A. Portfolio Advisors, Inc., (the “Registrant”) was originally formed as a general partnership in 1990 and became a registered Investment Adviser Firm on November 30, 1990. On December 17, 2007, Registrant became a corporation formed in the State of California. The Registrant is owned by Tina Mistry, CFP, through the Ellis Family Trust. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, and pension and profit-sharing plans) investment advisory services and, to the extent specifically requested by the client, financial planning and consulting services. INVESTMENT ADVISORY SERVICES The client can determine to engage the Registrant to provide non-discretionary investment advisory services on a fee-only basis. The Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management. Registrant’s annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. For clients who do not have assets under Registrant’s management, Registrant may instead render financial planning and consulting services on a standalone fixed fee basis. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. If the client engages any professional (e.g., attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Registrant does not provide ongoing monitoring of previously-provided financial planning recommendations, and the client is free to accept or reject any recommendations made by Registrant. Unless otherwise agreed, the client remains exclusively responsible for implementation of any accepted recommendations. It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives in order to request a re-evaluation of Registrant’s previous recommendations and/or services. WEALTH.COM – ESTATE PLANNING When appropriate, Registrant can provide clients with access to the Wealth.com platform for various estate planning needs. Wealth.com is an unaffiliated third-party technology platform that provides a holistic estate planning solution allowing users to create, manage and administer estate plans. Wealth.com also provides an optional hybrid model where clients can start the process digitally, but still receive a bespoke human experience by consulting live with one of Wealth.com’s local estate planning attorney partners, for a fee. Registrant remains reasonably available to assist in the client’s use and navigation of the platform, and can receive read-only visibility into the client’s progress, but the client will retain exclusive responsibility for determining the specific data to be submitted and the specific estate planning services and documents sought. Registrant is not a law firm, Registrant’s representatives are not lawyers, and no aspect of Registrant’s services should be construed as legal services. PENSION CONSULTING SERVICES The Registrant also provides non-discretionary pension consulting services, pursuant to which it assists sponsors of self-directed retirement plans with the selection and/or monitoring of investment alternatives (generally open-end mutual funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. In addition, to the extent requested by the plan sponsor, the Registrant may also provide participant education designed to assist participants in identifying the appropriate investment strategy for their retirement plan accounts. The terms and conditions of the engagement shall generally be set forth in a Retirement Plan Consulting Agreement between the Registrant and the plan sponsor. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by a client, Registrant may provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. The Registrant does not serve as a law firm, accounting firm, or insurance agency, and no portion of Registrant’s services should be construed as legal, accounting, or insurance services. Accordingly, Registrant does not prepare estate planning documents, tax returns or sell insurance products. To the extent requested by a client, Registrant may recommend the services of other professionals for these purposes (e.g., attorneys, accountants, insurance agents, etc.). Clients are reminded that they are under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation made by Registrant or its representatives. If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot effect any account transactions without obtaining prior consent to such transaction(s) from the client. Thus, in the event that Registrant would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, the Registrant will be unable to effect the account transaction(s) without first obtaining the client’s consent. Retirement Rollovers. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in

a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If the Registrant recommends that a client roll over their retirement plan assets into an account to be managed by the Registrant, such a recommendation creates a conflict of interest if the Registrant will earn a new (or increase its current) advisory fee as a result of the rollover. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant. ERISA / IRC Fiduciary Acknowledgment. When Registrant provides investment advice to a client regarding the client’s retirement plan account or individual retirement account, it does so as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. The way Registrant makes money creates some conflicts with client interests, so Registrant operates under a special rule that requires it to act in the client’s best interest and not put its interests ahead of the client’s. Under this special rule's provisions, Registrant must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put its financial interests ahead of the client’s when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that Registrant gives advice that is in the client’s best interest;
• Charge no more than is reasonable for Registrant’s services; and
• Give the client basic information about conflicts of interest. Independent Managers. Registrant may recommend that a client allocate a portion of its investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to- day responsibility for the active discretionary management of the allocated assets. Registrant will continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. The factors Registrant considers in recommending Independent Manager(s) include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) shall be set forth in a written agreement between the client and the engaged Independent Manager(s) and such fee is separate from, and in addition to, Registrant’s advisory fee as set forth in Item 5. Dimensional Fund Advisors. Mutual funds issued by Dimensional Fund Advisors (“DFA”) are generally only available through select registered investment advisers. As one such select registered investment adviser, Registrant may allocate client investment assets to DFA mutual funds. Upon the termination of Registrant’s services to a client, restrictions regarding transferability and/or additional purchases of, or reallocation among, DFA funds will apply. Periods of Portfolio Inactivity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Cash Positions. Registrant considers cash and cash equivalents (e.g., money market funds, etc.) are a material component of an investor’s asset allocation. Therefore, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the Registrant may maintain cash and cash equivalent positions for defensive, liquidity, or other purposes. Unless otherwise agreed in writing, all such cash positions are included as part of assets under management for purposes of calculating the Registrant’s advisory fee. Clients are advised that, at any particular time, the fee charged by Registrant for advisory services may exceed the yield earned on cash and cash equivalent positions. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other designated professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Disclosure Statement. A copy of Registrant’s written disclosure statement as set forth on Part 2 of Form ADV shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2023, the Registrant had $206,237,451 in assets under management on a non-discretionary basis.