6 1.800.423.4893www.merriman.com 7 In certain circumstances, Merriman’s investment programs can also be accessed through provided sub-advisory services. Under this arrangement, an advisor has a contract with its client to perform services as an investment manager and the adviser, in turn establishes a contract with Merriman to provide advisory services to the adviser’s client. These services are discretionary in nature.
Investment and Wealth Management Services Merriman provides services to its clients under two service models, Wealth Management and Investment Management. Investment Management only services are available to clients with assets at Merriman of $500,000 or less and include limited financial planning advice, with quarterly performance reporting and an offer for an annual review meeting. Wealth Management clients receive the additional benefit of more in-depth financial planning services and comprehensive investment strategy planning, along with access to the expertise of Merriman’s professional network and more frequent review meetings.
At the discretion of the adviser and client, some MarketWise client accounts contain investments into separately managed accounts advised by Lord Abbett. See Item 8 for additional information regarding these investments.
The financial planning advice given by Merriman includes assistance with answers to questions like these:
•When will I be able to retire?
•What is the best withdrawal strategy for me when I am retired?
•How can I use my portfolio to help fund my lifestyle in retirement?
•Will I need to make any changes to sustain a long retirement?
•When should I take Social Security?
•What are the best ways to save for my kids’ and grandkids’ educations?
•How can I build a financial legacy?
•How can I maximize charitable gifts? Merriman may also provide referrals to professionals who specialize in taxation, estate planning, mortgage financing, insurance and other areas, as needed. Held Away Asset Management Merriman provides investment advice to some of its clients with held away assets, such as 401(k)s. This service allows Merriman to incorporate these assets into the client’s entire portfolio using the best investments available in their 401(k) accounts or other held away assets. In the accounts Merriman manages on a discretionary basis, Merriman uses funds and other asset classes the clients don’t have access to in their held away accounts. This allows Merriman to create a more diversified portfolio tailored to the client’s goals and risk tolerance. Merriman offers this service to both Wealth Management and Investment Management clients who are contributing to and actively participating in their employer-sponsored retirement plan.
We implement investment advice on behalf of certain clients in held-away accounts that are maintained at independent third-party custodians. In addition to 401(k)s, these 8 1.800.423.4893www.merriman.com 9 held-away accounts are often 529 plans and other assets that are not held at our primary custodian(s). We review, monitor, and manage these held-away accounts in an integrated way with client accounts held at our primary custodian(s). Further information about this service is available in Item 5.
ERISA Plan Services Merriman provides investment advisory services to participant-directed defined contribution plans, such as 401(k) plans, subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), referred to here as “ERISA Plan Clients.” Merriman provides ERISA fiduciary services to ERISA Plan Clients. Fiduciary Services: Merriman provides investment management services to ERISA Plan Clients on a discretionary basis as an investment manager under ERISA Section 3(38) and in that capacity, Merriman’s investment decisions are made in its sole discretion without the ERISA Plan Client’s prior approval. Each ERISA Plan Client who engages Merriman to perform investment management services is required to enter into an Investment Advisory Agreement. Merriman’s services include developing and implementing an investment plan, selecting a broad range of investment options consistent with ERISA Section 404(c), making decisions about the selection, retention, removal and replacement of investment options and if the ERISA Client has determined that the Plan should have a qualified default investment alternative (a “QDIA”) for participants who fail to make an investment election, selecting the investment

that will serve as a QDIA. For a more detailed description of Merriman’s fiduciary services, the ERISA Plan Client should refer to the Investment Advisory Agreement.
Merriman is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plan clients, including ERISA plan participants. Merriman is also a fiduciary under section 4975 of the Internal Revenue Code (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, Merriman is subject to specific duties and obligations under ERISA and the IRC that include, among other things, prohibited transaction rules which are intended prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). To avoid engaging in prohibited transactions, Merriman only charges fees for investment advice about products for which Merriman and/or its affiliates do not receive any commission, 12b-1 fees or other forms of compensation.
As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a waiver of any unwaivable rights you possess.
Other Services 8 1.800.423.4893www.merriman.com 9 We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). Please see Items 5 and 10 for a fuller discussion of these services and other important information. In addition, we help our clients obtain certain insurance solutions from unaffiliated, third-party insurance brokers by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), another wholly owned subsidiary of our parent company, Focus Financial Partners, LLC. Please see Items 5 and 10 for a fuller discussion of this service and other important information.
As a fee-only advisory firm, Merriman is compensated through fees paid by its clients, and does not work on commission or sell investment products. Merriman believes this compensation structure enhances its ability to select the best investment options for its clients. Fees are assessed on the total balance of managed assets, which includes securities as well as cash and cash equivalents and margin balance. Merriman charges management fees on a monthly basis, unless others wise mutually agreed upon with the client.These management fees are calculated and paid monthly (unless otherwise agreed with a client) by applying the annual rates shown below to the average daily balance (including cash, accrued interest and the value of securities held on margin) for the billing period.
Annual Fees for Wealth Management Clients: 1% on balances up to $1 million, plus 0.8% on balances between $1 million and $3 million, plus 0.6% on balances between $3 million and $5 million, plus 0.4% on balances over $5 million Minimum Wealth Management Household Fee: $5,000 minimum annual fee, calculated and applied monthly Annual Fees for Investment Management Clients: 1.25% on all assets (up to a $5,000 annual maximum) Minimum Investment Management Household Fee: $2,000 minimum annual fee, calculated and applied monthly TrendWise Strategy Annual Fees: Additional 0.2% on WM or IM balances in the strategy Clients should note Merriman typically receives higher fees for client assets that are invested in Trendwise than Marketwise This potential to receive higher fees creates an incentive to for Merriman allocate client assets to Trendwise. Please see item 14 for more about this conflict of interest. Clients are subject to the terms and conditions contained in the client’s most recent Investment Advisory Agreement. Minimum account requirements and management fee rates vary among clients. Fees are negotiable under certain circumstances, and Merriman’s fees are waived or reduced for Merriman employees and family members. Merriman’s