will be paid to the firm from the portfolio company held in a private pooled vehicle. Fee arrangements vary
      depending on the terms negotiated with each portfolio company. The potential to receive monitoring fees
      or other compensation from portfolio companies creates a conflict of interest. Please review Item 10. Other
      Financial Industry Activities and Affiliations for additional information regarding these conflicts.
      In addition to the advisory fees paid to Clearwell Group, investors and clients also incur certain charges
      imposed by other third parties, such as broker-dealers, custodians, trust companies, banks, investment
      managers, and other financial institutions (collectively “Financial Institutions”). These additional charges
      include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative
      assets, reporting charges, margin costs, charges imposed directly by a mutual fund or ETF in a client’s
      account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses),
      deferred sales charges, investment management fees, transfer taxes, wire transfer and electronic fund fees, and
      other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are
      described further in Item 12, below.

      Direct Fee Debit

      Clients provide Clearwell Group with the authority to directly debit their accounts for payment of the
      investment advisory fees. The Financial Institutions that act as qualified custodians for client accounts,
...

Item 7. Types of Clients

      Clearwell Group primarily offers investment advisory services to high-net-worth individuals and business
      owning families, trusts, estates, charitable organizations, corporations, limited liability companies, and
      other partnerships, pooled investment vehicles and other business entities.

      Minimum Account Value

      To initiate and sustain an investment management relationship, Clearwell Group generally recommends a
      minimum portfolio value of $10,000,000. Clearwell Group may in its sole discretion, accept clients with
      smaller portfolios based upon certain criteria, including anticipated future earning capacity, anticipated

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 Disclosure Brochure                                                             Clearwell Group

      future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-
      existing client relationships, account retention, and other activities. Clearwell Group accepts clients with
      less than the minimum portfolio size if the Firm determines the smaller portfolio size will not cause a
      substantial increase of investment risk beyond the client’s identified risk tolerance. Clearwell Group can
      aggregate the portfolios of clients’ family members to meet the minimum portfolio size.