Wealthfront Advisers LLC

Item 5 Fees and Compensation

A.​    Advisory Fees

Automated Investing Account, Automated Bond Portfolio, Automated Bond Ladder,
S&P 500 Direct, and Nasdaq-100 Direct

For Clients with either an Automated Investing Account or Automated Bond Portfolio
Wealthfront Advisers is compensated for its advisory services by charging an annual fee of
0.25% on the net market value of a Client’s Account. For Clients with an Automated Bond
Ladder, Wealthfront Advisers is compensated for its advisory services by charging an annual fee
of 0.15% on the net market value of a Client’s Account. For Clients with a S&P 500 Direct
account, Wealthfront Advisers is compensated for its advisory services by charging an annual fee
of 0.09% on the net market value of a Client’s Account. For Clients with a Nasdaq-100 Direct
account, Wealthfront Advisers is compensated for its advisory services by charging an annual fee
of 0.12% on the net market value of a Client’s Account. In some cases, Clients can have a portion
of their assets managed for free. There is no fee or charge for participation in the Securities
Lending Program.

Wealthfront Advisers’ fees are charged on a monthly basis and they are not charged in advance.
Fees are charged utilizing the following calculation: Wealthfront Advisers calculates a daily
advisory fee, which is equal to the fee rate multiplied by the net market value of the Client’s
Account as of the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of
markets”) on such day, or as of the close of markets on the immediately preceding trading day for
any day when the NYSE is closed, and then divided by 365 (or 366 in any leap year). The
advisory fee for a calendar month is equal to the total of the daily fees calculated during that
month (less any deductions or fee waivers) and is deducted from an Automated Investing
Account, Automated Bond Portfolio, Automated Bond Ladder, S&P 500 Direct, or Nasdaq-100
Direct no later than the tenth business day of the following month.

For 529 Accounts, Wealthfront Advisers waives its investment advisory fees on the first $25,000
it manages for Nevada residents who open a 529 Account, and this fee waiver applies to the
aggregate of all of the Nevada residents’ Wealthfront Advisers account assets. This advisory fee
is separate from the fees and expenses of the MFSs in which a Client invests in the 529 Account,
which include the fees and expenses of the ETFs underlying such securities, the fees of the 529
Account recordkeeper and the fees of the state trust that issues the MFSs (“Plan Administration
Fees”). Plan Administration Fees may change without prior notice.

Stock Investing Account

Wealthfront Brokerage pays Wealthfront Advisers up to 10% of the net interest margin it earns
on funds in clients’ required Wealthfront Cash Accounts. As a result, clients pay no out of pocket
advisory fees, nor does this reduce the rate of interest clients receive from cash maintained in
their Cash Accounts. Additional information about Wealthfront’s Cash Accounts is available in
the Cash Sweep Program Disclosure. Please see Item 4.D above for additional information on the
advisory fee paid in relation to a Stock Investing Account.

Fee Changes

Wealthfront Advisers reserves the right, in its sole discretion, to negotiate, reduce or waive the
advisory fee for certain Client Accounts for any period of time determined solely by Wealthfront
Advisers. In addition, Wealthfront Advisers may reduce or waive its fees for the Accounts of
some Clients without notice to, or fee adjustment for, other Clients. For Clients who had opened
accounts prior to April 1, 2018, Wealthfront Advisers waived its investment advisory fees for the
first $10,000 of assets in any Wealthfront Advisers investment advisory account(s). However,
this benefit is no longer available for new Clients who opened their initial account on or after
April 1, 2018.

Automated Savings

Wealthfront Advisers offers the free service Automated Savings as described above in Item 4.

Financial Planning Service

Through its affiliate Wealthfront Software, Wealthfront Advisers offers a Financial Planning
Service, as described above in Item 4, to all Clients free of charge.

B.​    Product Fees

The issuers of certain investments we purchase for Clients (such as ETFs, investment trusts, or
other investments) may charge Clients separate product fees. Wealthfront Advisers does not
charge these product fees to Clients, nor does it benefit directly or indirectly from any such fees.
Product fees typically include embedded fund expenses that may reduce an investment fund's net
asset value, and therefore directly affect the fund's performance and indirectly affect a Client’s
portfolio performance or an index benchmark comparison. Fund expenses may include
management fees, custodian fees, brokerage commissions, and legal and accounting fees. Fund
expenses may change from time to time at the sole discretion of the fund issuer. Wealthfront
Advisers discloses current information for the investments we purchase for Clients, including

  product fees, on the Site.

  Clients who use the PLOC offered by Wealthfront Brokerage to obtain a loan secured by the
  assets of their taxable Accounts will be charged interest on the outstanding balance.

  C.​    Other Compensation - Securities Lending Program

  In connection with the Securities Lending Program described in Item 4 above, Wealthfront
  Brokerage will receive compensation from third-party borrowers in connection with Securities
  Lending Program activity, a portion of which will be paid to Sharegain Securities Inc.
  (“Sharegain”), a registered broker-dealer, which acts as lending agent to Wealthfront
  Brokerage as described in Item 10 below. Participants will receive 50% of the net
  compensation generated from lending activities. The remaining 50% is shared between
  Wealthfront Advisers and Wealthfront Brokerage and, with each receiving 25% of the net
...

Item 7 Types of Clients

  The minimum amount required to open and maintain an Automated Investing Account, an
  Automated Bond Portfolio, or an Automated Bond Ladder with Wealthfront Advisers is $500.
  The minimum amount required to open an S&P 500 Direct account or a Nasdaq-100 Direct
  account is $5,000. Clients with Stock Investing Accounts must maintain an active Wealthfront
  Cash Account.

  As a result of the automation associated with offering its services online, Wealthfront Advisers
  makes it possible for retail investors, as well as retirement accounts and trusts, to access its
  service with much lower account minimums than normally available in the industry. Clients have
  access to their Accounts through the Site. Additional requirements for opening an Account with
  Wealthfront Advisers are described in Item 4 above.

  Clients acting as trustees may open Accounts on behalf of trusts for Accounts other than IRA
  accounts, 529 Accounts, or Custodial Accounts. As with other accounts, the trustee must be
  authorized to manage the Account consistent with the trust’s investment objectives. Such clients
  should provide account profile information, including answering the risk questionnaire, in a
  manner that is consistent with the trust’s investment objectives, including risk tolerance and tax
  attributes. If the trustee has a separate Account (for example, an individual Account, unrelated to
  the trust) or intends to open such an Account, the trustee should consider maintaining a separate
  account log-in and profile for the trust, using a different email account. This will allow
  Wealthfront Advisers to independently manage the trust-held Account pursuant to the trust’s

unique profile and investment objectives.

At any time, a Client may terminate an Account, make partial or full withdrawals from an
Account (provided an Automated Investing Account, Automated Bond Portfolio, Automated
Bond Ladder, S&P 500 Direct, or Nasdaq-100 Direct balance does not fall below $500), update
their investment profile, or customize our recommended allocation, including adding or
removing specific ETFs or other investments from their designated allocation. These actions may
initiate an adjustment in the Account’s holdings. In such cases, unless otherwise directed by the
Client, for example, in a Stock Investing Account, Wealthfront Advisers will sell the securities in
the Account (or portion of the Account, in the case of a partial withdrawal or update) at market
prices in a reasonable and timely manner. However, Wealthfront Advisers does not represent or
guarantee that Wealthfront Advisers will respond to any such Client actions or requests
immediately or in accordance with a set time schedule. See Item 16 for a description of
Wealthfront Advisers’ discretionary investment authority, including the timing of Wealthfront
Advisers’ placement of Client trade orders.

Investors evaluating Wealthfront Advisers’ software-based investment advisory service should
be aware that Wealthfront Advisers’ relationship with Clients is likely to be different from the
“traditional” investment advisory relationship in several aspects:

   1.​ Wealthfront Advisers is a software-based investment adviser which means each Client
       must acknowledge their ability and willingness to conduct their relationship with
       Wealthfront Advisers on an electronic basis. Under the terms of the Advisory Client
       Agreement and the Brokerage Agreement, each Client agrees to receive all Account
       information and Account documents (including this Client Brochure and the Wealthfront
       Advisers Program Brochure), and any updates or changes to same, through their access to
       the Site and Wealthfront Advisers’ electronic communications. Unless noted otherwise on
       the Site or within this Brochure, Wealthfront Advisers’ investment advisory service,
       Wealthfront Brokerage’s brokerage services, the signature for the Advisory Client
       Agreement and the Brokerage Agreement, and all documentation related to the advisory
       services are managed electronically. Wealthfront Advisers does make individual
       representatives available to discuss servicing matters with Clients.

   2.​ To provide its investment advisory services and tailor its investment recommendations to
       each Client’s specific needs, Wealthfront Advisers collects information from each Client,
       including specific information about their investing profile such as financial situation,
       investment experience, and investment objectives. Wealthfront Advisers maintains this
       information in strict confidence subject to its Privacy Policy, which is provided on the
       Site. Although Wealthfront Advisers contacts its Clients periodically as described further
       in Item 13 below, a Client must promptly notify Wealthfront Advisers of any change in
       their financial situation or investment objectives that might require a review or revision of
       their portfolio.

   3.​ Clients with an Automated Investing Account can choose a portfolio Wealthfront
       Advisers recommends, which includes allocations to preselected ETFs or customize our
       recommended portfolios for their IRA or taxable accounts by increasing or decreasing
       portfolio allocations to the ETFs or investments in our recommended portfolio or by
       choosing from a list of available ETFs or other investments and requesting specific
       allocations to each. At account opening or anytime thereafter, Wealthfront Advisers

          allows Clients to update their settings to restrict Wealthfront Advisers from investing in
          the stocks of public companies designated by the Client.

   4.​ In a Stock Investing Account, Clients may request that Wealthfront Advisers undertake
       certain transactions, including the purchase and sale of securities.