A. Mercadien Asset Management, LLC (“Registrant”) is a New Jersey limited liability company formed in August 2000, and headquartered in Hamilton, New Jersey. Registrant has been registered as an investment adviser with the Securities and Exchange Commission since December 2002. The Registrant is principally owned by: TMG2, LLC; and Kenneth A. Kamen, who serves as Registrant’s President and Chief Compliance Officer. B. As discussed below, the Registrant provides discretionary investment advisory services only to its clients (i.e., individuals, pension and profit-sharing plans, trusts, and business entities) with investment management and financial planning services. INVESTMENT MANAGEMENT The client can engage the Registrant to provide discretionary investment management services on a wrap fee basis. Before engaging the Registrant to provide investment management services, clients are required to enter into an Investment Management Agreement with the Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. Registrant’s annual investment management fee shall include investment advisory services and limited financial planning and consulting services. In the event that the client requires extraordinary financial planning and/or consulting services (to be determined in the sole discretion of Registrant), Registrant may determine to charge for such additional services on a stand-alone basis, the dollar amount of which shall be disclosed under the terms and conditions of a separate Financial Planning and Consulting Agreement (see below). After execution of the Investment Management Agreement, an investment adviser representative will ascertain each client’s investment objectives. Thereafter, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives. Once allocated, Registrant provides ongoing supervision of the account(s). Registrant primarily allocates or recommends that its clients allocate investment management assets among various individual debt and/or equity securities, mutual funds, and exchange traded funds (“ETFs”). For those clients that require an enhanced and/or specialized level of investment management services, Registrant may also recommend that such clients authorize the Registrant to allocate, on a non-discretionary basis, the active discretionary management of a portion of their assets by and/or among certain independent investment manager[s] to be selected by the Registrant (the “Independent Manager(s)”) including Independent Managers in conjunction with the services provided by RBC Correspondent Services. The Registrant shall continue to render management services to the client relative to the ongoing monitoring and review of account performance, client investment objectives and asset allocation, for which Registrant shall receive an annual management fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Manager(s). Factors which the Registrant shall consider in selecting Independent Manager(s) include the client’s stated investment objective(s), management style, reputation, performance, financial strength, reporting, pricing, and research. The client is under no obligation to engage an Independent Manager[s]. The investment management fees charged by the designated Independent Manager(s), together with the fees charged by the corresponding designated broker- dealer/custodian of the client’s assets, are exclusive of, and in addition to, Registrant’s ongoing investment management fee. The Registrant will enroll clients whose assets are allocated among various individual debt and/or equity securities and/or among certain participating Independent Managers in Registrant’s proprietary asset management wrap fee program (the “Wrap Program”) for implementation of Registrant’s investment recommendations on a wrap fee basis. Clients participating in the Wrap Program shall receive, for a single specified fee: (1) active discretionary investment management services; (2) ongoing monitoring and review of account performance, client investment objectives and asset allocation from Registrant; (3) execution of brokerage transactions effected by the Independent Manager(s) through Registrant’s affiliated SEC registered and FINRA member broker-dealer, Mercadien Securities, LLC (“Mercadien Securities”), clearing through RBC Custody and Clearing, an SEC registered and FINRA member broker-dealer and (4) account custodial/clearing services through RBC Correspondent. Please Note: Registrant provides investment advisory services on a wrap fee basis as a wrap program sponsor. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in Registrant’s Wrap Fee Program Brochure. Conflict of Interest. Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant could have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. Additionally, different Independent Managers may charge different fees. Profit margins may be different across managers on the platform. This is a conflict of interest as Registrant’s representatives may be incentivized to recommend or direct clients to the Independent Manager that provides the highest profit margin. See separate Wrap Fee Program Brochure. Registrant’s Chief Compliance Officer, Kenneth A. Kamen, remains available to address any questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest. Those clients accounts maintained at RBC Custody and Clearing Services, may also participate in a RBC Correspondent Services-sponsored wrap fee program (the “RBC Wrap Fee Program”). The full terms and conditions of the RBC Wrap Fee Program shall be disclosed in the sponsor’s Wrap Fee Brochure, a copy of which shall be presented to each prospective participating client. The RBC Wrap Fee Program fee includes investment management services (i.e., from the Registrant and the Independent Manager(s)), the execution of brokerage transactions, custodial services and reporting services. RBC Wrap Fee Program transactions will be executed through Mercadien Securities resulting in the commission portion of the RBC Wrap Fee Program fee being paid to Mercadien Securities, and thereby creating a conflict of interest (see below for more information concerning the execution of brokerage transactions). FINANCIAL PLANNING To the extent requested by a client, the Registrant may also provide financial planning and/or related consulting services regarding non-investment related matters, such as tax and estate planning, insurance, etc. per the terms and conditions of a separate agreement and on a separate stand-alone fee basis as discussed at Item 5 below, the fee for which shall be based upon the individual providing the service and the scope of the services to be provided on a stand-alone separate fee basis. Before engaging the Registrant to provide stand-alone planning or consulting services, clients are required to enter into a Financial

Planning and Consulting Agreement with Registrant 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 before Registrant commences services. Registrant does not provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Please Note: We do not serve as an attorney, accountant, or insurance agency, and no portion of our services should be construed as same. Accordingly, we do not prepare estate planning documents, tax returns or sell insurance products. If requested by the client, Registrant may recommend the services of other professionals or Registrant’s representatives in his/her individual capacity as a registered representative of a broker-dealer for implementation purposes. (See disclosures at Item 5E and 10C below). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant and/or its representatives. Please Note: If the client engages any recommended unaffiliated professional or, one of its representatives in their individual capacity as a registered representative of a broker-dealer, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged unaffiliated licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), or registered representative, and not Registrant, shall be responsible for the quality and competency of the services provided. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. RETIREMENT PLAN CONSULTING Registrant provides non-discretionary retirement plan consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between Registrant and the plan. For such engagements, Registrant shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Registrant), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. MISCELLANEOUS Please Note: Cash Positions. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the Registrant may maintain cash positions for defensive purposes or anticipated liquidity needs. In addition, while assets are maintained in cash, such amounts could miss market advances. Cash positions (money markets, etc.) may be included as part of assets under management for purposes of calculating the Registrant’s advisory fee. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Kenneth A. Kamen, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other designated professionals, and is expressly authorized to rely thereon. The client is free to accept or reject any recommendation made by the Registrant. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant: if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services; or if he/she/it seeks to impose any reasonable restrictions upon Registrant’s management services. Disclosure Statement. A copy of the Registrant’s written Privacy Notice, written disclosure statement as set forth on Part 2 of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client or prospective client prior to, or contemporaneously with, the execution of the Investment Management Agreement or Financial Planning Agreement. A. Rollover Recommendations The Firm does not recommend rollovers from retirement accounts into accounts to be managed by the Firm. The Firm and its representatives are permitted to discuss rollovers in general terms with clients and to educate clients as to the considerations relevant to making such a rollover determination, including the potential alternatives to a rollover. However, the Firm and its representatives will recuse themselves from making any determination as to the advisability of a rollover and will, instead, defer to the client’s independent determination. Fee Differentials. As indicated below, Registrant shall price its services based upon various objective and subjective factors. As a result, our clients could pay diverse fees based upon the type, amount and market value of their assets, the anticipated complexity of the engagement, the anticipated level and scope of the overall investment advisory services to be rendered, negotiations. Additional factors effecting pricing can include related accounts, employee accounts, competition, and negotiations. As a result of these factors, similarly situated clients could pay diverse fees, and the services to be provided by Registrant to any particular client could be available from other advisers at lower fees. All clients and prospective clients should be guided accordingly. C. The Registrant provides investment management services specific to the needs of each client. Before providing investment management services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant only provides investment management services on a wrap fee basis. As stated above, if a client determines to engage the Registrant on a wrap fee basis the client will pay a single fee for bundled services (i.e. investment management, brokerage, and custody.) The services included in a wrap fee agreement will depend upon each client’s particular need. If the Registrant offered investment management services on a non-wrap fee basis (which it does not) the client would select individual services on an unbundled basis, paying for each service separately (i.e. investment management, brokerage, and custody). Please Note: When managing a client’s account on a wrap fee basis, the Registrant shall receive as payment for its investment management services, the balance of the wrap fee after all other costs incorporated into the wrap fee have been deducted. In addition, the fees charged for participation in the Wrap Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. E. As of February 28, 2023 the Registrant had approximately $243,000,000 in assets under management on a discretionary basis.