About the Firm We are an investment adviser registered with the SEC since April 2006. We are a limited liability company organized under the laws of Kansas. We are wholly owned by Mariner Wealth Advisors, LLC (referred to herein as “MWA”). MWA Midco, LLC (“Midco”) is the manager of MWA. MWA Holdco, LLC (“Holdco”) is the manager of Midco. Holdco is owned by 1248 Holdings, LLC ( “1248”), the Martin C. Bicknell Revocable Trust dated August 7, 1996, as amended and restated, and GEI VIII MW Aggregator LLC (“MW Aggregator”). We are headquartered in Overland Park, Kansas with offices as of the date of this filing in Alabama, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New Mexico, New York, North Carolina, , Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. Investment Advisory Services We provide personal financial planning, reporting, consulting, and investment advisory services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and business entities. We employ a variety of investment strategies when constructing a client’s portfolio. In addition to our traditional investment management activities, we also serve as the manager of certain pooled investment vehicles. We generally offer our investment management and advisory services for a fee based on assets under management or advisement as further described in the agreement with the client. In certain cases, we provide financial planning, reporting and/or consulting services for an additional fee, which can be a percentage of assets under advisement, based on the client’s net worth or a flat or hourly rate. Typically, when providing investment advisory services, we have full discretion to select securities to buy and sell for a client’s account. Client accounts are tailored to address the specific goals, objectives and constraints of each client. We consider a range of factors that can impact the investment management process, including risk tolerance, investment time horizon, current and future cash needs and such other circumstances deemed relevant. We provide these services under the nonexclusive safe harbor from the definition of an investment company for programs that provide discretionary investment advisory services to clients under 17 CFR 270.3a4. We usually do not allow clients to impose restrictions on investing in certain securities or types of securities due to the level of difficulty this would entail in managing their account. We will accept investment restrictions from clients if the restrictions do not hinder our ability to execute our investment strategies. We also provide our clients with access to third-party managers (each a “third-party manager”), including managers in which MWA or a related entity holds an ownership stake as well as managers of private funds that are affiliated with, but operationally independent of, the Firm. This service provides clients access to a wide range of investment opportunities and asset classes, including international equities, emerging market equities, global fixed income, high-yield fixed income, private equity, commodities, hedge funds, digital assets, structured notes and real assets. By combining third-party managers with our experienced in-house resources, we seek to optimize our customized portfolio management capabilities for clients. Unless otherwise set forth in the third-party manager’s agreement, the third-party manager shall have discretionary authority for the day-to-day management of the assets that are allocated to it by the Firm or the client. The third- party manager shall continue in such capacity until such arrangement is terminated or modified by the Firm. For certain accounts, the Firm utilizes private funds (including through access to a platform which provides access to various alternative investments), third-party providers of unified managed accounts, separately managed accounts and model programs to access third-party money managers. The Firm also acts as a sub-advisor to other registered investment advisors, broker- dealers, banks and other financial intermediaries. The Firm’s Investment Committee, led by the Chief Investment Officer and supported by the investment team, is generally responsible for overseeing the due diligence process on prospective investment strategies, managers and products that are made available for investment in a client’s portfolio. The Firm’s Private Investments Committee generally approves private equity, private real estate, private credit, hedge funds and other illiquid pooled investment vehicles available for investment in a client’s portfolio. The Firm may also approve certain other alternative strategies for use in clients’ portfolios. A client’s wealth advisor works with the client to understand the client’s objectives, goals, risk tolerance, constraints and other relevant criteria, and to develop an appropriate portfolio for the client. As a general matter, the wealth advisor will determine the specific investments to utilize in a client’s portfolio. The Firm also maintains an internal portfolio management team, which wealth advisors may leverage in developing client portfolios. Notwithstanding the foregoing, a limited number of wealth advisors may include in client portfolios investments and strategies not approved in the manner described above, subject to oversight by senior investment professionals. In addition, with respect to the legacy clients of certain investment advisory business acquired by the Firm, the portfolios of such legacy clients may temporarily contain investments and strategies not approved in the manner described above as the legacy clients are transitioned and integrated to the Firm. The Firm also participates as a portfolio manager in WRAP and/or Managed Account programs offered by unaffiliated registered investment advisers and/or broker dealers. The Firm does not sponsor any WRAP or Managed Account programs. A full list of the WRAP programs in which the Firm participates as a manager are listed in Section 5.I.2 of the Firm’s ADV Part 1, a copy of which is available on the SEC website or upon request. WRAP program clients typically enter into an investment advisory agreement with the sponsor, and the sponsor enters into an agreement with the Firm to provide portfolio management services to the WRAP program. In these circumstances, the sponsor is responsible for analyzing the financial needs of each particular WRAP program client and determining whether the Firm’s portfolio management services are suitable for that client. WRAP program clients generally do not pay an investment advisory fee directly to the Firm; instead, the sponsor pays the Firm’s advisory fee out of the proceeds of the “wrap fee” that the clients pay to the sponsor. With some exceptions, WRAP program accounts are managed by the Firm in a manner that is generally similar to certain separately managed account clients. If a client receives investment management services from the Firm through a WRAP or Managed Account program, the client should refer to the WRAP brochure provided by the sponsor for important information concerning the program. The Firm follows trading practices in accordance with the client agreement, seeking best execution. This means that trades may be executed away from the sponsor-designated broker-dealer, resulting in additional fees. Financial Planning and Consulting To the extent specifically requested, the Firm will provide financial planning and/or consulting services (including investment and non-investment related matters, such as estate planning, insurance planning, education savings, tax consulting and preparation, divorce, etc.). Financial planning and consulting services are typically provided as part of the Firm’s investment advisory services, however, the Firm may charge an additional fee for such services depending on the level of service provided and other considerations deemed relevant by the Firm in its sole discretion. The Firm will also provide financial planning and consulting services on a stand-alone basis. Prior to engaging the Firm to provide these services and to the extent a client has not entered into an investment advisory agreement (also referred to as an investment management agreement) with the Firm, clients are generally required to enter into a Financial Planning or Consulting Agreement with the Firm setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to the Firm commencing services, if applicable. The Firm provides coaching and financial planning services to individuals who are employed by companies who are utilizing the Financial Wellness Platform offered through our affiliate, Mariner Financial Wellness. These employees become our clients and receive access to the (general) advisory and financial planning services offered through the platform for the duration of their employer’s subscription. The Financial Wellness Platform provides educational resources and tools for financial wellness and goal-setting as well as access to one-on-one Financial Wellness Coaching with one of our advisors. Please Note: While certain investment adviser representatives of the Firm are licensed attorneys, they do not provide legal services to the Firm’s clients in their capacity as an IAR and no attorney- client relationships exist. If an associate does practice outside of the Firm, this is considered an outside business activity and monitored as such. Core Family Office (“CFO”) Services To the extent specifically requested, the Firm offers Core Family Office (“CFO”) Services along with other services or independently, which includes the assistance with bill or invoice payments. Within the online platform(s) we use, we are typically designated as administrator which gives us the authority and ability to categorize and approve bills, authorize and schedule payments, and control user access (such as adding and deactivating users on the account) depending on the scope of services selected. CFO Services may include: banking, paying bills, record keeping, reporting, and payroll. Tax Compliance, Planning, Preparation and Consulting To the extent specifically requested by a client, we provide coordinated tax compliance, planning, preparation and consulting services (collectively referred to as “tax services”) to investment advisory clients as an integrated part of our investment advisory services. We also provide tax services on a stand-alone basis, pursuant to a separate tax engagement agreement, to individuals, businesses and family offices. The Firm’s tax planning practice includes employees who are certified public accountants (CPAs) with backgrounds in complex tax matters as well as enrolled agents (EAs), who are federally authorized tax practitioners with technical expertise in the field of taxation and are qualified to represent taxpayers before all administrative levels of the Internal Revenue Service for audits, collections and appeals. Although the Firm is a registered investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”), the Firm is not serving in a fiduciary capacity in its provision of stand-alone tax services and will not provide ongoing investment advisory services with respect to stand-alone tax clients’ assets or accounts. For clients who receive tax services on a stand-alone basis, we may recommend the Firm be retained as their investment adviser pursuant to a separate investment advisory agreement; however, such clients are under no obligation to do so. The Firm may also recommend the services of other, non- affiliated professionals to provide tax services. Our clients are under no obligation to engage the services of any such recommended professional. It is solely up to our clients as to whether they accept or reject any recommendation made by the Firm. Please Note: Our clients agree that, if any dispute arises between our client and any other professional recommended by the Firm, they will seek recourse exclusively from and against the engaged qualified professional. Please Note: While certain investment adviser representatives of the Firm are licensed CPAs or EAs, they are not responsible for providing tax services unless the client’s Agreement with the Firm specifically sets forth that such tax services will be provided. The Firm typically charges an additional or separate fee for tax services. Retirement Plan Consulting and Management Services We provide consulting and advisory services for employer-sponsored retirement plans that are designed to assist plan sponsors of employee benefit plans. Generally, such retirement plan consulting and advisory services consist of managing, or otherwise advising sponsors in establishing, selecting, monitoring, removing and/or replacing, the investment options under the plan, consistent with the objectives, written guidelines and/or investment objectives set forth in the written investment policy statement adopted by the plan sponsor. As the needs of the plan sponsor dictate, the Firm offers the following areas of management or advisement: plan investment options, asset allocation, plan structure, participant education, and managing model portfolios. When providing consulting and/or management services to plan sponsors of employee benefit plans, plan participants should not assume that general informational materials or educational sessions devised and/or provided by the Firm on behalf of the plan serves as the receipt of, or as a substitute for, personalized investment advice from the Firm, or from any other investment professional. To the extent that any participant requires initial or ongoing personalized investment advice, he/she is encouraged to consult with the investment professional of his/her choosing. In addition to the services described above, the Firm may also provide discretionary advisory services to client accounts that are governed by the Employment Retirement Income Security Act of 1974, as amended (“ERISA”). Retirement plan investment advisory services shall be in compliance with the applicable state law(s) regulating retirement plan advisory services. This applies to client accounts that are plans governed by ERISA. If the client accounts are part of the plan, and we accept appointments to provide our services to such accounts, we acknowledge that we are a fiduciary within the meaning of section 3(21) of ERISA (but only with respect to the provision of services described in the applicable agreement). We emphasize continuous and regular account supervision. Once the appropriate plan investments have been determined, we review the plan investments at least annually and if necessary, provide advice to or otherwise add, replace or remove investment options based upon the plan sponsor’s objectives, written guidelines and/or investment objectives. Our Fiduciary Acknowledgement When we provide investment advice to you regarding your retirement plan account or IRA, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or Section 4975 of the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice)
• Never put our financial interests ahead of yours when making recommendations (give loyal advice)
• Avoid misleading statements about conflicts of interest, fees, and investments
• Follow policies and procedures designed to ensure that we give advice that is in your best interest
• Charge no more than is reasonable for our services
• Give you basic information about conflicts of interest For purposes of this special rule, covered “plans” include 401(k), 403(b), profit sharing, pension and all other plans that are subject to ERISA, together with tax-qualified retirement plans under the Code (even if not subject to ERISA) such as Solo 401(k) and “Keogh” plans. “IRAs” subject to the special rule include both traditional and Roth IRAs, individual retirement annuities, health savings accounts, Archer medical savings accounts and Coverdell education savings accounts. Participant Account Management (Discretionary) We use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of client funds since we do not have direct access to client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the client allowing them to connect an account(s) to the platform. Once client account(s) is connected to the platform, we will review the current account allocations. When deemed necessary, we will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. Our Material Conflicts of Interest Our material conflicts of interest are described in this brochure. Investment advisory, financial planning, tax and/or retirement service recommendations as described above may pose a conflict between the interests of the Firm and the interests of clients. For example, a recommendation to engage the Firm for investment advisory services or to increase the level of investment assets with the Firm, including through rollovers or other transfers of retirement plan accounts or IRAs, would pose a conflict, as it would increase the advisory fees paid to the Firm. Clients are not obligated to implement any recommendations made by the Firm or maintain an ongoing relationship with the Firm. If a client elects to act on any of the recommendations made by the Firm, the client is under no obligation to execute the transaction through the Firm. Certain of our individual wealth advisors, in addition to being investment adviser representatives of the Firm, are also registered representatives of MSEC, LLC (“MSEC”), a broker-dealer firm which is under common control with us. If we provide (or may recommend to you) brokerage services with MSEC, we encourage you to review the MSEC Broker-Dealer Disclosure which describes the material conflicts of interest associated with those brokerage services. In addition, please note the following: Advisory Services (the Firm) vs. Brokerage Services (MSEC). In most cases, the total compensation that our Firm receives (consisting primarily of advisory fees) for providing investment advisory services is more than our affiliate MSEC receives (consisting primarily of commissions and other transaction-based payments, including trail compensation) for providing brokerage services. Also, the advisory fees you would pay to us in an investment advisory account do not decrease even where the level of investment trading activity in your advisory account is low. Our individual wealth advisors, in addition to salary, typically receive bonuses based largely on overall Firm performance and/or a percentage share of the fee and commission revenue they generate, with respect to the Firm and our affiliates (including MSEC) alike. Therefore, both our Firm (considered together with our affiliate MSEC) and our individual wealth advisors typically make more money if you choose an advisory account with the Firm over a brokerage account with MSEC. Thus, we

have a financial incentive to encourage you to select an advisory account with the Firm over a brokerage account with MSEC. While we are not prohibited from doing so, if you are an investment advisory client of the Firm, in most cases we do not expect to recommend that you roll over plan accounts or IRAs into brokerage IRAs serviced by MSEC, because we generally intend to manage these accounts on an integrated basis together with your other advisory accounts, and those of your household (if applicable). More typically, brokerage IRAs serviced by MSEC are established where we have acquired another firm, or hired an individual advisor, that already maintains brokerage IRAs. In these cases, if you wish to receive continued brokerage services from such firm or advisor, MSEC may be substituted for a prior firm as “broker of record” on the account. Rollovers and Account Type Changes Regardless of the investments and services you select, the Firm (together with our affiliates such as MSEC) will make more money if you roll over assets from a retirement plan or IRA for which we do not provide services, to a retirement plan or IRA for which we do provide services, whether the rollover is from (1) a plan to an IRA, (2), an IRA to an IRA, (3) a plan to another plan, or (4) an IRA to a plan (as those terms are described above). As noted above, our individual wealth advisors are typically compensated in part based on the total advisory fee and commission revenues they generate for our Firm and its affiliates. Therefore, both our Firm and our individual wealth advisors have financial incentives to recommend plan and/or IRA rollovers to plans and IRAs serviced by us, or by MSEC. You are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by us. Likewise, only limited brokerage services and investments are available through MSEC, and some of our individual wealth advisors are not licensed to provide brokerage services (i.e., through MSEC or otherwise) at all. Thus, our Firm and individual wealth advisors often have additional incentives to recommend that clients roll over or transfer (or otherwise convert) brokerage accounts held at other financial institutions (which may be IRAs, retirement plan accounts or otherwise types of brokerage accounts) to advisory accounts with our Firm. Certain Managed Account Services If you are the sponsor or other fiduciary (e.g., a committee or trustee) of a 401(k) or other participant-directed plan, we may recommend to you that your plan utilize one of the Firm’s Managed Account Services, which are provided in partnership with certain third-party providers. Managed Account Services will result in our receipt of additional asset-based fees (which vary according to the specific program selected), and the level of fees will likewise depend on whether a regular qualified default investment alternative (QDIA), “dynamic” QDIA service, or an “opt- in” QDIA, will be used. A QDIA is a default investment used when money is contributed to an employee’s 401(k) account, but the employee has not made an investment election. Likewise, our Managed Account Services with certain third-party partners impose a “minimum assets” requirement which, if not met, would require the Firm to make a payment to the third-party partner. Again, as noted above, our individual wealth advisors are typically compensated in part based on the total fees and other revenues they generate for our Firm. Therefore, both our Firm and our individual wealth advisors have financial incentives to recommend Managed Account Services, and those particular services, which would pay us the most additional revenues. If we recommend a Managed Account Service for your plan, you will be provided with additional information about fees and costs at that time. A recommendation to a retirement plan sponsor or fiduciary to use a specific Managed Account Service would pose a conflict because some programs and service levels cause the Firm to receive more advisory fees than others. Also, where a “minimum assets” requirement is imposed upon the Firm by a third-party provider of Managed Account Services (or any other services), this poses a conflict because the Firm may avoid having to make a payment to the provider by recommending it to enough plans to maintain the “minimum assets” required. It should be understood that, when recommending a particular Managed Account Service and/or specific service level, this may constitute a recommendation of a specific investment program, and not merely a non-fiduciary “hire me” recommendation. Client Agreement Prior to engaging us, the client will be required to enter into one or more written agreements setting forth the terms, conditions, and objectives under which we shall render our services (the “Agreement”). Additionally, we will only implement our investment recommendations after a client has arranged for and furnished all information and authorization regarding accounts with appropriate financial institutions. Our clients are advised to promptly notify us if there are ever any changes in their financial situation or investment objectives. Managed Accounts – Equity and Fixed Income Portfolios We also offer our clients a variety of equity and fixed income strategies. These strategies offer clients access to equity and fixed income securities. The Firm generally imposes account minimums of $100,000 when offering managed accounts to clients, which may be adjusted depending on the level of service provided to the client, the investment strategy employed by the account and other considerations deemed relevant by the Firm in its sole discretion. The equity strategies vary by mandate, all with a focus on capital appreciation as a primary objective. Philosophies include dividend-based strategies, GARP (growth at a reasonable price), direct indexing and socially conscious. The Firm will select individual securities based upon fundamental analysis performed by our research investment professionals. We rely primarily on publicly available information in our analysis, supplemented by third-party research and analytical tools. With respect to our fixed income strategies, our primary objective is capital preservation. Secondary objectives include providing a steady, tax-efficient revenue stream and the potential for capital appreciation. Our fixed income strategies are formed through a combined top-down and bottom-up perspective. From the top-down, we develop our economic outlook and interest rate strategy using macroeconomic and market data and trends. We will alter our duration, sector, and yield curve exposure targets based on this outlook. Closed-end Funds, Exchange Traded Funds (ETFs) and Mutual Fund Portfolios The Firm provides advice to client accounts that are limited to or include as part of the overall client allocation portfolios of closed-end funds, ETFs and mutual funds. The Firm implements a number of investment strategies for clients by creating portfolios that may include closed-end funds, ETFs and mutual funds. Options Strategies We also offer our clients a variety of options strategies. These strategies are generally designed to provide clients with income that is generally uncorrelated to the performance of their underlying investments held as collateral. Alternatively, the options strategies may be used to enhance the returns of an underlying concentrated position or to protect the downside of an equity or an index. Structured Notes Strategies We offer our clients structured notes strategies. These strategies are generally designed to provide clients with an alternative risk/reward payoff compared to owning the same asset directly. The structured notes objectives are to offer capital appreciation to equity indices and varying levels of downside protection to the index. They may also be used to provide income or principal protection. Personalized Equity Portfolios We offer our clients personalized equity portfolios. This strategy is generally designed to provide clients with broad equity exposure with the added benefit of tax loss harvesting. It may also be used to create personalized equity strategies based on client circumstances around tax or stock concentrations or based on their values-based preferences. We rely on the screens provided by our portfolio management system to implement the portfolios with respect to sector, industry, or values-based identification. Alternative Strategies Our alternative and private fund strategies focus on generating absolute, risk-adjusted returns that are intended to have lower correlation to the broad equity market. As a result, clients must affirmatively subscribe for any such investment. Additionally, certain of our clients hold positions in a series fund which is managed by an unaffiliated investment advisor and through which they are able to access certain private equity and hedge fund portfolios. American Funds F-2 Direct Program As the result of certain acquisitions, the Firm has entered into an agreement with American Funds Service Company through which it is able to offer its clients funds within the American Funds Family designated as F-2 class by the American Funds. This share class is designed for investors who choose to compensate their financial professionals based on the total assets in their portfolio, rather than via commissions or sales charges. Shares in this class do not have upfront or a contingent deferred sales charges and do not carry a 12b-1 fee but may have slightly higher administrative costs than other share classes. Clients in this program should consult the fund’s prospectus to have a better understanding of the costs and expenses of the specific mutual fund, including the expenses of the F-2 share class. Institutional Intelligent Portfolios® We offer an automated investment program (the “Program”) through which clients are invested in a range of investment strategies we have constructed and manage, each consisting of a portfolio of exchange-traded funds and mutual funds (“Funds”) and a cash allocation. We typically offer this Program to clients with account balances of less than $100,000. The client’s portfolio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“Schwab”). We use the Institutional Intelligent Portfolios® platform (“Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of Schwab, to operate the Program. We are independent of and not owned by, affiliated with, or sponsored or supervised by SPT, Schwab or their affiliates (together “Schwab”). We, and not Schwab, are the client’s investment advisor and primary point of contact with respect to the Program. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for the Program. The Platform enables us to make the Program available to clients online and includes a system that automates certain key parts of our investment process (the “System”). The System includes an online questionnaire that helps us determine the client’s investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that we will recommend a portfolio via the System in response to the client’s answers to the online questionnaire. The System also includes an automated investment engine through which we manage the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). We charge clients an advisory fee for our services as described below under Item 5 Fees and Compensation. Our fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to Schwab as part of the Program. Schwab does receive other revenues, including (i) the profit earned by Charles Schwab Bank, a Schwab affiliate, on the allocation to the Schwab Intelligent Portfolios Sweep Program described in the Schwab Intelligent Portfolios Sweep Program Disclosure Statement; (ii) investment advisory and/or administrative service fees (or unitary fees) received by Charles Schwab Investment Management, Inc., a Schwab affiliate, from Schwab ETFs™ Schwab Funds® and Laudus Funds® that we select to buy and hold in the client’s brokerage account; (iii) fees received by Schwab from mutual funds in the Schwab Mutual Fund Marketplace® (including certain Schwab Funds and Laudus Funds) in the client’s brokerage account for services Schwab provides; and (iv) remuneration Schwab may receive from the market centers where it routes ETF trade orders for execution. Robo-Advisory Program For some clients, our wealth advisors may recommend a web-based electronic investment advisory program operated and provided by Betterment LLC, a third-party investment adviser (“Betterment”). Under this arrangement, clients access Betterment exclusively through their website. Clients provide Betterment with their risk tolerance, financial circumstances and other information and their portfolio is created with asset allocations in exchange-traded funds (ETFs) that match tolerance levels and goals. Betterment provides investment advice to the client and directs trades to its affiliate broker-dealer, Betterment Securities. In addition to the advisory fee a client agrees to pay the Firm, clients pay Betterment a fee that covers the investment advice, execution, and custody of the client’s account in the Betterment Program. Clients should understand that with Robo-Advisory Services:
• Advice provided by Betterment is computer-generated, and therefore inherently has several limitations including, but not limited, to the following: (i) neither the Firm nor Betterment can ensure that the Program can achieve any particular tax result for any client or that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future security, market, industry, and sector performance; (ii) the algorithm may rebalance Program accounts without regard to then-current market conditions or on a more frequent basis than the client might otherwise expect; and (iii) the algorithm may not address prolonged market condition changes.
• We will be unable to manage your Program account in a way we may otherwise advise for advisory accounts we manage. Betterment can amend the terms of the client’s agreement at any time upon notice to the client. A client’s participation in the web-based electronic investment advisory program is subject to numerous conditions (as noted on the website); Clients must agree to arbitration of any disputes they may have with Betterment; and
• Betterment fees are billed in arrears while the Firm bills primarily in advance. Sub-Advisory Agreement with SEI Investments Management Corporation We have a Sub-Advisor Agreement with SEI Investments Management Corporation (“SIMC”), a registered investment advisor affiliated with SEI Private Trust Company (“SPTC”). This agreement allows us to allocate client assets for participation in SIMC’s Sub-Advised Program. We are responsible for determining whether participation in the program is appropriate for our clients. Under the program, SIMC provides discretionary investment management services to us and makes available investment strategy models of SIMC or investment managers appointed by SIMC. These models seek to achieve particular investment goals and are not tailored to individual clients. We may allocate client assets to one or more of SIMC’s models which match a client’s objectives. SIMC then invests the allocated funds in accordance with the selected models as updated from time to time by SIMC or investment managers appointed by SIMC. In most cases, SIMC will implement those models and execute transactions; in others, the investment manager will do so. SIMC charges us an investment management fee for participation in the program. We have instructed SPTC to operationally facilitate the deduction of the investment management fees direct from our clients’ accounts held at SPTC. Clients with assets allocated to the program are subject to certain risks, including the investment manager implementing its model for its other accounts before implementing it for our clients. In that case, securities may be traded by our clients at prices different than those obtained by the manager’s other clients. The risk of price deviations is greater for large orders and thinly traded securities. Additional performance of our client’s investments in a model may deviate from the performance of other accounts in such models or those managed by SIMC or the investment manager. We may also invest client assets into model portfolios of mutual funds and exchanged-traded funds created by SIMC. This includes the SEI Asset Allocation Models that consist of allocations to SEI Funds and SEI ETFs and the Independent Funds Models Program which consists of model portfolios of allocations to certain families of third-party mutual funds or ETFs. Annuity Products Clients may grant the Firm discretion to: (a) select investment strategy allocations for clients’ existing or new annuity products; and (b) allocate among the investment strategy allocations available from the specific annuity sponsor (collectively (a) and (b) are referred to as the “Annuity Allocation Services”). In performing Annuity Allocation Services, the Firm will only consider the options available within the specific annuity purchased by the client. If an annuity was purchased with retirement account assets, client agrees that the Firm did not exercise discretionary control with respect to the purchase of the annuity. Any changes in client’s annuity investments (re- allocations among investment strategy allocations) are subject to the terms and conditions imposed by the applicable annuity sponsor. The assets invested in any annuity product for which the Firm is providing Annuity Allocation Services are included in the total assets on which the Firm’s advisory fee is calculated. The Firm’s advisory fee is separate from, and in addition to, the management fees and expenses charged on a continuing basis by the annuity sponsor, insurance company, and/or associated investment manager. Annuities have inherent risks, will fluctuate in value, incur losses based on the performance of selected investments or investment strategy allocations, are suitable only as long-term investments, and should not be viewed as short-term trading vehicles. Clients should carefully review the prospectus and other offering documents for more information on annuities. Other Businesses and Investment Programs The Firm and our affiliates also offer to our clients a variety of services, including estate and trust services, and risk management. The Firm earns fees for the services provided by it, and its affiliates will likewise earn fees directly for services they provide. Please see Item 10 for more information on the services provided by our affiliates. Securities Class Actions and Proofs of Claim The Firm is not obligated to file, nor will it act in any legal capacity with respect to class action settlements or related proofs of claim. If requested by the client, the Firm will try to provide the client with the required documentation, if available. Assets Under Management Our total assets under management are approximately $81,106,925,484 as of December 31, 2023, including $75,035,938,445 managed on a discretionary basis and $6,070,987,039 managed on a non-discretionary basis. Some asset values may not be readily available at the most recent quarter end; therefore, the most recently obtained values were used for this calculation. The values may be higher or lower, depending on the current market conditions.