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Cover Pag
Item 1-Cover Page
Mariner, LLC
d/b/a Mariner Wealth
d/b/a AdvicePeriod
Nall Corporate Centre II
5700 W. 112th Street, Suite 500
Overland Park, KS 66211
(913) 904-5700
Form ADV Part 2A
March 28, 2025
www.mariner.com
This Brochure provides information about the qualifications and business practices of Mariner,
LLC (“we,” “us” or the “Firm”). If you have any questions about the contents of this Brochure,
please contact us at (913) 904-5700. The information in this Brochure has not been approved or
verified by the United States Securities and Exchange Commission (“SEC”) or by any state
securities authority. The Firm is a registered investment adviser. Registration of an investment
adviser does not imply a certain level of skill or training. The oral and written communications of
an Adviser provide you with information through which you determine to hire or retain an Adviser.
information about
the Firm
is also available via
Additional
the SEC’s website at
www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a
CRD number. The CRD number for the Firm is 140195.
Mariner - Form ADV Part 2A
March 28, 2025
1
Item 2-Material Changes
This Item 2 discusses only specific material changes that were made to this Brochure since the last
annual update of our Brochure on March 28, 2024. It does not describe other modifications to this
Brochure, such as updates to dates and numbers, stylistic changes or clarifications.
Pursuant to SEC Rules, we will provide you a summary of any material changes to this and
subsequent Brochures within 120 days of the close of our business’ fiscal year. We may provide
other ongoing disclosure information about material changes as necessary.
•
Item 4 Advisory Business - Updated to reflect our current ownership structure as well as
to reflect the various services offered to our clients.
•
Item 5 Fees and Compensation - Updated to reflect certain updates to our billing processes
and fees for different strategies and services, to add our current standard fee schedule and
to disclose the Firm’s ability to trade certain non-discretionary institutional fixed income
accounts through our affiliated broker-dealer, MSEC, LLC.
•
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss - Updated to include
additional strategies and risks.
•
Item 10 Other Financial Industry Activities and Affiliations - Updated to reflect changes
to our affiliations and services provided through our affiliates.
•
Item 12 Brokerage Practices - Updated with additional disclosure regarding our use of our
affiliated broker-dealer, MSEC, LLC, for certain non-discretionary fixed income trading.
•
Item 14 Client Referrals and Other Compensation - Updated to reflect changes associated
with the Firm’s Enterprise Partnership Alliance Program.
time, without
charge. Currently,
our Brochure may
be
accessed
We will provide you with a new Brochure if requested based on changes or new information, at
any
at
www.marinerwealthadvisors.com/legal or requested by contacting us at (913) 904-5700 or
advdelivery@mariner.com.
Mariner - Form ADV Part 2A
March 28, 2025
2
Item 3-Table of Contents
Item 1-Cover Page ......................................................................................................................... 1
Item 2-Material Changes .............................................................................................................. 2
Item 3-Table of Contents .............................................................................................................. 3
Item 4-Advisory Business ............................................................................................................. 4
Item 5-Fees and Compensation.................................................................................................. 16
Item 6-Performance-Based Fees and Side-By-Side Management .......................................... 23
Item 7-Types of Clients ............................................................................................................... 24
Item 8-Methods of Analysis, Investment Strategies and Risk of Loss ................................... 25
Item 9-Disciplinary Information ............................................................................................... 38
Item 10-Other Financial Industry Activities and Affiliations................................................. 39
Item 11-Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading......................................................................................................................................... 43
Item 12-Brokerage Practices ...................................................................................................... 46
Item 13-Review of Accounts ....................................................................................................... 51
Item 14-Client Referrals and Other Compensation ................................................................ 52
Item 15-Custody .......................................................................................................................... 57
Item 16-Investment Discretion ................................................................................................... 58
Item 17-Voting Client Securities................................................................................................ 59
Item 18-Financial Information .................................................................................................. 59
Mariner - Form ADV Part 2A
March 28, 2025
3
Item 4-Advisory Business
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 “Mariner Parent”). In turn, Mariner Parent is ultimately owned in
principal by 1248 Holdings, LLC (“1248”) and the Martin C. Bicknell Revocable Trust dated
August 7, 1996, as amended and restated, each of which are controlled by Martin Bicknell, the
CEO and President of the Firm, as well as entities affiliated with Leonard Green & Partners, LLC
(together with its affiliates, “LGP”) and NB Alternative Advisers, LLC (together with its affiliates,
“NBAA”), each of which operate separately from the Firm.
We are headquartered in Overland Park, Kansas with offices across the United States. For a
complete listing of our office locations, please see our Form ADV Part 1A, a copy of which is
available on the SEC website or upon request.
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”)
and their investment products and services, including third-party managers in which the principal
owners of the Firm or an affiliate holds a direct or indirect ownership stake. This service provides
clients access to a wide range of investment opportunities and asset classes, including international
Mariner - Form ADV Part 2A
March 28, 2025
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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 businesses 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
Mariner - Form ADV Part 2A
March 28, 2025
5
client agreement, seeking best execution. To the extent appropriate, trades may be executed away
from the sponsor-designated broker-dealer, which may result in additional trading costs to the
applicable WRAP program account.
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, among others.
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
Mariner - Form ADV Part 2A
March 28, 2025
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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
through Advisor Managed Accounts. Practically such areas generally fall into the following
general core services:
• Fee Benchmarking
• Recordkeeper Search & Review
• Fund Lineup Selection
• Performance Measurement & Reporting
• Trustee Education
• Regulatory Updates
• Resource to the Board for Strategy and Decision-making
Mariner - Form ADV Part 2A
March 28, 2025
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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.
The Pathway DC Solution
The Pathway DC solution provides a comprehensive service solution for small Defined
Contribution (DC) plans which incorporates institutional investment vehicles in plan line ups, plan
design, and available technology solutions to deliver necessary information in an electronic format
(including education, quarterly reports and annual benchmarking). This solution provides clients
with 3(38) fiduciary support on the investments by the Firm, as well as 3(16) plan administration
support provided by the recordkeeper. We are contracted with Empower, T. Rowe Price, and
Vestwell as the underlying recordkeepers. Accordingly, as these recordkeepers are considered
preferred providers, clients should be aware that their options are limited to choose one of these
three providers. If a client prefers a different recordkeeper, they may be better served to opt for a
customized approach, rather than the Pathway DC Solution.
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)
Mariner - Form ADV Part 2A
March 28, 2025
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• 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 and permit the Firm to view their account(s) and
place trade instructions on their behalf through 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 periodically 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.
Mariner - Form ADV Part 2A
March 28, 2025
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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.
Mariner - Form ADV Part 2A
March 28, 2025
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Certain Advisor 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 (either through a typical Defined
Contribution (DC) relationship or through the Pathway DC Solution) that your plan utilize one of
the Firm’s Advisor Managed Account Services, which are provided in partnership with certain
third-party providers. Advisor 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 Advisor 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 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
advisors have financial incentives to recommend Advisor Managed Account Services, and those
particular services, which would pay us the most additional revenues. If we recommend an Advisor
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 Advisor 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 Advisor 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 Advisor 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
Mariner - Form ADV Part 2A
March 28, 2025
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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), value,
growth, 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.
Variable Prepaid Forwards
We offer our clients variable prepaid forward strategies. This strategy seeks to combine the
benefits of an equity collar with immediate cash proceeds, which can be used for investment or
diversification purposes.
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
Mariner - Form ADV Part 2A
March 28, 2025
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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.
The Firm has contracted with CAIS Capital, LLC and Capital Integration Systems LLC
(collectively “CAIS”) and has granted wealth advisors access to the CAIS alternative investment
platforms. CAIS and its affiliates conduct the initial and on-going due diligence (investment and
operational) on private equity and hedge fund offerings available on their platform. The Firm
utilizes and includes the due diligence provided by CAIS related to the offerings available on the
platform in its approval process. Only Firm-approved alternative investments are available on the
CAIS platform. Please note that with privately held alternatives valuations can lag a month or more
and are received from the issuer’s or offerings’ third-party administrator. We use this data to
calculate your advisory fee (as detailed below in Item 5 Fees and Compensation). Please refer to
Item 5 Fees and Compensation for additional information on fee calculation.
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.
Robo-Advisory Program
For some legacy 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 affiliated broker-dealer, Betterment Securities. In addition to the advisory fee
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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
third-party 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.
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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.
Certain insurance companies provide advisory annuities whereby the insurance company will
deduct the advisory fee directly from the client’s annuity. Any advisory fee disbursement will
impact any applicable living benefit feature and will reduce the cash surrender value of their
annuity contract and the net death benefit payable under the contract. It is also important to verify
if the insurance company has been granted a Private Letter Tax Ruling from the Internal Revenue
Service that allows advisory fee disbursements on fixed index annuity, variable annuity and
registered index-linked non-qualified contracts to not be considered distributions for federal
income tax purposes, provided they do not exceed an amount equal to an annual rate of 1.5% of
the contract’s value. Advisory fee disbursements from non-qualified multi-year guaranteed
contracts are considered distributions and may be taxable to the client who owns the contract.
Generally, advisory fee disbursements are partial withdrawals under the terms of the contract, and
the amount of the advisory fee disbursement is included in the calculation of the free partial
withdrawal amount permitted each year without surrender charges, however clients should refer
to their annuity contract for specific details.
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.
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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 $98,603,233,201 as of December 31, 2024,
including $88,827,595,952 managed on a discretionary basis and $9,775,637,249 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.
Item 5-Fees and Compensation
The specific manner in which our fees are charged is established in the Agreement. While certain
clients may be billed in arrears, we will generally bill our fees in advance on a quarterly basis
based upon the value of assets under management and/or advisement on the last day of the previous
billing period, as valued by the applicable custodian or another independent third-party, as set forth
on the most recent statement made available to us, or as otherwise dictated by the client’s
Agreement. The Agreement also addresses the application of fees with respect to accrued interest.
The Agreement and/or the separate agreement with any financial institution(s) authorizes us to
invoice the custodian for the advisory fee. The Agreement further authorizes the custodian to
deduct the amount stated in the fee statement from one or more of the client’s accounts in
accordance with applicable custody rules. The custodian does not validate or check our fee or its
calculation on the assets on which the fee is based. The custodian will deduct the fee from the
account(s) or, if the client has more than one related account(s), from the account designated by
the Firm and/or the client to pay our fees, as applicable. The custodians with which our clients
maintain accounts have agreed to send statements to each client, at least quarterly, indicating all
amounts disbursed from the account(s), including the amount of advisory fees paid directly to us.
We urge clients to carefully review such account statements for accuracy.
A client may make additions to and withdrawals from the account at any time, subject to our right
to terminate an account. For advanced billing, and if provided for in the client’s Agreement, if
assets are deposited into an account after the inception of a billing period, the fee payable with
respect to such assets will generally be prorated based on the number of days remaining in the
quarter. The Firm typically reserves the right to adjust its policy regarding billing on these flows
upon advance notice to clients. A client may withdraw account assets, subject to the usual and
customary securities settlement procedures. If provided for in the client’s Agreement, for partial
withdrawals within a billing period, we shall credit our unearned fee towards the next billing
period’s fee. Clients should note that we design our portfolios as long-term investments and asset
withdrawals can impair the achievement of a client’s investment objectives. The applicability of
the proration as set forth herein is governed by the specific Agreement with each client.
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The billing practices applicable to legacy clients of certain investment advisory businesses
acquired by the Firm may temporarily deviate from the general practices described above, as the
operations of the investment advisory businesses acquired by the Firm are transitioned and
integrated to the Firm. Clients should refer to their applicable Agreements to understand the
specific billing practices applicable to their assets.
For a limited portion of client accounts, we utilize the Adhesion Wealth unified managed account
program to access third-party money managers for certain client accounts. Accounts in Adhesion
Wealth unified managed account program are charged an additional annual fee of 0.08% by
Adhesion Wealth and an annual manager fee up to 0.50% depending on the manager(s) selected,
in addition to the annual advisory fee and additional annual advisory fee described above. We
make available and, where appropriate and permitted by applicable law, may select our own
manager option within the Adhesion Wealth unified managed account program to manage client
accounts. Where we select this option for a client, we will receive the manager fee for those
accounts. This creates a conflict of interest because we will receive the manager fee in addition to
the annual advisory fee and additional annual advisory fee. Clients will receive statements from
the custodian that present the fees charged to accounts and may also ask us at any time for a
description and accounting of the annual advisory fees, additional annual advisory fees and
manager fees being charged.
As set forth in greater detail in the specific client’s Agreement, for the initial billing period of
investment management services, the first billing period’s fees shall be calculated on a pro rata
basis if less than a full calendar quarter. The Agreement between us and a client will continue in
effect until terminated by either party pursuant to the terms of the Agreement. Our annual fee(s)
shall be prorated through the date of termination and any remaining balance shall be charged or
refunded to the client, as appropriate, in a timely manner. Clients are generally subject to a non-
refundable minimum quarterly fee equal to $1,875, as set forth in the applicable Agreement.
Certain clients are subject to a fixed fee arrangement which includes an annual fee increase at an
agreed-upon percentage, as set forth in the applicable Agreement. Fixed fees are generally paid
quarterly in advance and are not prorated for partial billing periods.
Additions may be in cash or securities provided that we reserve the right to liquidate any
transferred securities or decline to accept particular securities into a client’s account. We generally
consult with clients about the options and consequences of transferring securities, prior to any such
transfer. However, clients are advised that when transferred securities are liquidated, they are
generally subject to transaction fees, fees assessed at the asset level (i.e., contingent deferred sales
charge on certain mutual funds) and/or tax consequences, among other considerations.
To the extent that a client authorizes the use of margin, the market value of the client’s account
and corresponding fee payable by the client may be increased. Clients authorizing margin are
advised of the potential conflict of interest whereby the client’s decision to employ margin may
correspondingly increase the advisory fee payable to the Firm.
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Investment Advisory Fees
The structure and level of our advisory fee will vary by client based upon the services provided
and other considerations deemed relevant by us, but typically takes the form of a percentage of
assets under management and/or advisement, ranging up to 2.50% per annum. Our standard fee
schedule effective January 1, 2024 is as follows:
Standard Fee Schedule (blended tiered schedule)*
$0 - $1,000,000
1.25%
$1,000,000 - $5,000,000
1.00%
$5,000,000 - $10,000,000
0.80%
Above $10,000,000
0.60%
*Quarterly minimum fee of $1,875
Unless otherwise agreed with a client, advisory fees are applied to all discretionary assets and non-
discretionary assets under management and assets under advisement. Clients that receive financial
planning and consulting services from us (including, but not limited to, estate planning, insurance
planning, tax consulting and preparation, etc.) in addition to investment advisory services may be
subject to an additional fee in connection with such services. For consulting and reporting services,
the structure and level of fees will vary by client based upon the services provided and other
considerations deemed relevant by us. In our discretion, the Firm may apply an initial and non-
refundable account establishment fee with respect to certain clients. At our discretion, we may
agree to ‘household’ certain client accounts for purposes of fee calculation depending on the client
relationship and overall services provided. All fee arrangements are subject to negotiation. We
reserve the right to waive the minimum fee at our discretion. Please see your Agreement for the
fees applicable to you.
Financial Planning and Consulting Fees (Stand-Alone)
The Firm’s financial planning and consulting fees are generally billed on a fixed fee basis, an
hourly rate basis, or based upon a percentage (%) per annum for services provided at any asset
level (up to .25%), depending upon the level and scope of the service(s) required and the
professional(s) rendering the service(s). In some cases, the Firm will provide its clients with tax
consulting and preparation services as part of its financial planning fee or investment advisory fee.
All fee arrangements are subject to negotiation, and in general, fixed fees are not prorated in the
billing quarter.
Tax Compliance and Consulting Fees (Stand-Alone)
To the extent specifically requested by a client and agreed to by the Firm, we will provide clients
with tax preparation services typically for an additional fee and generally billed on either a fixed
fee basis, an hourly rate basis or based upon a percentage (%) per annum for services provided at
any asset level (up to .25%). The Firm’s tax preparation fees are negotiable depending on the level
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and scope of the service(s) required and the professional(s) rendering the service(s). We reserve
the right to waive or reduce the fee at our discretion for investment advisory clients. The Firm has
a full tax practice with clients that are not investment advisory clients. Fees for tax clients are
determined on a case-by-case basis by members of the tax practice.
Options Strategy Fees
For our options strategies, the advisory fee is based upon either the notional value or market value
of assets under management on the last day of the previous quarter (including margin release, net
unrealized appreciation or depreciation of investments of cash, cash equivalents and accrued
interest) depending on the strategy and Agreement in place. The fee relating to the options strategy
is set forth in a separate fee addendum and may range up to 1.50% of assets under management,
charged per annum. All fee arrangements for our options strategies are subject to negotiation.
Variable Prepaid Forwards Fees
For our variable prepaid forward strategies, the standard advisory fee is charged to the managed
account(s) and a strategy fee generally equal to 0.30% of assets is charged to the collateral account,
per annum. All fee arrangements for our variable prepaid forwards strategies are subject to
negotiation.
Personalized Equity Portfolio Fees
For our personalized equity portfolios we generally charge an additional incremental fee based on
assets under management in the account, as set forth in a separate addendum.
Fees for Retirement Plan Consulting and Management Services
For employer sponsored retirement plans, the advisory fee will vary by client based upon the
services provided but shall be reasonable in conformity with U.S. Department of Labor
regulations. The structure and level of fees relating to these services will vary by client based upon
the services provided and other considerations deemed relevant by the Firm, but typically takes
the form of a fixed fee or a percentage of assets under management. We will generally bill these
fees in arrears and payment is typically collected by directly remitted payments from clients or
through client directed deductions through a plan’s record keeper
Our Pathway DC Solution is based on a set fee schedule, which may vary by provider, but is
generally a tiered asset-based fee, and in some cases, a separate flat fee paid by a Plan Sponsor.
Please see your advisory agreement for specific fees applicable to you.
Private Fund Fees
We manage private funds for the purpose of facilitating client investments. While clients of the
Firm invest in one or more of these private funds and typically pay an advisory fee to the Firm, the
Firm does not typically charge to or receive a fee from the vehicle for the services it provides as
investment manager of the private fund. In general, the minimum level of investment for accounts
participating in private equity, alternatives and direct investment funds sponsored by the Firm is
$100,000, which is subject to waiver at the discretion of the Firm.
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Aside from the Firm’s proprietary private funds, clients may invest in affiliated and unaffiliated
private funds and other privately offered investment vehicles. Clients will be subject to
management fees and/or other fees in addition to the Firm’s advisory fee, if applicable. The fees
and expenses of each vehicle are fully described in the offering materials. A conflict of interest
exists when the Firm causes clients to invest in investment products advised by its affiliates where
the Firm or the affiliate receives additional fees. The Firm has sought to mitigate this conflict as
detailed below under “Conflicts of Interest.”
Investors in such privately offered vehicles must meet specific suitability and investor eligibility
requirements in order to invest and specific opportunities may require higher levels of investment.
Third-Party Manager Fees
The Firm may employ a third-party manager to manage a portion of your account, including third-
party managers affiliated with the Firm. The fees payable to a third-party manager will be set forth
in the third-party’s disclosure documents and shall be in addition to the advisory fee payable under
your Agreement. If the Firm retains the third-party manager as a “sub-adviser” to your account,
depending on the agreement between the Firm and the sub-adviser, the Firm will either pay the
sub-advisory fee from your advisory fee payable to the Firm or the sub-adviser will deduct its fee
from your account directly. For certain sub-advisers there may be a separate written agreement
between you and the sub-adviser to pay an additional amount directly to the sub-adviser.
Robo-Advisory Program (Betterment)
In addition to the advisory fee a client agrees to pay the Firm, legacy clients in the Program pay
Betterment a fee that covers the investment advice, execution, and custody of the client’s account
in the Betterment Program. Betterment fee is billed in arrears.
Additional Fees and Expenses
Our fees are exclusive of administration expenses, brokerage commissions, transaction fees, fund
expenses and other related costs and expenses which shall be incurred by a client. Custody fees
will vary depending on the custodian. Clients utilizing the same custodian may be subject to
differing levels of custody fees, based on the billing practices of the applicable custodian. For
example, certain investment advisory businesses acquired by the Firm previously arranged for
reduced custody fees with respect to their clients’ accounts, which were grandfathered by the
custodian to the client accounts assigned to the Firm. All brokerage charges and related transaction
costs are charged to the account(s) as they occur. Clients incur certain charges imposed by
custodians, brokers, third party managers and other third parties such as fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.
When beneficial to the client, certain transactions may be effected through brokers other than the
account custodian, in which event, except in situations in which the custodian has waived the
additional fee, the client generally will incur both the fee (commission, mark-up/mark-down)
charged by the executing broker and a separate “tradeaway,” “step-out” and/or prime broker fee
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charged by the custodian. Clients should review custodial agreements for additional detail on the
fees charged.
Mutual funds, closed-end funds, ETFs, structured products and other pooled investment vehicles
are subject to commissions, fees and expenses which are disclosed in the fund’s prospectus or
offering documents. Such charges, fees and commissions are exclusive of and in addition to our
advisory fee. Clients may be charged a sales load for any mutual funds where applicable.
Many funds offer multiple share classes available for investment based upon certain eligibility
and/or purchase requirements. For instance, in addition to more commonly offered retail mutual
fund share classes (typically, Class A (including load-waived A shares), B and C shares for mutual
funds), some funds offer institutional share classes or other share classes specifically designed for
purchase by an account for a fee-based investment advisory program. However, these share classes
may also have higher transaction costs and may have minimum purchase criteria that limit
availability to larger transactions. Clients should not assume that their assets will be invested in
the share class (regardless of the type of fund structure – mutual fund, closed-end fund, hedge
fund, private equity fund or other alternative vehicle) with the lowest possible expense ratio.
The Firm’s associates and their immediate family members are eligible for discounted fee
arrangements.
Brokerage Products
Advisory clients should note that they have the option to purchase investment products
recommended by us through other non-affiliated brokers, agents or agencies. Non-discretionary
brokerage accounts opened or maintained to purchase investment products (i.e., 529s, mutual
funds and variable annuities) through MSEC or The Leaders Group Inc. (“Leaders Group”), as
applicable, or by engaging our associates, in their individual capacities, as registered
representatives of MSEC or Leaders Group, will result in MSEC or Leaders Group and the related
registered representative(s) receiving certain commissions, fees and costs, as applicable, on the
brokerage product.
The recommendation to purchase commission products from MSEC or Leaders Group presents a
conflict of interest, as the receipt of commissions provides an incentive to recommend investment
products based on commissions to be received. No client is under any obligation to purchase
commission products from MSEC or Leaders Group. In addition, clients have the option to
purchase investment products recommended by the Firm through other broker-dealers.
Annuities and life insurance products recommended by our advisors may contain charges such as
mortality and expense fees, administrative fees, and optional rider fees. These fees vary by
company and are disclosed in the materials related to the insurance product. In addition, our
insurance agency affiliate will receive one-time or trail commission from the insurance company
depending on the specific contract. Please refer to the insurance product materials for details.
Item 12 further describes the factors that we consider in selecting or recommending broker-dealers
for client transactions and determining the reasonableness of their compensation (e.g.,
commissions) and compensation received by the Firm.
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Use of MSEC for Client Trades; Conflict of Interest
With respect to certain types of fixed income transactions, certain of our institutional clients have
directed the Firm to execute such transactions through MSEC, our affiliated broker-dealer. Certain
of our associates are also registered representatives of MSEC.
Clients have the ability at any time to terminate the use of MSEC to execute transactions for their
account and to direct us to use brokers that are not affiliated with the Firm. Where an institutional
client directs brokerage to MSEC, we will recommend the use of MSEC if we reasonably believe
MSEC can provide value to the client by carrying out our fixed income philosophy and trading
strategy. Our brokerage practices, directed brokerage, and related conflicts of interest are
discussed in greater detail in the section below entitled “Brokerage Practices.”
As the executing broker, MSEC is paid a transaction fee in the form of a markup for executing the
fixed income transactions, which is separate from, and in addition to, the advisory fee paid to the
Firm. In addition to the markup paid to MSEC, clients also pay fees charged by the applicable
clearing brokerage firm. MSEC clears transactions through National Financial Services.
The Firm’s affiliation with MSEC creates a financial incentive for the Firm to recommend MSEC
as an executing broker over other unaffiliated broker-dealers. As further disclosed herein, MSEC
and the Firm share a common owner, Mariner Parent. The Firm has a conflict of interest in
recommending MSEC to execute securities transaction, as all or a portion of the revenues earned
by MSEC ultimately flow to Mariner Parent. However, the Firm’s wealth advisors are incentivized
to maximize long-term growth of client assets. Our investment philosophy is concentrated on
long-term asset growth, not on short-term trading. Although the markup earned by MSEC is not
offset against the advisory fees earned by the Firm, we believe that it is in our employees, our
clients’, and our best interest to minimize transaction costs and increase the value of the clients’
accounts. This is supported in the fact that the revenue of MSEC received from fixed income
trades executed for the Firm is modest relative to the revenue the Firm receives for providing
investment advisory services.
The use of an affiliated broker-dealer presents additional conflicts of interest to clients. For
example, it creates an incentive for us to provide certain clients more favorable allocation of trades
when there is a limited amount of securities available for purchase or sale for clients, in each case
to favor one client over another client for our own benefit. In addition, it creates an incentive for
us to charge certain clients more favorable markups.
The Firm has implemented policies, procedures and controls designed to manage the risk posed
by the conflicts discussed above. For additional details of our brokerage practices including the
use of MSEC for certain fixed income client trades, see Item 12 – Brokerage Practices.
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Conflicts of Interest
When allocating investment opportunities among our investment programs, products and clients,
the Firm has an incentive to favor the investment programs, products and clients that generate the
most revenue for the Firm. For example, when recommending the use of a third-party manager,
the Firm has an incentive to recommend a manager which charges a separate fee instead of paying
the manager out of the Firm’s fee.
As further detailed in Item 10, the Firm and its principal voting owners, Mariner Parent, 1248,
LGP and NBAA, own or have interests in various other investment-related service providers and
investment managers and other financial entities. As such, we have an indirect financial incentive
to recommend other financial services and products provided by such entities and their respective
affiliates because revenues earned by them from such services and products ultimately flow to the
principal voting owners of the Firm. We seek to manage this conflict by disclosing it to clients and
not sharing any revenue from affiliated private funds and other investment-related services and
products with the wealth advisors who recommend client investments. Further, such services,
products and funds are recommended to clients by wealth advisors with considerations of various
factors, including but not limited to, the client’s investment objective and financial circumstances.
For additional discussion of the conflicts of interest presented by the Firm’s use of affiliated
services and products, Please see Item 10 – Other Financial Industry Activities and Affiliations.
Compensation of Employees for Sale of Securities or Other Products
As permitted by applicable law, we compensate certain employees for business development
activities, including the attraction or retention of client assets. It is expected that wealth advisors
will be entitled to receive and share in the advisory fees payable to the Firm by a client.
As noted above, the Firm and its affiliates offer a variety of services and products to our clients
beyond investment advisory services. Certain representatives of the Firm are entitled to receive
compensation from affiliates for referring clients for services and products provided by the
affiliate.
Certain representatives of the Firm are licensed insurance agents and are compensated for the sale
of insurance-related products. To the extent such insurance products have commissions payable
to the wealth advisor, this presents a conflict of interest for the wealth advisor to recommend such
products for additional compensation.
For additional discussion of the conflicts of interest presented by the Firm’s use of affiliated
services and products, please see Item 10 – Other Financial Industry Activities and Affiliations.
Item 6-Performance-Based Fees and Side-By-Side Management
Performance-Based Fees
We do not charge any performance-based compensation (fees based on a share of capital gains on
or capital appreciation of the assets of a client). If deemed appropriate for a particular client, our
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recommended investments include investment products that charge performance-based fees,
including investment products managed by affiliates of the Firm.
Side-by-Side Management
In some cases, the Firm manages clients in the same or similar strategies. This may give rise to
potential conflicts of interest if the clients have, among other things, different objectives or fees.
For example, potential conflicts may arise in the following areas: client orders do not get fully
executed; trades may get executed for an account that may adversely impact the value of securities
held by a client; there will be cases where certain clients receive an allocation of an investment
opportunity when other accounts may not; and/or trading and securities selected for a particular
client may cause differences in the performance of different accounts or funds that have similar
strategies.
The Firm treats accounts equitably regardless of fee arrangements. In addition, we have adopted
trading practices designed to address potential conflicts of interest inherent in proprietary and
client discretionary trading. During periods of unusual market conditions, the Firm may deviate
from its normal trade allocation practices. There can be no assurance, however, that all conflicts
have been addressed in all situations.
From time to time, certain clients of the Firm may invest in private investments or limited
investment opportunities. The allocation of these investments across client portfolios is generally
not executed on a pro rata basis as a number of factors will determine whether the private or
limited offering is appropriate or suitable for a client. Accordingly, such opportunities may be
allocated based on another approach, including random selection, selection based on account size
or another methodology. Factors which may impact the allocation, include but are not limited to:
account size, liquidity, investor qualification and risk tolerance. We note that private investments
or limited investment opportunities may not be appropriate for smaller accounts, depending on
factors such as minimum investment size, account size, risk, and diversification requirements, and
accordingly may not be allocated such investments. Certain limited investment opportunities are
available only to the legacy clients of certain investment advisory businesses acquired by the Firm.
Item 7-Types of Clients
We generally provide investment advice to the following types of clients:
Individuals (including high net worth individuals)
•
• Pension and profit-sharing plans
• Trusts, estates, or charitable organizations
• Corporations or business entities other than those listed above
• Private funds
As discussed elsewhere in this Brochure, we may impose minimum account size requirements
with respect to certain of our advisory services. In addition, certain third-party managers may
impose more restrictive account requirements and varying billing practices than us. In such
instances, we may alter our corresponding account requirements and/or billing practices to
accommodate those of the manager(s).
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Private Funds
Please see the relevant offering materials for more information on investor eligibility requirements
and minimum investment amounts for each private fund managed by the Firm.
Item 8-Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
Wealth Management Services
The Firm generally constructs portfolios for our clients using a broad mix of investment types,
including but not limited to, individual stocks, bonds, ETFs, exchange-traded notes, closed-end
funds, mutual funds, private pooled investment vehicles, structured notes, options, derivatives,
alternative investments and digital assets. The Firm will manage its clients’ assets through the
direct purchase of securities, by allocating to other managers and/or by investing in a variety of
funds. Each client’s asset allocation is determined by their specific objectives and unique
circumstances. The Firm’s investment approach begins with a clear and thorough understanding
of each client’s objectives, time horizon, risk, profile and income needs. We utilize a long-term
strategy when providing and implementing our advice. However, should a client’s situation
change or the basis for making an investment change, there are occasions where we will utilize a
short term strategy and securities are held less than one year.
The Firm uses active and passive management strategies. In developing our investment strategies,
members of the investment team, with oversight from the Investment Committee, conduct both
quantitative and, for certain strategies and managers, qualitative reviews in an effort to identify
leading investment strategies in each asset category detailed below. Preliminary screening is
quantitatively driven and focused on performance, sources of returns and consistency of attributes.
A subset of strategies identified through this process is then subjected to a more detailed
quantitative and qualitative analysis. Quantitative measures focus on the history and evolution of
each managers’ respective discipline and outcomes. Qualitative considerations can include the
size, tenure, evolution and structure of the underlying organization; the tenure and contributions
of the investment team; the internal management processes and controls; and the history and
growth of assets under management. For a group of selected managers, these reviews are
augmented with ongoing contact and oversight.
Within a client’s portfolio, we may employ one or more of the strategies detailed below as well as
other investment strategies. Within a strategy, the Firm may invest in individual securities, utilize
other managers through separate accounts and/or invest in funds. Many of the strategies detailed
below are offered through managed accounts with third party managers through separate accounts
or funds.
Notwithstanding, a limited number of wealth advisors may include in client portfolios investments
and strategies not reviewed in the manner described above, subject to oversight by senior
investment professionals.
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Principal Investment Strategies
The Firm may construct portfolios consisting of closed-end funds, ETFs, mutual funds and other
investment vehicles which pursue investment strategies focused on global equities, global bonds,
real assets and alternatives (managed futures, private funds and insurance linked products), among
others.
Other Available Investment Strategies
From time to time, we recommend that clients authorize the active discretionary management of a
portion of their assets by and/or among certain third-party manager(s) where appropriate based
upon the stated investment objectives of the client.
Options Strategies
We offer a variety of options strategies to our clients. Options are investments whose ultimate
value is determined from the value of the underlying investment. Some of our options strategies
utilize a significant amount of leverage on a client’s underlying collateral positions which involves
the borrowing of funds from brokerage firms, banks and other institutions in order to be able to
increase the amount of capital available for marketable securities investments.
Structured Notes
We offer structured notes strategies to our clients. Structured notes are a contract between an
issuing financial institution and the purchaser and possess certain intricate derivative-like features.
Our structured notes strategies utilize leverage.
Variable Prepaid Forwards
We offer variable prepaid forward strategies to our clients. A variable prepaid forward is an
agreement to sell a variable number of shares at a specified future date (typically one to three
years) in exchange for the upfront cash payment. The cash payment is generally between 70% and
90% of the stock’s current market value and is determined based on factors such as the stock
position, size, interest rates, volatility, duration, and structure. To execute a variable prepaid
forward, the investor executes an equity collar, choosing the maturity date, floor price, and cap
price. The investor receives cash immediately equal to the floor price per share, less the financing
costs, less the cost of the equity collar (if any). The investor continues to hold the underlying stock
during its life, retaining voting rights and dividends.
Personalized Equity Portfolios
From time to time, we may construct direct indexing strategies for our clients. Direct indexing is
a method of investing where one or more broad indexes is replicated or mimicked by purchasing
numerous individual stock positions. In taxable accounts, a strategy of tax loss harvesting is often
employed in direct indexing accounts. Certain deviations from strictly mimicking indexes may be
present to accommodate previously held low-basis stock positions in clients’ accounts, or their
stated values based investing preferences.
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Equity Strategies
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),
value, growth, socially conscious and direct indexing. In strategies other than direct indexing, we
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.
Fixed Income Strategies
For our managed account fixed income strategies, our primary objective is capital preservation.
Secondary objectives include providing steady income and the potential for capital appreciation.
For managed accounts over $500,000, 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.
For managed accounts under $500,000, we managed laddered bond strategies in which bonds are
purchased according to a model and are only sold because of changing opinions on the bond’s
credit quality or a bond maturing.
Clients of firms that have been acquired by the Firm as the result of a merger or acquisition may
have different investment strategies, based on the predecessor firm’s models that were in place at
the time the client entered into an advisory agreement with that firm. The Firm continues to honor
these arrangements for those legacy clients.
Risk of Loss
Investing in securities involves a risk of loss that you should be prepared to bear, including loss of
your original principal. Past performance is not indicative of future results, therefore, you should
not assume that future performance of any specific investment or investment strategy will be
profitable. We do not provide any representation or guarantee that your goals will be achieved.
In addition to general investment risks, there are additional material risks associated with the types
of strategies and private funds in which your account invests from time to time. Please refer to the
relevant prospectus or offering materials for more information regarding risk factors for a
particular investment in an ETF, closed-end fund, mutual fund, private fund or other pooled
vehicle. Depending on the different types of investments and strategies employed for your
account, there are varying degrees of risk:
• Market Risk – Either the market as a whole, or the value of an individual company, goes
down, resulting in a decrease in the value of client investments. Global markets are
interconnected, and events like hurricanes, floods, earthquakes, forest fires and similar
natural disturbances, war, terrorism or threats of terrorism, civil disorder, public health
crises, and similar “Act of God” events have led, and may in the future lead, to increased
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short-term market volatility and may have adverse long-term and wide-spread effects on
world economies and markets generally. Clients may have exposure to countries and
markets impacted by such events, which could result in material losses.
• Geopolitical Risks – Unexpected political, regulatory and diplomatic events within the
United States and abroad, such as the U.S.-China “trade war,” may affect investor and
consumer confidence and may adversely impact financial markets and the broader
economy, perhaps suddenly and to a significant degree. The current political climate and
the renewal or escalation of a trade wars between United States and other countries may
have an adverse effect on both the U.S. and such other countries’ economies, including as
the result of one country’s imposition of tariffs on the other country’s products. In addition,
sanctions or other investment restrictions could preclude the clients from investing in
certain non-U.S. issuers or cause the clients to sell investments at disadvantageous times.
Events such as these and their impact on clients and their investments are difficult to predict
and further tariffs may be imposed or other escalating actions may be taken in the future.
For example, the United States recently imposed additional tariffs on imports from certain
countries. These additional tariffs, as well as a government’s adoption of “buy national”
policies or retaliation by another government against such tariffs or policies may have
introduced significant uncertainty into the market. At this time, it remains unclear what
additional actions, if any, will be taken by the United States or other governments with
respect to international trade agreements, the imposition of additional tariffs on goods
imported into the United States, tax policy related to international commerce, increased
export control, sanctions and investment restrictions, or other trade matters. Other effects
of these changes, including impacts on the price of raw materials, and responsive or
retaliatory actions from governments could also have significant impacts on markets.
• Federal Workforce Reductions and Budget Cuts – The current administration has
commenced efforts to implement significant changes to the size and scope of the federal
government and reform its operations to achieve stated goals that include reducing the
federal budget deficit and national debt, improving the efficiency of government
operations, and promoting innovation and economic growth. To date, these efforts have
been carried out through a mix of executive actions aimed at eliminating or modifying
federal agency and federal program funding, reducing the size of the federal workforce,
reducing or altering the scope of activities conducted by, and possibly eliminating, various
federal agencies and bureaus, and encouraging the use of artificial intelligence and other
advanced technologies within the public and private sectors. These changes, if
implemented and taken as a whole, may have varied effects on the economy that are
difficult to predict. For instance, the delivery of government services and the distribution
of federal program funds and benefits may be disrupted or, in some cases, eliminated as a
result of funding cuts or recasting of federal agency mandates. Further, a substantial
reduction of the federal workforce could adversely affect regional and local economies,
both directly and indirectly, in geographies with significant concentrations of federal
employees and contractors. It is possible that such comprehensive changes to the federal
government may be materially adverse to the regional and local economies and financial
markets more broadly.
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• Equity Risk – Stocks are susceptible to fluctuations and to the volatile increases and
decreases in value as their issuer’s confidence in or perceptions of the market change.
Investors holding common stock of any issuer are generally exposed to greater risk than if
they hold preferred stock or debt obligations of the issuer.
• Company Risk – There is always a level of company or industry risk when investing in
stock positions. This is referred to as unsystematic risk and can be reduced through
appropriate diversification. There is the risk that a company will perform poorly or that its
value will be reduced based on factors specific to it or its industry.
• Options Risk – Options on securities are subject to greater fluctuations in value than
investing in the underlying securities. Purchasing and writing put or call options are highly
specialized activities and involve greater investment risk. Puts and calls are the right to
sell or buy a specified amount of an underlying asset at a set price within a set time. Options
like other securities carry no guarantees, and investors should be aware that it is possible
to lose all of your initial investment, and sometimes more. Option holders risk the entire
amount of the premium paid to purchase the option. If a holder’s option expires “out-of-
the-money” the entire premium will be lost. Option writers may carry an even higher level
of risk since certain types of options contracts can expose writers to unlimited potential
losses. Extreme market volatility near an expiration date could cause price changes that
result in the option expiring worthless. Since options derive their value from an underlying
asset, which may be a stock or securities index, any risk factors that impact the price of the
underlying asset will also indirectly impact the price and value of the option.
• Margin Risk–Margin trading involves interest charges and risks, including the potential to
lose more than deposited or the need to deposit additional collateral in a falling market. A
margin transaction occurs when an investor uses borrowed assets by using other securities
as collateral to purchase financial instruments. The effect of purchasing a security using
margin is to magnify any gains or losses sustained by the purchase of the financial
instruments on margin. To the extent that a client authorizes the use of margin, and margin
is thereafter employed by the Firm in the management of a client’s investment portfolio,
the market value of the client’s account and corresponding fee payable by the client to the
Firm will generally be increased, unless accounts hold options, in which case the fee may
be decreased under certain market conditions. As a result, in addition to understanding and
assuming the additional principal risk associated with the use of margin, clients authorizing
margin are advised of the potential conflict of interest whereby the client’s decision to
employ margin will correspondingly increase the advisory fee payable to the Firm.
• Short selling–This is an investment strategy which involves the selling of assets that the
investor does not own. The investor borrows the assets from a third party lender (i.e.,
Broker-Dealer) with the obligation of buying identical assets at a later date to return to the
third party lender. Individuals who engage in this activity shall only profit from a decline
in the price of the assets between the original date of sale and the date of repurchase.
• Covered Call Risk–The writer of a covered call forgoes the opportunity to benefit from an
increase in the value of the underlying interest above the option price, but continues to bear
the risk of a decline in the value of the underlying interests.
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• Small and Medium–Capitalization Companies – Depending on the strategy, the Firm
invests client assets in the stocks of companies with small- to medium-sized market
capitalizations. While the Firm believes they often provide significant profit opportunities,
those stocks, particularly smaller-capitalization stocks, involve higher risks in some
respects than investments in stocks of larger companies. For example, prices of small-
capitalization and even medium capitalization stocks are often more volatile than prices of
large-capitalization stocks, and the risk of bankruptcy or insolvency of many smaller
companies is higher than for larger, “blue-chip” companies. In addition, due to thin trading
in some small capitalization stocks, an investment in those stocks are likely illiquid (see
discussion below).
• Socially Conscious Investing–Depending on the strategy or client-specific restrictions, a
client’s account may undergo exclusionary or
inclusionary screening based
on environmental, social and corporate governance criteria, as well as other criteria based
on religious beliefs. These criteria are nonfinancial reasons to exclude or include a
security and therefore the client’s account or strategy may forgo some market opportunities
available to portfolios that don’t use such screening. Stocks selected following these
criteria may shift into and out of favor with stock market investors depending on market
and economic conditions, and the client’s or strategy’s performance may at times be better
or worse than the performance of accounts or strategies that do not use such criteria.
• Fixed Income Risk–Investing in bonds involves the risk that the issuer will default on the
bond and be unable to make payments. In addition, individuals depending on set amounts
of periodically paid income face the risk that inflation will erode their spending power.
Fixed-income investors receive set, regular payments that face the same inflation risk. The
fixed income instruments purchased by a client are subject to the risk that market values of
such securities will decline as interest rates increase. These changes in interest rates have
a more pronounced effect on securities with longer durations. Fixed income securities are
also subject to reinvestment risk in that if interest rates are falling during a period of
reinvestment, returns will be lower. Interest rate risk increases as portfolio duration
increases. Reinvestment risk increases as portfolio duration decreases.
• Non-Investment Grade Bonds–Depending on the strategy, a client account will invest in
bonds (commonly known as “junk bonds”) that are of below investment grade quality
(rated below Baa3 by Moody’s Investors Service, Inc. or below BBB- by Standard &
Poor’s Ratings Group and Fitch Ratings or, if unrated, reasonably determined by the Firm
to be of comparable quality) (“non-investment grade bonds”). An account’s investments in
non-investment grade bonds are predominantly speculative because of the credit risk of
their issuers. While normally offering higher yields, non-investment grade bonds typically
entail greater potential price volatility and will likely be less liquid than investment grade
securities.
• Distressed Securities–An account, depending on the strategy, will invest in securities of
companies that are experiencing or have experienced significant financial or business
difficulties. Distressed securities may generate significant returns for an account, but also
involve a substantial degree of risk. In certain circumstances, an account will lose a
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substantial portion or all of its investment in a distressed company or be required to accept
cash or securities with a value less than an account’s original investment. The market prices
of such investments are also subject to abrupt and erratic market movements and above
average price volatility, and the spread between the bid and asked prices of such
investments will likely be greater than for non-distressed securities.
• ETF, Closed-end Fund and Mutual Fund Risk–ETF, closed-end fund and mutual fund
investments bear additional expenses based on a pro-rata share of operating expenses,
including potential duplication of management fees. The risk of owning an ETF, closed-
end fund or mutual fund generally reflects the risks of owning the underlying securities
held by the ETF, closed-end fund or mutual fund. If the ETF, closed-end fund or mutual
fund fails to achieve its investment objective, the account’s investment in the fund may
adversely affect its performance. In addition, because ETFs and many closed-end funds are
listed on national stock exchanges and are traded like stocks listed on an exchange, (1) the
account may acquire ETF or closed end fund shares at a discount or premium to their NAV,
and (2) the account may incur greater expenses since ETFs are subject to brokerage and
other trading costs. Since the value of ETF shares depends on the demand in the market,
we may not be able to liquidate the holdings at the most optimal time, adversely affecting
performance. Closed-end funds which are not publicly offered provide only limited
liquidity to investors. Closed-end funds generally are not required to buy their shares back
from investors upon request. In addition, they are allowed to hold a greater percentage of
illiquid securities in their investment portfolios than mutual funds.
•
the fund manager may only be able
Interval Fund Risks–Interval funds are classified as closed-end funds, but they have some
distinctive features that make them different. Interval funds continuously or periodically
offer their shares at a price based on the fund’s net asset value. But most of them do not
trade on a national securities exchange and instead buy back or “repurchase” shares directly
from investors. Repurchases are offered periodically (often quarterly), which means
investors are provided with limited liquidity. Accordingly, investments in interval funds
can expose investors to liquidity risk, and that risk is greater in funds that invest in
securities of companies with smaller market capitalizations, derivatives or securities with
substantial market and/or credit risk. There is no guarantee that investors will be able to
sell their shares at any given time or in the desired amount. Interval funds may offer to
repurchase as low as 5% of shares in a given quarter. If in a time of market stress, a lot
of investors attempt to exit their positions,
to
accommodate this slowly over multiple quarters. Because of this it’s best to consider
investments in interval funds to be illiquid.
• Exchange Traded Notes–An account, depending on the strategy, may invest in exchange
traded notes (“ETNs”). ETNs are a type of senior, unsecured, unsubordinated debt security
issued by financial institutions that combine aspects of both bonds and ETFs. An ETN’s
returns are based on the performance of a market index minus fees and expenses. Similar
to ETFs, ETNs are listed on an exchange and traded in the secondary market. However,
unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will
pay a return linked to the performance of the market index to which the ETN is linked
minus certain fees. Like other index-tracking instruments, ETNs are subject to the risk that
the value of the index may decline, at times sharply and unpredictably. In addition,
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ETNs—which are debt instruments—are subject to risk of default by the issuer. ETNs are
subject to both market risk and the risk of default by the issuer. ETNs are also subject to
the risk that a liquid secondary market for any particular ETN might not be established or
maintained.
• REITs and Real Estate Risk–The value of an account’s investment in real estate investment
trusts (“REITs”) may change in response to changes in the real estate market. A strategy’s
investments in REITs may subject it to the following additional risks: declines in the value
of real estate, changes in interest rates, lack of available mortgage funds or other limits on
obtaining capital and financing, overbuilding, extended vacancies of properties, increases
in property taxes and operating expenses, changes in zoning laws and regulations, casualty
or condemnation losses, and tax consequences of the failure of a REIT to comply with tax
law requirements. An account will bear a proportionate share of the REIT’s ongoing
operating fees and expenses, which may include management, operating and administrative
expenses
•
International Investing Risk–International investing, especially in emerging markets,
involves special risks, such as currency exchange and price fluctuations, as well as political
and economic risks.
• Emerging Markets Risk–The risks associated with foreign investments are heightened
when investing in emerging markets. The governments and economies of emerging market
countries may show greater instability than those of more developed countries. Such
investments tend to fluctuate in price more widely and to be less liquid than other foreign
investments.
• Liquidity Risk–Liquidity is the ability to readily convert an investment into cash. The less
liquid an asset is, the greater the risk that, if circumstances require an investor to sell the
asset quickly, it will be sold at a price below fair value. Generally, an asset is more liquid
if it represents a standardized product or security and there are many traders interested in
making a market in that product or security. For example, Treasury Bills are highly liquid,
while real estate properties are not.
• Collateralized Debt Obligations, Collateralized Loan Obligations–We may invest client
accounts in collateralized debt obligations (“CDO”), collateralized loan obligations
(“CLO”) and other related instruments. The portfolio may consist of CLO equity, multi-
sector CDO equity, trust preferred CDO equity and CLO mezzanine debt. Such securities
are subject to credit, liquidity and interest rate risks. The equity and other tranches
purchased by a client may be unrated or non-investment grade, which means that a greater
possibility that adverse changes in the financial condition of an issuer or in general
economic conditions or both may impair the ability of the related issuer or obligor to make
payments of principal or interest. Such investments may be speculative. In addition, as a
holder of equity, there are limited remedies available upon the default of the CLO or CDO.
• Structured Notes–We may invest clients’ accounts in structured notes. These are complex
instruments consisting of a bond component and an imbedded derivative. Structured notes
that provide for the repayment of principal at maturity are subject to the credit risk of the
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issuing financial institution. Structured notes that do not offer this protection may cause a
client to lose some, or all, of its principal. Depending on the nature of the linked asset or
index, the market risk of the structured note may include changes in equity or commodity
prices, changes in interest rates or foreign exchange rates, or market volatility. After
issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to
value given their complexity. A client’s ability to trade or sell structured notes in a
secondary market is often very limited and clients should, therefore, be prepared to hold a
structured note to its maturity date, or risk selling the note at a discount to its value at the
time of sale. Structured notes may have complicated payoff structures that can make it
difficult for clients to accurately assess their value, risk and potential for growth through
the term of the structured note. Determining the performance of each note can be complex
and this calculation can vary significantly from note to note depending on the structure.
Notes can be structured in a wide variety of ways. Structured notes expose investors to
credit risk: if the structured note issuer defaults on these obligations, investors may lose
some, or all, of the principal amount they invested in the structured notes as well as any
other payments that may be due on the structured notes. If a structured note has a “call
provision” and the issuer “calls” the structured note, investors may not be able to reinvest
their money at the same rate of return provided by the structured note that the issuer
redeemed.
• Master Limited Partnerships (“MLPs”)–MLP investing includes risks such as equity and
commodity-like volatility. Also, distribution payouts sometimes include the return of
principal and, in these instances, references to these payouts as “dividends” or “yields”
may be inaccurate and may overstate the profitability/success of the MLP. Additionally,
there are potentially complex and adverse tax consequences associated with investing in
MLPs. This is largely dependent on how the MLPs are structured and the vehicle used to
invest in the MLPs.
• Alternative Investment Risk–Alternative investments encompass a broad array of
strategies, each with its own unique return and risk characteristics that must be considered
on a case-specific basis.
•
Insurance Linked Securities–Investments in insurance linked securities (“ILS”) are subject
to various types of risk: The primary risk relates to reinsurance triggering events, for
example: (i) natural catastrophes, such as hurricanes, tornados, or earthquakes of a
particular size/magnitude in a designated geographic area; or (ii) non-natural events, such
as large commercial accidents (e.g., marine or aviation). Such events, if they occur at
unanticipated frequencies or severities, could result in reduced investment returns for ILS
investors and even the loss of principal. There is no way to predict with complete accuracy
whether a triggering event will occur, and because of this significant uncertainty, ILS carry
a high degree of risk. Valuation risk is the risk that the ILS is priced incorrectly due to
factors such as incomplete data, market instability, model & human error. In addition,
pricing of ILS is subject to the added uncertainty caused by the inability to generally predict
whether, when or where a natural disaster or other triggering event will occur.
• Managed Futures–Managed futures strategies typically utilize derivatives, such as futures,
options, structured notes and swap agreements, which provide exposure to the price
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movements of a commodity (i.e., oil, grain, livestock) or a financial instrument (i.e.,
currency, index). The use of derivatives can be highly volatile, illiquid and difficult to
manage. Derivatives involve greater risks than the underlying obligations because in
addition to general market risks, they are subject to illiquidity risk, counterparty risk, credit
risk, pricing risk and leveraging risk. A highly liquid secondary market may not exist for
certain derivatives utilized by this strategy, and there can be no assurances that one will
develop.
• Digital Assets–We may invest client accounts in virtual currencies, crypto-currencies, and
digital coins and tokens (“Digital Assets”). The investment characteristics of Digital Assets
generally differ from those of traditional currencies, commodities or securities.
Importantly, Digital Assets are not backed by a central bank or a national, supra-national
or quasi-national organization, any hard assets, human capital, or other form of credit.
Rather, Digital Assets are market-based: a Digital Asset’s value is determined by (and
fluctuates often, according to) supply and demand factors, the number of merchants that
accept it, and/or the value that various market participants place on it through their mutual
agreement, barter or transactions.
• Price Volatility of Digital Assets–A principal risk in trading Digital Assets is the rapid
fluctuation of market price. High price volatility undermines Digital Assets’ role as a
medium of exchange as consumers or retailers are much less likely to accept them as a
form of payment. The value of client portfolios relates in part to the value of the Digital
Assets held in the client portfolio and fluctuations in the price of Digital Assets could
adversely affect the value of a client’s portfolio. There is no guarantee that a client will be
able to achieve a better than average market price for Digital Assets or will purchase Digital
Assets at the most favorable price available. The price of Digital Assets achieved by a
client may be affected generally by a wide variety of complex and difficult to predict
factors such as Digital Asset supply and demand; rewards and transaction fees for the
recording of transactions on the blockchain; availability and access to Digital Asset service
providers (such as payment processors), exchanges, miners or other Digital Asset users and
market participants; perceived or actual Digital Asset network or Digital Asset security
vulnerability; inflation levels; fiscal policy; interest rates; and political, natural and
economic events.
• Digital Asset Service Providers–Several companies and financial institutions provide
services related to the buying, selling, payment processing and storing of virtual currency
(i.e., banks, accountants, exchanges, digital wallet providers, and payment processors).
However, there is no assurance that the virtual currency market, or the service providers
necessary to accommodate it, will continue to support Digital Assets, continue in existence
or grow. Further, there is no assurance that the availability of and access to virtual currency
service providers will not be negatively affected by government regulation or supply and
demand of Digital Assets. Accordingly, companies or financial institutions that currently
support virtual currency may not do so in the future.
• Custody of Digital Assets–Under the Advisers Act, SEC registered investment advisers are
required to hold securities with “qualified custodians,” among other requirements. Certain
Digital Assets may be deemed to be securities. Currently, many of the companies providing
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Digital Assets custodial services fall outside of the SEC’s definition of “qualified
custodian”, and many long-standing, prominent qualified custodians do not provide
custodial services for Digital Assets or otherwise provide such services only with respect
to a limited number of actively traded Digital Assets. Accordingly, clients may use non-
qualified custodians to hold all or a portion of their Digital Assets.
• Government Oversight of Digital Assets–The regulatory schemes—both foreign and
domestic—possibly affecting Digital Assets or a Digital Asset network may not be fully
developed and subject to change. It is possible that any jurisdiction may, in the near or
distant future, adopt laws, regulations, policies or rules directly or indirectly affecting a
Digital Asset network, generally, or restricting the right to acquire, own, hold, sell, convert,
trade, or use Digital Assets, or to exchange Digital Assets for either fiat currency or other
virtual currency. It is also possible that government authorities may take direct or indirect
investigative or prosecutorial action related to, among other things, the use, ownership or
transfer of Digital Assets, resulting in a change to its value or to the development of a
Digital Asset network.
• Management Risk–Investments also vary with the success and failure of the investment
strategies, research, analysis and determination of portfolio securities. If our strategies do
not produce the expected returns, the value of your investments will decrease.
• Risk of Loss–Investing in securities involves risk of loss that clients should be prepared
to bear. We do not represent or guarantee that our services or methods of analysis can or
will predict future results, successfully identify market tops or bottoms, or insulate clients
from losses due to market corrections or declines. We cannot offer any guarantees or
promises that your financial goas and objectives will be met.
• Non-Diversification Risk–If a strategy is “non-diversified,” its investments are not
required to meet certain diversification requirements under federal law. A “non-
diversified” strategy is permitted to invest a greater percentage of its assets in the securities
of a single issuer than a diversified strategy. Thus, the strategy may have fewer holdings
than other strategies. As a result, a decline in the value of those investments would cause
the strategy’s overall value to decline to a greater degree than if the strategy held a more
diversified portfolio.
• Risk Related to Funds Not Registered–Client may invest in funds that are not registered as
investment companies under the Investment Company Act and, therefore, the client will
not have the benefit of various protections afforded by the Investment Company Act with
respect to its investment in underlying funds. In addition, some underlying fund managers
will not be registered as investment advisers under the Advisers Act in reliance on certain
exceptions from registration under that Act. In such cases, underlying fund managers will
not be subject to various disclosure requirements that would apply to registered advisers.
As an investor in the underlying funds managed by fund managers that are not registered
as investment advisers, the client will not have the benefit of certain protections of the
Advisers Act.
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• Technology and Cybersecurity–The Firm’s information and technology systems may be
vulnerable to damage or interruption from computer viruses, network failures, computer
and telecommunication failures, infiltration by unauthorized persons and security breaches,
usage errors by its professionals, power outages and catastrophic events such as fires,
tornados, floods, hurricanes and earthquakes. Although the Firm has implemented various
measures to protect the confidentiality of its internal data and to manage risks relating to
these types of events, if these systems are compromised, become inoperable for extended
periods of time or cease to function properly, the Firm will likely have to make a significant
investment to fix or replace them. The failure of these systems and/or of disaster recovery
plans for any reason could cause significant interruptions in the Firm’s operations and
result in a failure to maintain the security, confidentiality or privacy of sensitive data,
including personal information relating to clients. Such a failure could harm the Firm’s
reputation or subject it or its affiliates to legal claims and otherwise affect their business
and financial performance. The Firm will seek to notify affected clients of any known
cybersecurity incident that will likely pose substantial risk of exposing confidential
personal data about such clients to unintended parties.
• Repurchase Agreements–A client may enter into repurchase agreements, where a party
agrees to sell a security to the client and agrees to repurchase the security at an agreed-
upon price at a stated time. A repurchase agreement is like a loan by the client to the other
party that creates a fixed return for the client. All repurchase agreements are collateralized
with underlying securities. A client could incur a loss on a repurchase transaction if the
other party defaults, the value of the underlying collateral declines or the client’s ability to
sell the collateral is restricted or delayed.
• Reverse Repurchase Agreements–A client may enter into reverse repurchase agreements,
where a client sells a security to a party for a specified price, with the simultaneous
agreement by the client to repurchase that security from that party on a future date at an
agreed upon price. Similar to borrowing, reverse repurchase agreements provide a client
with cash for investment purposes, which creates leverage and subjects the client to the
risks of leverage. Reverse repurchase agreements also involve the risk that the other party
may fail to return the securities in a timely manner or at all. A client could lose money if it
is unable to recover the securities and the value of collateral held by the client, including
the value of the investments made with cash collateral, is less than the value of securities.
• Other Risks, Information and Sources of Information–Client accounts are also subject to
investment style risk. A client account invested in one of our investment strategies involves
the risk that the investment strategy may underperform other investment strategies or the
overall market. The Firm does not offer any products or services that guarantee rates of
return on investments for any time period to any client. All clients assume the risk that
investment returns may be negative or below the rates of return of other investment
advisers, market indices or investment products.
• Regulation Risk–Regulation and laws affecting the Firm change from time to time. The
firm cannot predict the effects, if any, of future regulatory and legal changes on our
business or the services provided.
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•
Inflation Risk–Security prices and portfolio returns will vary in response to changes in
inflation and interest rates. Inflation causes the value of future dollars to be worth less and
may reduce the purchasing power of a client’s future interest payments and principal.
Inflation also generally leads to higher interest rates, which may cause the value of many
types of security investments to decline.
•
Interest Rate Risks–The prices of and the income generated by, most debt and equity
securities will most likely be affected by changes interest rates and by changes to the
effective maturities and credit ratings of these securities. In addition, falling interest rates
may cause an issuer to redeem or refinance a security before its stated maturity date, which
would typically result in have to reinvest the proceeds in lower-yielding securities.
• Credit Risk–Debt securities are credit risk, which is the possibility that the credit strength
of an issuer will weaken and/or an issuer of a debt security will fail to make timely
payments of principal or interest and the security will go into default.
• Risks Related to Conflicts of Interest–Various conflicts of interest are discussed throughout
this document. Please review this information carefully and contact us if you have any
questions.
• Data Sources Risks–The Firm uses external software applications to analyze performance
attribution and to assist in investment decision making or investment research. As a result,
if information that the Firm receives from a third-party data source is incorrect, the Firm
may not achieve the desired results. Although the Firm has found the third-party data
sources to be generally reliable, the Firm typically receives these services “as is” and
cannot guarantee that the data received from these sources is accurate.
• VPFs -A variable prepaid forward (VPF) contact risks include but are not limited to:
Complexity and Legal Risk - Negotiating and structuring a VPF contract requires legal and
financial expertise. Poorly structured contracts may lead to unintended tax implications or
liquidity constraints so professional legal advice is essential. Market/Derivative Risk -
Since the transaction sets a cap on potential gains, investors may miss out on higher returns
if their stock price rises significantly beyond the contracted threshold. Regulatory and Tax
Risk - VPF contracts must be monitored to ensure compliance with IRS tax regulations.
Misuse or structuring contracts improperly could lead to tax penalties and legal
consequences. VPFs also must comply with SEC insider-trading restrictions and
disclosures. Professional tax and legal advice are essential to navigate these complexities.
Liquidity Risk - While VPFs provide liquidity upfront, the investor must deliver shares or
cash at maturity. Financing Risk - The difference between the current market value of the
stock and the cash advance received represents the fixed financing cost, which can be
substantial. Suitability Risk - VPFs are not appropriate for less sophisticated investors and
those with a net worth of less than $5 million. Counterparty Risk - These contracts involve
counterparties such as investment banks or financial institutions. If the counterparty fails
to meet its obligations, the investor could face significant financial losses.
Allocations to third-party managers and investors in third-party investment funds (including
registered funds and private funds) are subject to the following additional risks:
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• Third-Party Aggressive Investment Technique Risk–Managers and investment funds may
use investment techniques and financial instruments that may be considered aggressive,
including but not limited to investments in derivatives, such as futures contracts, options
on futures contracts, securities and indices, forward contracts, swap agreements and similar
instruments. Such techniques may also include taking short positions or using other
techniques that are intended to provide inverse exposure to a particular market or other
asset class, as well as leverage, which can expose a client’s account to potentially dramatic
changes (losses or gains). These techniques may expose a client to potentially dramatic
changes (losses) in the value of its allocation to the manager and/or investment fund.
• Liquidity and Transferability–Certain investment funds – for example, private funds and
interval funds -- offer their investors only limited liquidity and interests are generally not
freely transferable. In addition to other liquidity restrictions, investments investment funds
may offer liquidity at infrequent times (i.e., monthly, quarterly, annually or less
frequently). Accordingly, investors in investment funds should understand that they may
not be able to liquidate their investment in the event of an emergency or for any other
reason.
• Possibility of Fraud and Other Misconduct–When client assets are allocated to a manager
or investment funds, the Firm does not have custody of the assets. Therefore, there is the
risk that the manager or investment fund or its custodian could divert or abscond with those
assets, fail to follow agreed upon investment strategies, provide false reports of operations,
or engage in other misconduct. Moreover, there can be no assurances that all managers and
investment funds will be operated in accordance with all applicable laws and that assets
entrusted to manager or investment funds will be protected.
• Counterparty Risk–The institutions (such as banks) and prime brokers with which a
manager or investment fund does business, or to which securities have been entrusted for
custodial purposes, could encounter financial difficulties. This could impair the operational
capabilities or the capital position of a manager or create unanticipated trading risks.
The summary above is qualified in its entirety by the risk factors set forth in the applicable offering
materials for the applicable product.
Item 9-Disciplinary Information
The Firm is required to disclose all material facts regarding any legal or disciplinary events that
would be material to your evaluation of the Firm, or the integrity of our management. The Firm
reviews advisory personnel records on a periodic basis to ensure that no disciplinary events have
been reported. The Firm has no material legal or disciplinary events in response to this item. The
Firm maintains ADV Part 2B for its advisors, which are provided to each client, and detail each
individual team member’s professional credentialing, and other pertinent information about the
advisor.
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Item 10-Other Financial Industry Activities and Affiliations
We have relationships and arrangements that are material to our advisory business or to our clients
with related persons that provide a variety of financial services and products, as detailed below.
When appropriate for a client, we use and/or recommend services and products offered by the
Firm, its principal voting owners, each of their respective affiliates and/or parties in which the
Firm or its affiliates have a financial interest.
With respect to the services and products (including private funds) described herein offered by the
Firm’s principal voting owners and their affiliates, namely Mariner Parent, 1248, LGP and NBAA,
there exists a conflict of interest in our recommending such services or products to the Firm’s
clients as all or a portion of the revenues earned by such parties ultimately flow to the Firm’s
principal voting owners and/or their affiliates. Except as noted herein, the affiliated services,
products and private funds charge fees in addition to the fees charged by the Firm. As such, the
Firm has an indirect financial incentive to recommend other services/products provided and/or
private funds managed by such parties.
Specifically, Martin Bicknell, the CEO and President of the Firm, has significant ownership stakes
in Mariner Parent and 1248, which in turn directly and indirectly hold financial interests in various
other investment advisers and other financial entities, as detailed below. Where the Firm
recommends services or products provided by Mariner Parent, 1248 or its affiliates, the Firm will
provide such recommendations to applicable clients on a fully disclosed basis, as applicable.
In addition, as discussed herein, the Firm is owned in significant part by entities affiliated with
LGP and NBAA. Each of LGP and NBAA are large, global financial services firms, offering a
wide range of financial products and services. Further, as part of their standard business operations,
LGP and NBAA will periodically, directly or indirectly, own or control other financial services
companies. Due to the global nature of the products and services offered by LGP and NBAA
directly, and each of their portfolio companies indirectly, the Firm may allocate or recommend to
clients the products and/or services offered by LGP, NBAA or their portfolio companies from time
to time. Any such decision will be based on client-specific considerations, needs and
circumstances, and incidental to any indirect financial interest on the part of LGP and/or NBAA.
Additional information relating to the products and services of LGP and NBAA is publicly
available on their respective Form ADVs, as filed with the SEC.
The Firm seeks to manage the conflicts of interest discussed above by disclosing them to clients
and not sharing revenue from affiliated services, products and private funds with the wealth
advisors who recommend client investments, except as specifically disclosed to the applicable
client. Further, the affiliated services, products and private funds are recommended to clients by
wealth advisors with consideration of various factors, including but not limited to, the client’s
investment objective and financial circumstances. The Firm has procedures in place to monitor the
conflicts of interest presented by these relationships.
Other Investment Advisers
The Firm is affiliated with and controls:
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• Mariner Wealth Advisors-IC, LLC (CRD No. 289886), a SEC registered investment
adviser, which provides referral services to the Firm by introducing prospective clients to
the Firm who may have an interest in utilizing the Firm’s investment advisory and/or
related services.
• Baystate Wealth Management LLC (CRD No. 151664), a SEC registered investment
adviser.
• Mariner Institutional, LLC (CRD No. 111964), a SEC registered investment adviser.
The Firm is affiliated with and under common control with:
• Mariner Platform Solutions, LLC (CRD No. 305418), a SEC registered investment adviser.
• Mariner Independent Advisor Network, LLC (CRD No. 283824), a SEC registered
investment adviser.
• Mariner Wealth Advisors-PR, LLC (CRD No. 329377), a SEC registered investment
adviser.
The Firm is affiliated with and under common control with the following investment advisers as a
result of 1248’s significant ownership stake through its subsidiary holding company, Montage
Investments, LLC.
• 1248 Partners, LLC (CRD No. 325304), a SEC registered investment adviser;
• Flyover Capital Partners, LLC (CRD No. 173709), a SEC registered investment adviser;
and
• Ubiquity Management, LP (CRD No. 311168), an exempt reporting investment adviser.
These investment advisers serve as the investment manager or investment adviser to private funds,
(please see the Form ADV of each adviser for specific information). The Firm recommends that
certain clients invest in affiliated private funds should a client’s wealth advisor determine such
investments are in the client’s best interest and in accordance with the client’s investment
objectives.
Relevant information, terms and conditions relative to the aforementioned affiliated private funds,
including the investment objectives and strategies, minimum investments, qualification
requirements, suitability, fund expenses, risk factors, and potential conflicts of interest, are set
forth in the offering documents (which typically include confidential private offering
memorandum, Limited Partnership Agreement/Limited Liability Company Agreement, or
Subscription Agreement), which each investor is required to receive and/or execute prior to being
accepted as an investor.
Through the ownership structures discussed above, Mariner Parent’s affiliates have a passive,
direct or indirect minority financial interest in the following investment advisers.
• Eaglebrook Advisors, Inc (CRD No. 304438), a SEC registered investment adviser;
• Altruist, LLC (CRD No. 299398), a SEC registered investment adviser;
• Lifeworks Advisors, LLC (CRD No. 288255), a SEC registered investment adviser;
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• Dynasty Wealth Management, LLC (CRD No. 153377), a SEC registered investment
adviser;
• 503 Capital Partners, LLC (CRD No. 327580), a SEC registered investment adviser; and
• Alpine Fox Capital, LLC (CRD No. 324348), an exempt reporting adviser.
These investment advisers provide advisory services to a variety of clients, across various different
formats, including through separately managed accounts, model portfolios, private funds and
facilitating access to online marketplaces (please see the Form ADV of each adviser for specific
information). The Firm recommends or allocates client capital to these investment advisers should
a client’s adviser determine such investments are in the client’s best interest and in accordance
with the client’s investment objectives.
Affiliated Private Funds
We are the investment adviser or manager to the following private funds:
• Mariner Mangrove II, LLC
• Mariner-FP II, LLC
Broker-Dealer
We are affiliated, and under common ownership and control, with MSEC (CRD No. 154327), a
broker-dealer registered with the SEC and various state jurisdictions, member of the Financial
Industry Regulatory Authority (FINRA), Securities Investor Protection Corporation (SIPC), and
Municipal Securities Rulemaking Board (MSRB). Wealth advisors may maintain certain non-
discretionary accounts with MSEC and trade client accounts through MSEC, including, but not
limited to, 529 plans, direct mutual funds and variable annuities. This is a conflict of interest due
to commissions received from the financial products by the wealth advisor who is also registered
with MSEC.
With respect to certain types of fixed income transactions, certain of our institutional clients have
directed the Firm to execute such transactions through MSEC. Clients have the ability at any time
to terminate the use of MSEC to execute transactions for their account and to direct us to use
brokers that are not affiliated with the Firm. Where an institutional client directs brokerage to
MSEC, we will recommend the use of MSEC if we reasonably believe MSEC can provide value
to the client by carrying out our fixed income philosophy and trading strategy.
The Firm’s affiliation with MSEC creates a financial incentive for the Firm to recommend MSEC
as an executing broker over other unaffiliated broker-dealers. As further disclosed herein, MSEC
and the Firm share a common owner, Mariner Parent. The Firm has a conflict of interest in
recommending MSEC to execute securities transaction, as all or a portion of the revenues earned
by MSEC ultimately flow to Mariner Parent. However, the Firm’s wealth advisors are incentivized
to maximize long-term growth of client assets. Our investment philosophy is concentrated on
long-term asset growth, not on short-term trading. Although the markup earned by MSEC is not
offset against the advisory fees earned by the Firm, we believe that it is in our employees, our
clients’, and our best interest to minimize transaction costs and increase the value of the clients’
accounts. This is supported in the fact that the revenue of MSEC received from fixed income
Mariner - Form ADV Part 2A
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41
trades executed for the Firm is modest relative to the revenue that the Firm receives for providing
investment advisory services.
We are affiliated, and under common control, with W G Securities, LLC (CRD No. 140869) (“W
G”), a capital acquisition broker registered with the SEC and various state jurisdictions, member
of FINRA and SIPC. To the extent applicable, we may refer clients in need of institutional
investment banking services to our affiliate Woodbridge International, LLC, the direct owner of
W G Securities, LLC. To the extent an investment banking engagement requires use of a broker
dealer, the transaction will typically be executed through W G. The Firm’s affiliation with W G
and Woodbridge International, LLC creates a financial incentive for the Firm to recommend the
services of W G and Woodbridge International, LLC over unaffiliated parties. In addition, certain
eligible personnel of the Firm are generally entitled to a referral fee from W G and/or Woodbridge
International, LLC, as applicable, for the referral of investment banking clients and/or
opportunities.
Trust Company
We are under common control with and in certain situations refer clients to utilize the trust services
provided by Mariner Trust Company, LLC. Mariner Trust Company, LLC, is a state-chartered
public trust company organized under the laws of South Dakota and serves to provide its customers
with administrative trust services and other related services. The entity is subject to the regulatory
oversight of the South Dakota Department of Labor and Regulation. The Firm is deemed to have
custody of any client account where Mariner Trust Company, LLC serves as trustee or co-trustee.
Investment Banking Firm
We are under common control with Woodbridge International, LLC (“Woodbridge”) which
provides investment banking services. To the extent that a client requires these services, we
recommend Woodbridge, all of which services shall be rendered independent of the Firm pursuant
to a separate agreement between the client and Woodbridge. The Firm receives compensation for
referrals to Woodbridge in addition to the indirect financial incentive to refer clients due to
common ownership. In addition, certain eligible personnel of the Firm are generally entitled to a
referral fee from Woodbridge for the referral of investment banking clients and/or opportunities.
Insurance Companies or Agencies
We are under common control with Mariner Insurance Resources, LLC, an insurance agency.
Certain of our employees are licensed insurance agents and, in such capacity, recommend the
purchase of certain insurance-related products, including the placement of insurance contracts
provided by third-party carriers. These individuals are compensated for the sale of these insurance-
related products.
The recommendation that a client purchase an insurance commission product through an affiliate
of the Firm presents a conflict of interest, as the receipt of commission provides an incentive to
recommend investment products based on commissions received, rather than on a particular
client’s need. No client is under any obligation to purchase any commission products, including
those sold by affiliates as referenced herein. Additionally, the Firm receives compensation for
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referrals to Mariner Insurance Resources in addition to the indirect financial incentive to
recommend the affiliate(s) due to common ownership. Clients are reminded that they may
purchase insurance products recommended by the Firm through other non-affiliated agencies.
Financial Planning Wellness Platform
We are under common control with Mariner Financial Wellness, LLC, which provides a Financial
Wellness Platform to companies. Through the Financial Wellness Platform, employees of these
companies are able to access Financial Wellness Coaching provided by our wealth advisors.
Specialty Tax Services
We are under common control with Mariner Specialty Tax Services, LLC, which provides
specialty tax services to certain clients. In addition to the indirect financial incentive to refer clients
due to common ownership, certain investment adviser representatives of the Firm and/or its
affiliates may receive a portion of the fee paid to Mariner Specialty Tax Services, LLC.
Legal Services Solution
Through the ownership structures discussed above, Mariner Parent’s affiliates have a passive,
direct or indirect minority financial interest in Vanilla, a software solution that provides certain
legal services. To the extent that a client requires these services, we recommend Vanilla, all of
which services shall be rendered independent of the Firm pursuant to a separate agreement between
the client and Vanilla.
Other Affiliates
Mariner Platform Solutions, LLC (“MPS”) wholly owns Honor Bound Partners, LLC (“HBP”)
which wholly owns Mariner Independent Advisor Network, LLC, (MIAN) Honor Bound
Consulting Services, LLC (“HBC”) and Honor Bound Network, LLC (“HBN”). HBN is a
California limited liability company that primarily serves to hold the assets and income of an office
of supervisory jurisdiction with LPL Financial. In this capacity, HBN is responsible for overseeing
the activities of registered representatives assigned to the branch. In many instances, these same
registered representatives serve as investment adviser representatives of MIAN.
Item 11-Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Overview of Code of Ethics and Personal Trading
We have adopted a code of ethics that sets forth the standards of conduct expected of our
supervised persons and requires compliance with applicable securities laws (“Code of Ethics”). In
accordance with Section 204A of the Advisers Act, the Code of Ethics contains written policies
reasonably designed to prevent the unlawful use of material non-public information by us or any
of our supervised persons. The Code of Ethics also requires that certain of our personnel (“access
persons”) report their personal securities holdings and transactions and obtain pre-approval of
transactions in certain securities deemed reportable under the Code of Ethics, including initial
public offerings, limited offerings and virtual coins or tokens in initial coin offerings.
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A conflict of interest exists to the extent the Firm and/or its related persons invest in the same
securities that are recommended to clients. In order to address this conflict of interest, the Firm
has implemented certain policies and procedures in its Code of Ethics, as further described herein.
If an access person is aware that the Firm or an advisor within the Firm is purchasing/selling any
security on behalf of a client, the access person may not themselves effect a transaction in that
security until the transaction is completed for the relevant client(s). This does not include
transactions for accounts that are executed as part of a block trade within a managed strategy or
for accounts over which the access person has no direct or indirect influence or control. These
requirements are not applicable to:
• Direct obligations of the Government of the United States
• Money market instruments including, bankers’ acceptances, bank certificates of deposit,
commercial paper, repurchase agreements and other high quality short-term debt
instruments (High quality short-term debt instrument is defined as any instrument having
a maturity at issuance of fewer than 366 days and which is rated in one of the highest two
rating categories by a nationally recognized statistical rating organization, or which is
unrated but is of comparable quality)
• Shares issued by money market funds
• Shares issued by open-end mutual funds (other than exchange traded funds)
• Shares issued by unit investment trusts that are invested exclusively in one or more
unaffiliated open-end mutual funds (other than exchanged traded funds)
No supervised person may trade, either personally or on behalf of others, (including client
accounts), while in the possession of material, nonpublic information, nor may any supervised
person communicate material, nonpublic information to others in violation of the law.
We maintain restrictions on receiving and giving of gifts and entertainment to and from clients and
others with which the Firm does business. This is in an effort to curb potential conflicts of interest
this may create. We also monitor our associates’ outside business activities to review situations
that would compete with the interests of the Firm.
Our clients or prospective clients may request a copy of our Code of Ethics by contacting us at
(913) 904-5700 or advdelivery@marinerwealth.com.
Participation or Interest in Client Transactions
If we determine that it is appropriate based on the client’s investment objectives and investor status,
we recommend to clients, or buy or sell for client accounts, securities in which our related persons
have a financial interest. This includes, but is not limited to, instances in which the Firm or an
affiliate acts as the general partner in a partnership or a managing member of a limited liability
company in which we recommend client(s) invest. This also includes products and services
offered by other financial entities in which a principal voting owner of the Firm – Mariner Parent,
1248 LGP and/or NBAA have a direct or indirect ownership interest. These types of transactions
present a conflict of interest in that the Firm has a financial incentive as revenues earned by the
related person ultimately flow to the principal voting owners of the Firm. See Item 10 for
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additional disclosure regarding this conflict, including the policies and procedures the Firm has
implemented in order to address the conflict.
To address these potential conflicts and protect and promote the interests of clients, we employ the
following policies and procedures:
•
If we enter into a transaction on behalf of our clients that presents either a material or
nonmaterial conflict of interest, the conflict should be prominently disclosed to the client
prior to the consummation of such transaction.
• Associates must comply with our policy on the handling and use of material inside
information. Associates are reminded that they may not purchase or sell, or recommend the
purchase or sale, of a security for any account while they are in possession of material
inside information. In addition, associates may not disclose confidential information except
to other associates who “need to know” that information to carry out their duties to clients.
• Associates must report securities transactions required by the Code of Ethics.
•
In instances in which client trades are aggregated with associate accounts, the Firm will
seek to ensure that:
• Trades for clients are treated equally with those for associate-related accounts;
• Each participant in the trade will receive the average execution price and commissions;
and
• Securities will be allocated in a fair and equitable manner pursuant to our Firm’s
policies and procedures.
In addition, we have adopted trading practices designed to address potential conflicts of interest
inherent in proprietary and client discretionary trading. There can be no assurance, however, that
all conflicts have been addressed in all situations. Further, during periods of unusual market
conditions, the Firm may deviate from its normal trade allocation practices.
From time to time, certain clients of the Firm may invest in private investments or limited
investment opportunities. The allocation of these investments across client portfolios is generally
not executed on a pro rata basis as a number of factors will determine whether the private or limited
offering is appropriate or suitable for a client. Accordingly, such opportunities may be allocated
based on another approach, including random selection, selection based on account size or another
methodology. Factors which may impact the allocation include, but are not limited to: account
size, liquidity, investor qualification and risk tolerance. We note that private investments or limited
investment opportunities may not be appropriate for smaller accounts, depending on factors such
as minimum investment size, account size, risk, and diversification requirements, and accordingly
may not be allocated such investments.
From time to time, where permitted by applicable law, the Firm will effect cross trades in fixed
income instruments between client accounts. If a designated member of the Firm’s Investment
Team (referred to as a “Designated Trader”) requests that a cross trade be executed, the
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45
Compliance Team must be provided with sufficient detail to assess the request including but not
limited to the name of participating clients, position sizes and securities, rationale for the trade,
description of the benefit for each client and independent bid/ask prices obtained with respect to
the transaction. The Firm does not generally engage in any principal or agency cross securities
transactions for client accounts. Any exceptions to the general prohibition against principal or
agency trades must be approved in advance by a member of the Compliance Team. Principal
transactions occur when an investment adviser, or an advisory affiliate of the adviser, acting for
its own account, sells any security to or purchases a security from a client. A principal transaction
may also be deemed to have occurred if a security is crossed between an affiliated hedge fund and
another client account. If the Firm should at any time determine that a principal trade is in a client’s
best interest, then prior to the settlement of any such principal transaction, the Compliance Team
is responsible for obtaining any affected client’s informed written consent to the transaction. An
agency cross transaction is generally defined as a transaction where a person acts as an investment
adviser in relation to a transaction in which the investment adviser, or any person controlled by or
under common control with the investment adviser, acts as broker for both the advisory client and
for another person on the other side of the transaction. Agency cross transactions may arise where
an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. The Firm does
not generally engage in cross securities transactions for qualified client accounts.
Item 12-Brokerage Practices
If the client requests us to arrange for the execution of securities brokerage transactions for the
client’s account, we shall direct such transactions through broker-dealers that we reasonably
believe will provide best execution given prevailing market conditions. We generally execute
transactions for clients with the account custodian; however, transactions are cleared through other
broker-dealers, when determined to be appropriate, with whom the Firm and the financial
institution(s) have entered into agreements for prime brokerage clearing services. Under certain
conditions and relationships, the firm may execute transactions in a Delivery Versus Payment or
“step-out” basis. In addition, certain custodians utilized by the Firm may charge custodial clients
a flat dollar amount or “trade away” fee for each trade that the Firm has executed by a different
broker-dealer. As a result, the client could incur both the fee (commission, mark-up/mark-down)
charged by the executing broker and the separate “tradeaway,” “step-out” and/or prime broker fee
charged by the custodian. We shall periodically review our policies and procedures regarding
recommending broker-dealers to our clients in light of our duty to obtain best execution. Clients
utilizing the same custodian may be subject to different levels of custody fees, based on the billing
practices of the applicable custodian. For example, certain investment advisory businesses
acquired by the Firm previously arranged for reduced custody fees with respect to their client
accounts, which were grandfathered by the custodian to the client accounts assigned to the Firm.
We may establish additional accounts on behalf of clients with select qualified custodians at which
the client maintains an existing account. For retirement accounts, the client receives notification
from the custodian upon the account being established. For non-retirement accounts, the client
receives notification when an asset movement authorization is elected. Clients receive quarterly
statements from the custodian for any accounts opened on the client’s behalf.
As previously stated, certain wealth advisors are also Registered Representatives of MSEC. These
Registered Representatives are restricted by certain FINRA rules and policies from maintaining
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client accounts at or executing client transactions in such client accounts through any broker/dealer
or custodian that is not approved by their broker dealer. Therefore, trading platforms utilized by
Registered Representatives must be approved, not only by the Firm, but also by MSEC. You
should discuss these potential limitations with your advisor. Generally, our advisors are restricted
to those broker-dealers, with whom the Firm has entered into a prime brokerage relationship. It
should be noted that not all Investment Advisers require their clients to use specific or particular
broker-dealers or other custodians required by the Investment Adviser and/or affiliated broker
dealer. The fees charged by other broker-dealers may be higher or lower than those charged by
those broker/dealers or custodians that have been approved by the Firm.
Directed Brokerage
Certain clients have the option to direct us in writing to use a particular broker-dealer to execute
some or all transactions for the client, including our affiliated broker-dealer, MSEC. In that case,
the client will negotiate terms and arrangements for the account with that broker-dealer, and we
will not seek better execution services or prices from other broker-dealers or be able to “batch”
client transactions for execution through other broker-dealers with orders for other accounts
managed by us (as described below). As a result, the client could pay higher commissions or other
transaction costs or greater spreads, or receive less favorable net prices, on transactions for the
account than would otherwise be the case. Subject to our duty of best execution, we will decline
a client’s request to direct brokerage if, in our sole discretion, such directed brokerage
arrangements would result in additional operational difficulties or violate restrictions imposed by
other broker-dealers (as further discussed below).
Trade Aggregation and Allocation
Transactions for each client generally will be effected independently, unless we decide to purchase
or sell the same securities for several clients at approximately the same time. In certain situations,
we will (but are not obligated to) combine or “batch” such orders to obtain best execution, to
negotiate more favorable commission rates, or to allocate equitably among our client’s differences
in prices and commissions or other transaction costs that might have been obtained had such orders
been placed independently. Under this procedure, transactions will generally be averaged as to
price and allocated among our clients on a pro rata basis to the purchase and sale orders placed in
a particular block. It should be noted that there can be multiple blocks for the same securities in a
day. The average and allocation may not be among all blocks in a day. To the extent that we
determine to aggregate client orders for the purchase or sale of securities, including securities in
which our affiliate(s) invests, we shall generally do so in accordance with applicable rules
promulgated under the Advisers Act and no-action guidance provided by the staff of the SEC. We
shall not receive any additional compensation or remuneration as a result of the aggregation. In
the event that we determine that a prorated allocation is not appropriate under the particular
circumstances, the allocation will be made based upon other relevant factors, which may include:
(i) when only a small percentage of the order is executed, shares may be allocated to the account
with the smallest order or the smallest position or to an account that is out of line with respect to
security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations
may be given to one account when one account has limitations in its investment guidelines which
prohibit it from purchasing other securities which are expected to produce similar investment
results and can be purchased by other accounts; (iii) if an account reaches an investment guideline
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limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may
be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to
sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata
allocation of a potential execution would result in a de minimis allocation in one or more accounts,
we may exclude the account(s) from the allocation; the transactions may be executed on a pro rata
basis among the remaining accounts; or (vi) in cases where a small proportion of an order is
executed in all accounts, shares may be allocated to one or more accounts on a random basis.
For fixed income investments, when bonds are purchased in blocks, they are allocated to interested
clients on a basis that we deem fair and equitable, using a pre-determined allocation methodology.
The circumstances surrounding the account, including but not limited to whether the Designated
Trader has decision making authority or the wealth advisor remains involved in specific investment
decisions, are considered. As a result, accounts over which the Designated Trader has decision
making authority may receive preference due to additional time required to consult with the wealth
advisor. The aggregation of client trade orders does not ordinarily adversely affect execution
prices, and in many cases results in reduced cost and more efficient and favorable execution. All
discretionary clients participating in an aggregated transaction generally receive the average
execution price. Although the aggregation of trade orders is expected to benefit clients overall,
aggregation may, in any circumstance, disadvantage a particular client. There may be
circumstances where we determine not to aggregate discretionary client trade orders which
otherwise could have been aggregated or where aggregation is not feasible. Prior to aggregating
trades, the client will consent in the Agreement.
The Firm in certain instances may determine that the purchase, sale or exchange of the same
security is in the best interests of more than one client, which may include discretionary accounts
and non-discretionary accounts. As discussed in Item 4, while we maintain various equity
strategies, a client’s wealth advisor has discretion to determine the specific investments utilized in
the client’s portfolio, subject to client-directed investment restrictions. Notwithstanding the
discussion above, client accounts advised by a limited number of wealth advisors previously
associated with certain investment advisory businesses acquired by the Firm deviate from the
standard trading and brokerage practices of the Firm discussed above. The trading and brokerage
practices of such client accounts is subject to oversight and review by relevant compliance
personnel of the Firm, as necessary.
Research and Additional Benefits
The Firm is authorized to pay higher prices for the purchase of securities from or accept lower
prices for the sale of securities to brokerage firms that provide it with investment and research
information or to pay higher commissions to such brokerage firms if the Firm determines such
prices or commissions are reasonable in relation to the overall services provided. Research services
furnished by brokers may include written information and analyses concerning specific securities,
companies or sectors; market, financial and economic studies and forecasts; statistics and pricing
or appraisal services; discussions with research personnel; and invitations to attend conferences or
meetings with management or industry consultants. The Firm is not required to weigh any of these
factors equally. To the extent the Firm receives research services, the Firm receives a benefit
because it does not need to produce or otherwise pay for such research services. Additionally,
research services obtained from a broker could benefit all clients, and not only those having
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brokerage transactions with such broker. The Firm’s selection of brokers on the basis of
considerations which are not limited to applicable commission rates may at times result in the
Firm’s clients being charged higher transaction costs than they could otherwise obtain.
Receipt by an investment adviser of products and services provided by brokers, without any cash
payment by an investment adviser, based on the volume of brokerage commission revenues
generated from securities transactions executed through those brokers on behalf of the investment
adviser’s clients is commonly referred to as “soft dollars.” Section 28(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), provides a “safe harbor” to investment advisers
with respect to potential liability for violating their duty to obtain best execution for a client’s
securities transactions in circumstances in which such advisers use soft dollars generated by their
advised accounts only for purposes of obtaining investment research and brokerage services (i)
that provide lawful and appropriate assistance to the investment adviser in the performance of
investment decision making responsibilities and (ii) where the commissions paid are reasonable in
relation to the value of the services provided.
The Firm does not currently have any formal soft dollar arrangements. The Firm is not required to
allocate either a stated dollar or stated percentage of its brokerage business to any broker for any
minimum time period.
Although not a material consideration when determining whether to recommend that a client utilize
the services of a particular broker-dealer/custodian, the Firm may receive from Fidelity, Schwab
or Pershing (or another broker-dealer/custodian, investment platform and/or mutual fund sponsor)
without cost (and/or at a discount) support services and/or products, certain of which assist us to
better monitor and service client accounts maintained at such institutions. Possible support
services the firm receives include: sponsorships of Firm events and/or conferences, investment-
related research, pricing information and market data, software and other technology that provide
access to client account data, compliance and/or practice management-related publications,
discounted or gratis consulting services, discounted and/or gratis attendance at conferences,
meetings, and other educational and/or social events, marketing support, transition support
services, computer hardware and/or software and/or other products used by the Firm in furtherance
of its investment advisory business operations.
For certain advisors transitioning to the Firm, Schwab, Fidelity and Pershing have also each agreed
to pay certain costs our clients will incur in transitioning accounts to Schwab, Fidelity, or Pershing
(such as ACAT fees) and, in certain circumstances, for costs we would otherwise incur for certain
third-party products and services once the value of the advisor's clients’ assets in accounts at the
relevant custodian reaches a certain agreed upon threshold. These services are not contingent upon
us committing any specific amount of business to either Schwab, Fidelity, or Pershing in trading
commissions; however, the amount of the benefit is generally based on the amount of assets
expected to transition to Schwab, Fidelity or Pershing. This creates an incentive for us to
recommend that you maintain your account with the relevant custodian based on interest in
receiving these services that benefit the advisor's business and the payment for services for which
we would otherwise have to pay rather than based on your interest in receiving the best value in
custody services and the most favorable execution of your transactions. This is a potential conflict
of interest. We believe, however, that our selection of Schwab, Fidelity or Pershing as custodian
and broker is in the best interests of our clients. Our selection is primarily supported by the scope,
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quality, and price of the services provided by the custodian and not the services that benefit only
us.
Cheryl Bicknell, Chief Operating Officer of the Firm serves on the Schwab Advisor Services
Advisory Board (the “Advisory Board”). As described here, the Firm may recommend that clients
establish brokerage accounts with Schwab and/or its affiliates (e.g., TD Ameritrade Institutional)
to maintain custody of the clients’ assets and effect trades for their accounts. The Advisory Board
consists of representatives of independent investment advisory firms who have been invited by
Schwab management to participate in meetings and discussions of Schwab Advisor Services’
services for independent investment advisory firms and their clients. Generally, Board members
serve for two-year terms. Advisory Board members enter into a nondisclosure agreement with
Schwab under which they agree not to disclose confidential information shared with them. This
information generally does not include material nonpublic information about the Charles Schwab
Corporation, whose common stock is listed for trading on the New York Stock Exchange (symbol
SCHW). The Advisory Board meets in person or virtually approximately twice per year and has
periodic conference calls scheduled as needed. Advisory Board members are not compensated by
Schwab for their service, but Schwab does pay for or reimburse Advisory Board members’ travel,
lodging, meals, and other incidental expenses incurred in attending Advisory Board meetings.
Schwab may also provide members of the Advisory Board a fee waiver for attendance at Schwab
conferences such as IMPACT.
See Item 14 for further disclosure and clarification on the conflict of interest that exists through
the Firm’s participation in the Fidelity Wealth Advisor Solutions® Program and the Schwab
Advisor Network with respect to utilization of Fidelity and Schwab for brokerage services.
Cross Trades
From time to time, where permitted by applicable law, the Firm may determine that a sale of
positions from one client to another is in the best interests of both clients. This may arise, for
example, if one client is being wholly or partially liquidated to fund withdrawals, while another
client has cash available for investment. The Firm and its affiliates will not receive commissions
or otherwise profit from such cross trades, and a member of the Firm’s Compliance Team or
appropriate designee will be required to approve all cross trades in advance and in accordance with
applicable law.
Use of the Firm’s Affiliated Broker
With respect to certain types of fixed income transactions, certain of our institutional clients have
directed the Firm to execute such transactions through MSEC. MSEC clears transactions through
National Financial Services.
The Firm’s affiliation with MSEC creates a financial incentive for the Firm to recommend MSEC
as an executing broker over other unaffiliated broker-dealers. As further disclosed herein, MSEC
and the Firm share a common owner, Mariner Parent. The Firm has a conflict of interest in
recommending MSEC to execute securities transaction, as all or a portion of the revenues earned
by MSEC ultimately flow to Mariner Parent. The use of an affiliated broker-dealer presents
additional conflicts of interest to clients. For example, it creates an incentive for us to provide
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certain clients more favorable allocation of trades when there is a limited amount of securities
available for purchase or sale for clients, in each case to favor one client over another client for
our own benefit. In addition, it creates an incentive for us to charge certain clients more favorable
markups.
Please see the disclosure above in the section entitled “Fees and Compensation – Use of MSEC
for Client Trades; Conflicts of Interest” as to how we address these conflicts.
We generally recommend MSEC to execute client fixed income security transactions to:
• Ensure sufficient breadth of access to fixed income markets by relying on MSEC’s team,
• Rely on experience of the team trading fixed income for MSEC,
• Ease communication and allow efficient coordination between our institutional advisors
and broker (we share personnel), and
• Control markups and provide fair trade error correction.
Trade Error Policy
The Firm has a policy to minimize the occurrence of trade errors and, should they occur, detect
such trade errors and take steps to resolve the error to make the client whole. Upon the timely
discovery of a trade error, the Firm corrects the trade error. We recommend that clients regularly
review their custodial statements. In the event a client identifies an error, the client has 90 days
from the statement date to notify the Firm of its existence. Upon notification, we will perform an
analysis of the reported discrepancy. If the Firm is responsible for the error, we will seek to correct
the error in a way that returns the client’s account to where it would have been had the error not
occurred. The trade error resolution process varies depending on the policies and practices of the
custodian where the relevant client account is maintained. Clients may obtain additional
information about the trade error policies and practices applicable to their account by contacting
the Firm. We maintain a record of identified errors, including details of the original transaction
and the corrective actions.
Item 13-Review of Accounts
For investment advisory and employer sponsored retirement plan clients, we monitor our
investment strategies as part of an ongoing process while regular client account reviews are
conducted on at least an annual basis. In addition, clients are contacted at least annually to inform
the Firm if there are any changes to their investment objectives or financial situation. For those
clients to whom we provide financial planning and/or consulting services, reviews are conducted
on an “as needed” basis or as agreed to within the terms of the agreement. Such reviews are
conducted by one of our wealth advisors. All investment advisory clients are encouraged to discuss
their needs, goals, and objectives with us and to keep us informed of any changes thereto.
See Item 15 for information on the frequency of client statements.
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Item 14-Client Referrals and Other Compensation
We have entered into and are currently a party to numerous referral agreements whereby we pay
a referral fee to Promoters/Introducers, in accordance with the requirements of Rule 206(4)-1 of
the Advisers Act and any corresponding state securities law requirements. All such referral fees
shall be paid solely from our advisory fee. Additionally, and for a separate fee charged to or paid
directly by the Firm, certain Promoters provide marketing services on behalf of the Firm or
otherwise receive benefits from sponsorship by the Firm. Promoters receive additional
compensation, such as incentive trips and gratis attendance at conferences, including payment for
meals, activities, airfare and accommodations. For clients who are introduced to us by an
unaffiliated Promoter, the client is given, prior to or at the time of entering into any advisory
contract with the client, a copy of the Promoter’s disclosure statement containing the terms and
conditions of the solicitation arrangement including compensation. Any affiliated Promoter of
ours, or a Promoter in which an affiliate holds a direct or indirect ownership interest, shall disclose
the nature of his/her relationship to prospective clients at the time of the solicitation.
We also receive payment for referring clients to a related party, in accordance with the
requirements of Rule 206(4)-1 of the Advisers Act and any corresponding state securities law
requirements.
As previously described in Item 10, if we determine that it is appropriate based on the client’s
investment objectives and investor status, we will recommend that clients invest in a private fund
managed by an affiliate. These affiliated private funds charge fees in addition to and separate from
the fees charged by the Firm. Clients are advised that a conflict of interest exists to the extent we
recommend an investment in affiliated private funds.
We receive client referrals from our affiliates and a related party for which we pay a referral fee.
We refer clients to our affiliates for which we receive a referral fee. The compensation has
generally included a recurring payment of a percentage of the client’s annual advisory fee.
We also compensate our employees for business development activity, including the attraction or
retention of client assets.
From time to time, we receive indirect compensation from service providers or third-party vendors
in the form of gifts, entertainment and/or gratis attendance at industry conferences, meetings and
other educational events. When received, these occasions are evaluated to ensure they are
reasonable in value and customary in nature to ensure their occurrence does not present any
conflicts of interest. In addition, service providers and/or third-party vendors provide us economic
benefits in the form of serving as sponsors for certain of our events and/or conferences.
Participation in Fidelity Wealth Advisor® Solutions
The Firm participates in the Fidelity Wealth Advisor Solutions® Program (the “WAS Program”),
through which the Firm receives referrals from Strategic Advisers LLC (“Strategic Advisers”), a
registered investment adviser and Fidelity Investments company. The Firm is independent and
not affiliated with Strategic Advisers or any Fidelity Investments company. Strategic Advisers
does not supervise or control the Firm, and Strategic Advisers has no responsibility or oversight
for the Firm’s provision of investment management or other advisory services.
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Under the WAS Program, Strategic Advisers acts as a solicitor for the Firm, and the Firm pays
referral fees to Strategic Advisers for each referral received based on the Firm’s assets under
management attributable to each client referred by Strategic Advisers or members of each client’s
household. The WAS Program is designed to help investors find an independent investment
advisor, and any referral from Strategic Advisers to the Firm does not constitute a recommendation
by Strategic Advisers of the Firm’s particular investment management services or strategies. More
specifically, the Firm typically pays the following amounts to Strategic Advisers for referrals: the
sum of (i) an annual percentage of 0.10% of any and all assets in client accounts where such assets
are identified as “fixed income” assets, by Strategic Advisers and (ii) an annual percentage of
0.25% of all other assets held in client accounts. For some Strategic Advisers referrals made prior
to April 1, 2017, the Firm or its prior affiliated investment advisory firms, paid an annual
percentage of either 0.10% for any and all assets identified as fixed income assets and 0.25% of
all other assets held in client accounts, or alternatively, 0.20% of any and all assets held in client
accounts, and these fees are payable for a maximum of seven years. Fees with respect to referrals
made after that date are not subject to the seven-year limitation. In addition, the Firm has agreed
to pay Strategic Advisers an annual program fee of $50,000 to participate in the WAS Program.
These referral fees are paid by the Firm and not the client. The Firm may negotiate lower referral
fees for individual clients introduced through the WAS Program based upon the size of the client
household and other factors.
To receive referrals from the WAS Program, the Firm must meet certain minimum participation
criteria, but the Firm may have been selected for participation in the WAS Program as a result of
its other business relationships with Strategic Advisers and its affiliates, including Fidelity
Brokerage Services, LLC (“FBS”). As a result of its participation in the WAS Program, the Firm
may have a potential conflict of interest with respect to its decision to use certain affiliates of
Strategic Advisers, including FBS, for execution, custody and clearing for certain client accounts,
and the Firm has a potential incentive to suggest the use of FBS and its affiliates to its advisory
clients, whether or not those clients were referred to the Firm as part of the WAS Program.
Under an agreement with Strategic Advisers, the Firm has agreed that it will not charge clients
more than the standard range of advisory fees disclosed in its Form ADV 2A Brochure to cover
referral fees paid to Strategic Advisers as part of the WAS Program. Pursuant to these
arrangements, the Firm has agreed not to solicit clients to transfer their brokerage accounts from
affiliates of Strategic Advisers or establish brokerage accounts at other custodians for referred
clients other than when the Firm’s fiduciary duties would so require, and the Firm has agreed to
pay Strategic Advisers a one-time fee equal to 0.75% of the assets in a client account that is
transferred from Strategic Advisers’ affiliates to another custodian; therefore, the Firm has an
incentive to suggest that referred clients and their household members maintain custody of their
accounts with affiliates of Strategic Advisers. However, participation in the WAS Program does
not limit the Firm’s duty to select brokers on the basis of best execution.
Participation in the Schwab Advisor Network®
The Firm receives client referrals from Schwab through the Firm’s participation in the Schwab
Advisor Network® (“the Service”). The Service is designed to help investors find an independent
investment advisor. Schwab is a broker-dealer independent of and unaffiliated with the Firm.
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Schwab does not supervise the Firm and has no responsibility for the Firm’s management of
clients’ portfolios or the Firm’s other advice or services. The Firm pays Schwab fees to receive
client referrals through the Service. The Firm’s participation in the Service may raise potential
conflicts of interest described below.
The Firm also previously participated in the Advisor Access from Scottrade Investment
Management (SIM) program through which the Firm received referrals and paid a referral fee to
SIM. This referral fee was subsequently paid to TD Ameritrade as a result of its acquisition of
Scottrade and is now paid to Schwab for any previously referred clients who remain current clients
of the Firm as a result of Schwab’s acquisition of TD Ameritrade.
The Firm pays Schwab a Participation Fee on all referred clients’ accounts that are maintained in
custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or
transferred to, another custodian. The Participation Fee paid by the Firm is a percentage of the
fees the client owes to the Firm or a percentage of the value of the assets in the client’s account
subject to a minimum Participation Fee. The Firm pays Schwab the Participation Fee for so long
as the referred client’s account remains in custody at Schwab. The Participation Fee is billed to
the Firm quarterly and may be increased, decreased or waived by Schwab from time to time. The
Firm may negotiate lower Participation Fees for individual clients introduced through the Service
based upon the size of the client household and other factors. The Participation Fee is paid by the
Firm and not by the client. The Firm has agreed not to charge clients referred through the Service
fees or costs greater than the fees or costs the Firm charges clients with similar portfolios who
were not referred through the Service.
The Firm generally pays Schwab a Non-Schwab Custody fee if custody of a referred client’s
account is not maintained by, or assets in the account are transferred from Schwab. This Fee does
not apply if the client was solely responsible for the decision not to maintain custody at Schwab.
The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed
with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than the Participation
Fees the Firm generally would pay in a single year. Thus, the Firm will have an incentive to
recommend that client accounts be held in custody at Schwab.
The Participation and Non-Schwab Custody Fees will be based on assets in accounts of the Firm’s
clients who were referred by Schwab and those referred clients’ family members living in the same
household. Thus, the Firm will have incentives to encourage household members of clients
referred through the Service to maintain custody of their accounts and execute transactions at
Schwab and to instruct Schwab to debit the Firm’s fees directly from the accounts.
For accounts of the Firm’s clients maintained in custody at Schwab, Schwab will not charge the
client separately for custody but will receive compensation from the Firm’s clients in the form of
commissions or other transaction-related compensation on securities trades executed through
Schwab. Schwab also will receive a fee (generally lower than the applicable commission on trades
it executes) for clearance and settlement of trades executed through broker-dealers other than
Schwab. Schwab’s fees for trades executed at other broker-dealers are in addition to the other
broker- dealer’s fees. Thus, the Firm may have an incentive to cause trades to be executed through
Schwab rather than another broker-dealer. The Firm nevertheless, acknowledges, its duty to seek
best execution of trades for client accounts. Trades for client accounts held in custody at Schwab
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may be executed through a different broker-dealer than trades for the Firm’s other clients. Thus,
trades for accounts custodied at Schwab may be executed at different times and different prices
than trades for other accounts that are executed at other broker-dealers.
Participation in the Schwab Retirement Network
The Firm receives client referrals from Charles Schwab Trust Bank (“CSTB”) through its
participation in Schwab Retirement Network (“SRN”). SRN is designed to help retirement plan
sponsors and fiduciaries find an independent investment adviser. CSTB is a Nevada savings bank
independent of and unaffiliated with the Firm. CSTB does not supervise the Firm and has no
responsibility for its management of its clients’ portfolios or its other advice or services. The Firm
pays CSTB fees to receive client referrals through SRN. The Firm’s participation in SRN may
raise potential conflicts of interest described below.
The Firm pays CSTB a fee on all referred retirement plan sponsors or plan fiduciaries who establish
accounts with the Firm. The fee paid by the Firm is a percentage of the value of the assets in the
retirement plan’s account, subject to a minimum fee to participate in SRN. The Firm pays CSTB
this participation fee for so long as the Firm participates in SRN. CSTB bills the Firm quarterly.
The fees are paid by the Firm and not by the retirement plans, plan sponsors, or plan fiduciaries.
The Firm will not charge clients referred through SRN fees or costs greater than the fees or costs
it charges retirement plans, plan sponsors, or plan fiduciaries with similar portfolios who were not
referred through SRN.
StoneCastle Network – FICA For Advisors
The Firm makes available to clients the FICA For Advisors cash management program (“FICA
Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of StoneCastle Cash
Management, LLC. The FICA Program allows customers the ability to protect their money by
placing it in deposit accounts at banks, savings institutions and credit unions (collectively, “Insured
Depositories”) in a manner that maintains full insurance of the funds by the Federal Deposit
Insurance Corporation (“FDIC”) or National Credit Union Administration (“NCUA”), whichever
is applicable. Funds will be deposited within StoneCastle’s network of Insured Depositories
(“Deposit Network”). StoneCastle requires no minimum deposit to open a FICA Program account.
The Firm earns fees if clients participate in this program, specifically a referral fee of up to 8 basis
points from StoneCastle calculated based on the average monthly Firm client accounts balances
and an account balance fee of up to 20 basis points. The account balance fee of up to 20 basis points
directly reduces the net income paid to clients from StoneCastle. The Firm’s wealth advisors will
assist clients in signing up for this program and facilitating the transfer of funds between the client’s
like-named accounts.
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Flourish
The Firm makes available to clients the cash management program offered by Flourish
(the“Flourish Program”). The Flourish Program allows customers the ability to protect their money
by placing it in Insured Depositories that maintains full insurance of the funds by the FDIC.
Flourish requires no minimum deposit to open an account. The Firm earns fees if clients participate
in this program, which reduces the net income paid to clients from Flourish. The Firm’s wealth
advisors will assist clients in signing up for this program and facilitating the transfer of funds
between client accounts.
Sponsorships & Third-Party Support
Enterprise Partnership Alliance
Mariner has in place an Enterprise Partnership Alliance program through which firms are able to
sponsor events such as seminars and conferences. Firms that partake in this partnership alliance
may include investment managers, recordkeepers and other third parties with which the firm does
business and/or may recommend to clients. Firms that currently participate in this program, include,
but are not necessarily limited to: Apollo, Baystate Financial, Blackrock, Blackstone, CAIS, Cantor,
Dimensional Fund Advisors (DFA), Fidelity, Goldman Sachs, Hargrove Firm powered by Net Law,
Inland, John Hancock, JP Morgan, MFS, Orion, Palmer Square, Pontera, Schwab, State Street,
StoneCastle, Vanguard, and Vanilla. This list is subject to change from time to time.
Other Support Services
The Firm may also receive from Fidelity, Schwab or Pershing (or another broker-dealer/custodian,
investment platform and/or mutual fund sponsor) without cost (and/or at a discount) support
services and/or products, certain of which assist us to better monitor and service client accounts
maintained at such institutions. Possible support services the firm receives include: sponsorships of
Firm events and/or conferences, investment-related research, pricing information and market data,
software and other technology that provide access to client account data, compliance and/or practice
management-related publications, discounted or gratis consulting services, discounted and/or gratis
attendance at conferences, meetings, and other educational and/or social events, marketing support,
transition support services, computer hardware and/or software and/or other products used by the
Firm in furtherance of its investment advisory business operations.
The aforementioned Enterprise Partnership Alliance and other support services could create a
potential conflict of interest in that an advisor may have an incentive to recommend that a client
utilize the services of a particular third-party provider (e.g., custodian, broker-dealer, money
manager, recordkeeper, etc...), as a result of the additional support or sponsorships of those firms.
The Firm has procedures in place to monitor the conflicts of interest presented by these
relationships.
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Item 15-Custody
Custody has been defined by regulators as having access or control over client funds and/or
securities. It is not limited to physically holding client funds and securities, but also in cases where
an adviser has the ability to access or control client funds and securities. Authorization to trade in
client accounts is not deemed by the regulators to be custody. Client assets are held with qualified
custodians.
Situations where the Firm is deemed to have custody of client assets include employees or affiliates
serving as trustee or co-trustee of client accounts, where the Firm operates under a standing letter
of authorization or instructs custodians on a client’s instruction to move assets to third parties, or
where the Firm or its employees otherwise may have access to client assets, including but not
limited to, through providing bill pay and CFO services. In such cases, we undergo an annual
surprise examination of client assets by an independent auditor.
In addition, in many cases we have the authority to debit our clients’ custodial accounts for
advisory fees. We are deemed to have custody of those assets if, for example, we are authorized
to instruct a client’s custodian to deduct our advisory fees directly from the account or if we are
granted authority to move money from a client’s account to another person’s account. At all times,
the custodial bank maintains actual custody of those assets.
Clients should receive at least quarterly statements from the broker dealer, bank or other qualified
custodian that holds and maintains client’s investment assets. We urge clients to carefully review
such statements and compare such official custodial records to the account statements that we
provide to client and to promptly report material discrepancies to us. Statements we provide at the
request of our clients can vary from custodial statements based on accounting procedures,
reporting dates, or valuation methodologies of certain securities.
We have the ability to instruct your account custodian on certain transfers or withdrawals from
your account(s). Specifically, we may instruct the account custodian to distribute assets via check
to your name and address of record on file with the custodian. With your written permission on
file with the custodian, we may also transfer assets to a bank account or account held at another
custodian provided the account is in your name. All third party distributions from your custodial
account(s) must be signed by you. We do not have authority to instruct the custodian to distribute
assets from your account at the custodian to a third-party.
Private Funds
The Firm is deemed to have custody of the assets of the private funds it manages, including
Mariner Mangrove II, LLC and Mariner-FP II, LLC. The private funds are audited annually
by an independent public accountant registered with and subject to regular inspection by the
Public Company Accounting Oversight Board and the audited financial statements are
distributed to all beneficial owners within 120 days, or 180 days for fund of funds, of the private
fund’s fiscal year end.
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Item 16-Investment Discretion
Discretionary Authority
We typically receive discretionary authority from the client at the outset of an advisory relationship
to select the identity and amount of securities to be bought or sold. In all cases, however, such
discretion is to be exercised in a manner consistent with the stated investment objectives for the
particular client account. Generally, there are no limitations on the securities we will purchase or
sell, the amount of the securities we will purchase or sell, the broker or dealer we will use to
execute a transaction and commission rates paid.
Clients may impose reasonable restrictions, limitations or other requirements with respect to their
individual accounts. Any limitations on our discretionary authority to manage securities accounts
on behalf of clients would be initiated and imposed by the client. Examples of common guideline
restrictions include limitations prohibiting the purchase or sale of a particular security or type of
security. Specific client investment restrictions may limit our ability to manage those assets like
other similarly managed portfolios. This may impact the performance of the account relative to
other accounts and the benchmark index. These clients are informed that their restrictions may
impact performance.
Employer sponsored retirement plan clients can determine to engage the Firm to provide
investment management services on a discretionary basis as provided for in Section 3(38) of
ERISA. Prior to the Firm assuming discretionary authority over the management of a Plan’s assets,
the client shall be required to execute an Agreement setting forth the scope of the services to be
provided.
Non-Discretionary Authority
To the extent the Firm manages a client’s account on a non-discretionary basis, the Firm will make
investment recommendations to the client as to which securities are to be purchased or sold, and
the amounts to be purchased or sold. Upon approving the recommended transactions, the client
may request that the Firm direct the execution of purchase or sale orders to implement the
recommended transactions for the client's account. The Firm then may be given authority to
determine the brokers or dealers through which the transactions will be executed, and the
commission rates, if any, paid to effect the transactions. As described above with respect to
discretionary accounts, the client may direct that transactions be effected with specific brokers or
dealers.
Employer sponsored retirement plan clients can determine to engage the Firm to provide
investment advisory services on a non-discretionary basis as provided for in Section 3(21) of
ERISA. Prior to the Firm assuming non-discretionary authority over the management of a Plan’s
assets, the client shall be required to execute an Agreement setting forth the scope of the services
to be provided.
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Consulting Services
If so elected in your Agreement, we will provide recommendations related to the assets that you
designate for consulting services, but will not be responsible for the management and discretion
of assets unless you have directed us to do so.
Reporting Services
We also provide reporting services related to the assets that you designate in your Agreement. We
do not manage or provide investment recommendations and are not responsible for the investments
in accounts categorized as reporting only assets.
Item 17-Voting Client Securities
We do not and will not accept proxy voting authority to vote client securities. Clients will
receive proxies directly from their custodian or transfer agent.
Item 18-Financial Information
Registered investment advisers are required in this Item to provide you with certain financial
information or disclosures about our financial condition. We have no financial commitment that
impairs our ability to meet contractual and fiduciary commitments to clients and have not been the
subject of a bankruptcy proceeding.
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