Background and Principal Owners Orion Por�olio Solu�ons, LLC is a subsidiary of Orion Advisor Solu�ons, Inc. (“Orion”). Investment en��es controlled and managed by Genstar Capital Partners LLC and TA Associates, LLC and its affiliates own a majority interest of Orion and each of its subsidiaries, including us. Prior to December 31, 2022, Orion Por�olio Solu�ons, LLC (formerly known as “FTJ FundChoice”) and Brinker Capital Investments, LLC (successor to CLS Investments, LLC) were separate affiliated subsidiaries of Orion. On December 31, 2022, Orion Por�olio Solu�ons, LLC was merged with and into its affiliate, Brinker Capital Investments, LLC and Brinker Capital Investments, LLC was legally renamed to Orion Por�olio Solu�ons, LLC (the “Reorganiza�on”). This internal Reorganiza�on transac�on did not result in a change of control or otherwise change any of the services being provided to customers. About Our Investment Advisory Programs We offer our advisory services under two primary offerings (each a “Pla�orm”): (1) Orion Por�olio Solu�ons (“OPS”), which offers repor�ng and administra�ve services to unaffiliated third-party investment advisors and broker-dealer representa�ves (collec�vely “Investment Advisors”) previously offered by FTJ FundChoice, and (2) Brinker Capital Investments (“BCI”), which offers advisory and investment management services previously offered by Brinker Capital Investments and CLS Investments. Each Pla�orm features various services for Investment Advisors to u�lize in connec�on with their advisory clients (“Clients”) as further explained below. The following table outlines the available types of rela�onships we have with Investment Advisors and a descrip�on of our discre�on for each service offering. Further details follow: Platform Relationship Type Level of our Discretion OPS Co-Advisory • Limited Trading Discretion - implementing trading instructions provided by Client or Investment Advisor based on selected investment strategy
• Limited Billing Discretion – implementing billing instructions provided by Client BCI Solicitor
• Full discretion – selecting investment strategies and trading the securities as needed to implement the strategies
• Billing Discretion – implementing billing instructions provided by Client Co-Advisory • Limited Trading Discretion - implementing trading instructions provided by Client or Investment Advisor based on selected investment strategy
• Limited Billing Discretion – implementing billing instructions provided by Client 5 of 55 Rela�onship Type We offer our services to Investment Advisors and Clients on our pla�orm through two methods: a “co- advisory” rela�onship and a “solicitor” rela�onship. Co-Advisory Rela�onship Investment Advisors that engage us in a co-advisory rela�onship enter into a Joint Advisory Services Agreement that sets forth the roles and responsibili�es of the Investment Advisor and us. Under the co-advisory rela�onship offering, Clients and their Investment Advisor select to engage our investment management services. In this arrangement, we are responsible for 1) making investments available on our pla�orms, 2) trading the Client’s account, and 3) billing the Client for the services. The co-advisor is responsible for maintaining the customer rela�onship and selec�ng investments which are suitable for the Client. Solicitor Rela�onship In a solicitor arrangement, the Client is introduced to us by an Investment Advisor that has entered into a writen solicita�on agreement with us. The solicitor Investment Advisor receives a fee for this introduc�on, but we are responsible for the suitability of the investment(s) selected for the Client based on informa�on provided to us by the solicitor Investment Advisor. The solicitor Investment Advisor is expected to meet with the Client at least annually and provide us with any updates to the Client’s financial situa�on, risk tolerance, and needs so that we may con�nue to ensure the investment(s) selected for the Client are suitable. As of January 1, 2023, we no longer offer Investment Advisors to engage us through a solicitor arrangement, however, exis�ng solicitors and Clients of solicitors are con�nued to be supported and solicitors may con�nue to refer new Clients to us under their exis�ng solicitor arrangement. When opening an account, a Client will be informed of the type of rela�onship under which their accounts with us will be managed. All Clients receiving our services in our BCI Pla�orm enter into a writen investment advisory agreement with us. All Clients receiving our services in our OPS Pla�orm are subject to an account applica�on (“Applica�on Addendum”) and OPS’s terms and condi�ons (“Terms and Condi�ons”). The current version of the Terms and Condi�ons can be found at orion.com/wealth-management/orion-por�olio- solu�ons-forms-library, and Clients are required to consent to these Terms and Condi�ons when opening an account with us. Clients are encouraged to read their investment advisory agreement, Applica�on Addendum, and / or Terms and Condi�ons, as appliable, as these documents contain important informa�on on how their accounts will be managed. Clients may also be subject to a separate agreement with their Investment Advisor or their Investment Advisor’s investment advisory firm; we are not part of this agreement. Discre�on For certain programs, Clients will grant us with discre�on on their accounts. Such discre�on is granted to us by Clients in wri�ng. By gran�ng us trading discre�on, Clients agree that we may submit transac�ons on their behalf to their custodians without first obtaining Client authoriza�on for each transac�on. The level of discre�on we have for Clients depends on their Rela�onship Type with us. Full Discre�on This discre�on allows for us to execute ongoing security selec�on and management of a Client’s account in accordance with the Client’s inves�ng preferences and needs as communicated to us by the Client’s Investment Advisor. Limited Trading Discre�on This discre�on consists of purchasing or selling securi�es in a Client’s account to implement the strategy or strategies selected by the Client and the Client’s Investment Advisor. We also retain discre�on to make certain unaffiliated third-party model por�olio managers (herein referred to as 6 of 55 “Strategists”) available or to remove Strategists from the pla�orm as set forth in the BCI investment advisory agreement and OPS’s Terms and Condi�ons. Billing Discre�on This discre�on permits us to bill a Client’s account fees related to the services discussed in this Brochure. Generally, we require a certain propor�on of a Client’s account be held in cash or money market from which we will collect fees. If there is insufficient cash or money market holdings in the account, this discre�on allows us to liquidate securi�es necessary to withdraw the fees owed by Clients. Investment Management Programs We offer a wide variety of proprietary and non- proprietary investment management programs. A summary of the programs we offer is included in the following chart, with addi�onal details about each program below. Program Name Minimum Account Size Investment Manager Eligible Investments1 Strategy Name Programs available on the OPS and BCI Platforms Disciplined Equity $50,000 BCI Equi�es Orion Custom Indexing $100,000 BCI Mutual Funds, Equi�es, and ETPs Wealth Advisory $1,000,000 BCI (with ability to engage sub-advisors and other Strategists) Mutual Funds, ETPs1, Private Funds, REITs, or other pooled investment vehicles Programs available on the OPS Platform Strategist Program Varies Strategist funds or Models, including BCI Mutual Funds, Equi�es, and ETPs SMA Program Varies Strategist Models Mutual Funds, Equi�es, and ETPs Advisor Directed $0 Investment Advisor Mutual Funds, Equi�es, and ETPs Market Cycle Advised Mandates Por�olios $0 OPS and composed of Strategist funds or Models Affiliated and unaffiliated Mutual Funds Programs available on the BCI Platform Core Asset Manager Core Guided Portfolios $500,000 BCI Mutual Funds, Equi�es, ETPs, or other pooled investment vehicles Core Select $0 Strategist funds or Models, including BCI Mutual Funds, Equi�es, ETPs, or other pooled investment vehicles Des�na�ons Destinations Funds $10,000 BCI Affiliated Mutual Funds Destinations ETFh $25,000 BCI Unaffiliated Mutual Funds and ETPs Destinations Hybrid Portfolio $10,000 BCI Affiliated Mutual Funds and ETPs 7 of 55 Personal Benchmark $100,000 BCI Affiliated Mutual Funds American Hybrid Strategy $25,000 BCI Affiliated and Unaffiliated Mutual Funds ETF and Mutual Fund Strategies American Funds Strategy $25,000 BCI Mutual Funds Focused Strategies $0 BCI Mutual Funds and ETPs Core Plus ETF Strategy $10,000 BCI ETPs Brinker Capital ESG Portfolios $25,000 BCI Mutual Funds and ETPs Active Income Strategy $25,000 BCI ETPs, stocks, bonds, master limited partnerships, real estate, conver�bles, senior bank loans, and interna�onal debt Managed Income Strategy $25,000 BCI ETPs Digital Assets Portfolio Program $25,000 BCI ETPs 1As used in this chart, Exchange Traded Products (“ETPs”) include Exchange Traded Funds (“ETFs””, Exchange Traded Notes (“ETNs”), Closed-End Funds (“CEFs”), Unit Investment Trusts (“UITs”), or any other investment traded on an exchange, excluding individual equi�es. Disciplined Equity Program Disciplined Equity (formerly Direct Indexing) strategies are proprietary, model-driven solu�ons that are constructed to provide exposure to targeted equity market segments. The strategies are managed by a team of por�olio managers. The strategies are managed to target the risk and return characteris�cs of a par�cular equity index or a specific segment of the market. Clients may elect Orion Custom Indexing (formerly Tax Managed Solu�ons) to provide further customiza�on to their tax preferences such as capital gains budgets and tax transi�on services. Clients may invest in the Disciplined Equity strategies using our BCI Pla�orm, our OPS Pla�orm, or through the Communi�es model marketplace. Orion Custom Indexing Program Orion Custom Indexing u�lizes op�miza�on technology to provide Investment Advisors with the ability to personalize por�olios, tax transi�on legacy assets, and tax loss harvest Client por�olios. In addi�on to managing against passive indexes, the program also offers the ability to overlay on top of proprietary and third-party por�olios. Por�olios are typically constructed of individual stocks but may also include ETFs and mutual funds depending on the specific mandate and any legacy assets incorporated into the Client por�olio. If Clients transi�on from our Des�na�ons program to Custom Indexing, Des�na�ons Funds may be held in the Custom Indexing product as Client tax preferences are being implemented. When Des�na�ons Funds are held in a Custom Indexing product, we will con�nue to collect our fee as advisor to the Des�na�ons Funds. We offer Orion Custom Indexing through our OPS Pla�orm, our BCI Pla�orm’s solicitor and co-advisor rela�onships, and as sub-advisory service. Through OPS and BCI’s solicitor and co-advisor rela�onships, Clients enter into an agreement with us and their Investment Advisor to implement Orion Custom Indexing. In such a situa�on, Clients delegate trading and billing authority to us to implement the Orion Custom Indexing. In a sub-advisory rela�onship, a Client’s Investment Advisor enters into a sub- advisory rela�onship with us where we are providing advice to such Investment Advisor on how to implement an Orion Custom Indexing strategy on a Client’s account. Orion Custom Indexing sub-advisory rela�onships are only available to investment 8 of 55 advisors who use the technology offered by our affiliate, Orion Advisor Technology, LLC (“Orion Tech”). In the sub-advisory rela�onship, Clients will be required to authorize us to trade on their account and may authorize us to bill their account. The Client’s Investment Advisor is responsible for monitoring our investment recommenda�ons and is responsible for reviewing and determining whether our services remain in the Client’s best interest. Wealth Advisory Our Wealth Advisory program offers customized service and dedicated support to meet the needs of high-net worth and ultra-high net worth investors, family offices, ins�tu�ons, and endowments with $1 million or more in investable assets. Wealth Advisory is designed for us to manage the overall investment process, including asset and investment style alloca�on decisions, Strategist selec�on and review, and comprehensive monitoring of a Client’s por�olio. A dedicated client account manager employed by us is assigned to the Client rela�onship and is available for regular communica�ons concerning the ac�vity and status of a Client’s account. In the Wealth Advisory program, por�olios are generally allocated among different Strategists, mutual funds, and/or ETFs. Where deemed appropriate, based on a Client’s objec�ves, assets, risk tolerance, and investment experience as well as to obtain greater asset and style diversifica�on, we may recommend that a por�on of a Client’s por�olio be invested in one or more other investments in lieu of alloca�ng assets separately to a Strategist or a strategy managed by us. These other investments may include an investment in REITs, Private Funds, ETNs, or other pooled investment vehicles. Special fee arrangements may apply with respect to Private Fund investments. In the Wealth Advisory program, we offer both discre�onary and non-discre�onary investment management services. Where granted discre�onary authority, a Client authorizes us to hire and fire Strategists and to rebalance account(s) without a Client’s prior approval. Wealth Advisory services include (but are not limited to) comprehensive por�olio analysis of a Client’s exis�ng assets to help iden�fy inefficiencies and address investment needs, tax transi�on management to assist the Client in transferring highly-appreciated stock and move toward a more diversified por�olio over �me, development of a personalized investment solu�on based upon the Client’s goals, tax preferences, risk tolerance, and financial plan, and access to a dedicated client account manager employed by us to assist with por�olio reviews, realloca�ons, investment updates and educa�onal needs. Strategist Program Through OPS’s “Strategist Program,” Investment Advisors have the ability to invest Client accounts in a manner intended to follow a Strategist’s developed model asset alloca�on por�olio. We refer to such asset alloca�on models as “Strategist Models”. The Strategists regularly monitor the Strategist Models and are responsible for managing the model por�olios on behalf of OPS. We make available Strategist Models of various risk and return characteris�cs and investment goals through our pla�orm. These Strategist Models are not tailored to accommodate the needs or objec�ves of specific investors, but rather to enable an Investment Advisor to select the most appropriate Strategist Model offered by our Strategist Program for use with Clients. Clients can work with their Investment Advisors to impose reasonable investment restric�ons on inves�ng in certain securi�es or types of securi�es within each model. Clients can invest in mul�ple Strategist Models within a single custodial account, where each Strategist Model alloca�on is assigned to a unique subaccount or “sleeve”. This structure is known as a unified managed account (“UMA”). Our BCI por�olio management team also develops and maintains Strategist Models on the OPS 9 of 55 pla�orm. Mutual funds that are part of the Des�na�ons Funds Trust, a mutual fund trust we advise, may be included in these models. When the Des�na�ons Funds are included, the Strategist Fee is waived or reduced along with any pla�orm fees OPS would otherwise collect with respect to assets allocated to Des�na�ons Funds por�olios, as further explained in Item 5 – Fees and Compensa�on of this Brochure. With the excep�on of our proprietary Strategist Models, we are not affiliated with any other Strategists within the Strategist Program. However, in some instances, we receive all or part of certain Strategists’ Strategist Fees as an administra�on fee charged to the Strategist as discussed in Item 5 – Fees and Compensa�on of this brochure. These fees are nego�ated between us and the Strategist. Given this arrangement we have an incen�ve to con�nue to make available Strategists that share fees with us. Consistent with our policies and procedures, the Investment Commitee does not consider revenue sharing payment arrangements in the selec�on and oversight of Strategists to address these conflicts. In addi�on, we address these conflicts of interest by disclosing receipt of such fees and our arrangement with such Strategists in this Brochure. Furthermore, Investment Advisors, which are not affiliated with OPS, are responsible for working with Clients to select the most appropriate Strategist. Investment Advisors are able to u�lize any Strategist made available as part of the Strategist Program. Client account assets will be invested in accordance with the Strategist Model selected. Once a Strategist Model is selected, OPS will provide trading, repor�ng, and administra�ve services. We have Limited Trading Discre�on and Limited Billing Discre�on, as defined above, for accounts in the Strategist Program. When a Strategist suggests a transac�on in any Strategist Model, OPS is authorized to submit trades to the Client’s custodian to execute the resul�ng transac�ons in the Client’s account, as outlined in the Terms and Condi�ons. If a Strategist or Strategist Model is removed from the Strategist Program, OPS will no�fy a Client’s Investment Advisor of the change and request that ac�on be taken to reassign the account by a specified date. In such case, OPS will recommend a similar replacement Strategist to a Client’s Investment Advisor who may accept or reject such recommenda�on at their discre�on. The Strategists are not ac�ng as the Client’s investment advisor, do not possess knowledge of a Client’s individual informa�on or investment goals and objec�ves, and do not provide personalized investment advice to Clients. Clients remain the owner of all securi�es held in their account and have all ownership rights associated with these securi�es. Visit orion.com/wealth-management/third-party- strategists to review the investment managers we have engaged as Strategists. We are not engaged by Clients to provide investment recommenda�ons in the Strategist Program. OPS relies on the Client’s Investment Advisor to analyze the Client’s current financial situa�on, risk tolerance, �me horizon, investment objec�ves, and other factors the Client and the Client’s Investment Advisor deem appropriate in determining whether a par�cular Strategist Model (and its underlying investment holdings, including Des�na�ons Funds, as applicable) is suitable for the Client. The Investment Advisor can use tools made available by OPS or its affiliates, including OPS’s proprietary proposal tool, to assist the Investment Advisor in developing an appropriate asset alloca�on strategy for the Client and recommending model por�olios to the Investment Advisor for considera�on for use with the Client. Separately Managed Account Program The Separately Managed Account Program (“SMA Program”) is managed by OPS or by third-party investment managers we have selected (each, an “SMA Program Manager”). A separately managed account is a por�olio of individually owned securi�es that can be tailored to fit the Client’s inves�ng preferences. We select both unaffiliated and 10 of 55 affiliated investment managers, including our affiliate, TownSquare Capital, LLC to serve as SMA Program Managers. Clients and their Investment Advisors will choose an SMA Program Manager based on the Client’s risk profile and investment objec�ve(s), and the SMA Program Manager (including, when applicable, OPS) will manage the Client’s account accordingly using various investment op�ons and strategies. Clients remain the owner of all securi�es held in their account with all associated ownership rights. In instances where affiliated investment managers, such as TownSquare Capital, LLC, serve as SMA Program Managers, our affiliate is compensated for managing the account, which creates a poten�al conflict of interest whereby we, or our affiliates, earn addi�onal compensa�on. Clients in the SMA Program are subject to the OPS Terms and Condi�ons and depending on the SMA Program Manager selected, may be subject to addi�onal terms and condi�ons that are required by such SMA Program Manager (“Addi�onal Agreement”). For Clients in the SMA Program, the SMA Program Manager (which can be OPS) is granted Full Discre�on (as that term is defined above) for the ongoing security selec�on and management of a Client’s account in accordance with the Client’s inves�ng preferences and needs. The SMA Program Manager is granted the authority to buy, sell, or otherwise affect transac�ons in Client accounts as further set forth in our Terms and Condi�ons and any Addi�onal Agreements, if applicable. Advisor-Directed Program The OPS Pla�orm permits a Client’s Investment Advisor to act as a por�olio manager and implement an investment strategy developed by the Investment Advisor outside of our Strategist and SMA Programs described above. In such situa�ons, we have Limited Trading Discre�on and Limited Billing Discre�on, as described above. We do not conduct any due diligence on the securi�es or strategies included in Advisor-Directed sleeves within a Client’s account. Market Cycle Advised Mandate Por�olios Market Cycle Advised Mandate Por�olios (“MCAM Por�olios”) are por�olios managed by OPS and composed of Strategist funds or Models, including our proprietary Des�na�ons Funds. MCAM Por�olios are pre-modeled, ac�vely managed investment por�olios that follow a proprietary three-mandate investment process across mul�ple risk profiles. The three mandates are: 1. Beta – Investment op�ons that are designed to stay fully invested through market movement. 2. Ac�ve – Investment op�ons that are ac�vely adjusted for changing market condi�ons. 3. Diversifier – Highly ac�ve investment op�ons that may disengage from market movement and provide new sources of poten�al return and risk. The por�olios are designed and managed by our Investment Commitee, each featuring funds that are blended for various levels of market par�cipa�on, ac�ve management, and uncorrelated performance. We have Full Discre�on to select the Strategist and Models, including proprietary models and Des�na�ons funds, trade the accounts based on our selec�ons, and bill the accounts the fees agreed to by the Client. Core Asset Manager Program BCI’s Core Asset Manager program represents a managed account pla�orm that features privately placed or publicly traded pooled investment vehicles (such as hedge funds, mutual funds, ETFs, real estate investment trusts and master limited partnerships). In this program, we provide both discre�onary management and non-discre�onary management services. Discre�onary Clients authorize us to hire and fire investment managers and make asset alloca�on changes. Nondiscre�onary Clients must approve our Strategist and product recommenda�ons. The discre�onary offerings within the Core Asset Manager Program include: 11 of 55 Core Guided Portfolios Investment Advisors and their Clients have the ability to select from various discre�onary asset alloca�on models managed by us for both taxable and nontaxable accounts that u�lize separate account managers, mutual funds, and exchange traded funds to implement different risk tolerance-based por�olios. Core Select Investment Advisors and their Clients have the ability to select from a list of risk- tolerance based strategies, separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. For solicitor accounts, we determine what strategies are available for Clients and their Investment Advisors to choose from based on the Client’s specific risk tolerance. For co- advisor accounts, Clients and their Investment Advisor are not restricted and have discre�on to choose suitable strategies from the list of all available strategies. Des�na�ons Program BCI’s Des�na�ons program is a discre�onary asset alloca�on program managed by us that uses mutual funds, including our Des�na�ons Funds (described below), and/or exchange-traded funds (ETFs) to implement a variety of investment strategies with different risk and reward characteris�cs. In our Des�na�ons program, we offer a variety of asset alloca�on strategies, each targe�ng a specific investment objec�ve, for both taxable and tax- exempt accounts. The strategies provide different balances of risk and reward depending on the Client’s risk tolerance and �me horizon, and are designed to offer consistent, compe��ve performance while seeking to achieve atrac�ve risk-adjusted returns over the long term. We monitor the performance of each underlying investment manager (either a sub- advisor within the Des�na�ons Funds or a third- party fund) and replace or reallocate assets among the funds or underlying managers used to implement these strategies based on factors we deem appropriate. These factors can include our evalua�on of historical performance, market condi�ons, and our investment outlook. Our Des�na�ons program is offered through different series of asset alloca�on models, the primary difference in each series being the type of investment vehicles u�lized. Destinations Funds Program The “Des�na�ons Funds” program offers risk-based mutual fund asset alloca�on models, which are exclusively allocated across our proprietary Des�na�ons Funds (“Affiliated Funds”). Destinations ETFh Program The “Des�na�ons ETFh” program offers risk-based asset alloca�on models comprised of ETFs and unaffiliated third-party mutual funds. The Des�na�ons Funds and the Des�na�ons ETFh programs are both available directly from us through both our BCI and OPS programs and at third party pla�orms. Destinations Hybrid Portfolios Program Our Des�na�ons Hybrid Por�olio Program is a discre�onary account program managed by us that is offered u�lizing a combina�on of Des�na�ons Funds and other investment op�ons. Under this strategy, the Client’s Investment Advisor consults with the Client to select an ini�al alloca�on of thirty percent (30%), fi�y percent (50%), or seventy-five percent (75%) of the assets in the Client’s account to be invested in Des�na�ons Funds with the remaining balance invested among other investment op�ons. The Client’s account will be rebalanced if the alloca�on to Des�na�ons Funds exceeds the target by 5% (i.e., 35%, 55% and 80%, respec�vely). Clients may at any �me instruct us in wri�ng not to place any of the Client’s managed assets in Des�na�ons Funds; however, in such an event the Client will be required to select a different strategy we offer. For more informa�on about the Affiliated Funds and any management fees received by us from the Des�na�ons Funds, please see Item 5 – Fees and 12 of 55 Compensa�on of this brochure and the applicable Affiliated Funds prospectus. Personal Benchmark Program Our “Personal Benchmark Program” is a discre�onary account program managedf by us that allocates across mul�ple Des�na�ons Funds model investment strategies based upon Client risk tolerance. Personal Benchmark segregates assets into “buckets” to align with a Client’s unique goals (e.g., accumula�on, safety) to make clearer how progress toward these goals is occurring. The underlying investment strategies in Personal Benchmark use our Des�na�ons Funds. American Hybrid Strategy Program We offer discre�onary por�olios u�lizing a combina�on of Des�na�ons Funds and American Funds class F shares. An ini�al alloca�on of thirty percent (30%) of the assets in this strategy will be invested in Des�na�ons Funds with the remaining balance invested among American Funds. The account will be rebalanced if the Client’s alloca�on to Des�na�ons Funds exceeds the target by 5%. ETF and Mutual Fund Por�olios American Funds Strategy Program We offer discre�onary por�olios comprised solely of American Funds class F mutual fund shares in a diversified, risk budgeted framework, according to the Client’s investment objec�ves. Focused Strategies Program We offer “Focused Strategies” consis�ng of model por�olios managed by us and targe�ng specific asset classes – domes�c equity, interna�onal equity, fixed income, global credit, real assets,

and alterna�ve investments – available to Clients as a component of their overall asset alloca�on or as a complementary investment alloca�on. Core Plus ETF Strategy Program Our discre�onary “Core Plus ETF Strategy Program” invests a Client’s assets primarily among ETFs according to the Client’s investment objec�ves. The strategy is focused on total return and seeks alloca�on to core asset class ETFs, as well as some targeted satellite ETF posi�ons. Brinker Capital ESG Portfolios We offer ESG Por�olios that use, in accordance with the Client’s objec�ves, mutual funds, ETFs, and/or other securi�es that are deemed to be environmental, social, and governance (ESG) companies. The strategy generally invests in exchange traded products within Category Four or Five of the Morningstar Sustainability Ra�ng scale (referred to as “globes,”) though Category Three may be included. If a holding is re-assigned to Category Two or One, it will be reviewed by the strategy managers for removal from the strategy. Active Income Strategy Program Our Ac�ve Income Strategy is designed for Clients who prefer an ac�ve strategy that seeks a specific percentage yield by inves�ng in income producing asset classes. When selec�ng the strategy, the Client will select the percentage yield to be targeted for the Client’s account. The strategy invests in ETFs and Closed-End Funds (“CEFs”) that specialize in income- producing assets. In addi�on to tradi�onal dividend- oriented equi�es and investment grade bonds, the strategy generates income using non-tradi�onal asset classes, such as master limited partnerships, real estate, conver�bles, senior bank loans, high- yield bonds, and interna�onal debt. Managed Income Strategy Program Our ETF Managed Income Strategy uses Risk Budge�ng to manage an account for Clients seeking income from a diversified por�olio of income- producing assets. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this brochure for more informa�on on Risk Budge�ng. The strategy seeks to help Clients with a desire for regular income meet their short and long-term income needs by dividing the account into up to three separate investment por�olios: immediate, short-term, and long-term. If the Client enrolls in this strategy, the Client can designate a specific amount of assets needed to sa�sfy short-term income needs. These assets will be invested in a low-risk reserve 13 of 55 por�olio that will seek to generate returns in excess of the average money market fund with risk less than or equal to low dura�on investment bonds. We recommend one to two years' worth of withdrawals; however, the strategy allows for the Client to specify a desired amount. If the Client elects systema�c withdrawals on their account, assets will also be set aside in a low-risk cash account for those immediate, systema�c withdrawals. The remainder of the Client’s account will be set aside in a long-term por�olio invested primarily in income or interest- genera�ng investments. The long-term por�olio will be invested primarily in ETFs. Assets designated for this por�olio will seek to provide long-term growth and a steady stream of income. Digital Assets Portfolio Program We offer a Digital Asset Strategy that invests in exchange traded products to provide flexible and balanced exposure to the digital asset ecosystem. The por�olio will be allocated to 1) companies involved with cryptocurrency or digitaliza�on of the economy and 2) cryptocurrencies, with the alloca�on between these two categories varying based on the managers’ view of the risk-rewards. Companies must derive at least 50% of revenue from digital asset projects, partner or invest in such firms, or have a crypto segment that is an important segment of the company. Other Advisory Offerings Orion Communities Orion Communi�es is an investment management pla�orm sponsored by OPS and available to investment advisory firms and their representa�ves that are u�lizing the por�olio accoun�ng and other technology tools offered through our affiliate, Orion Tech. Orion Communi�es is designed to supplement the technology and administra�ve services received by Orion Tech customers with access to third party strategist models and other investment solu�ons, including our Orion Custom Indexing. Orion Tech customers can access investment op�ons spanning brand, bou�que, and emerging strategists, as well as model por�olios reflec�ng various risk and return characteris�cs and investment objec�ves. Orion Communi�es allows advisors u�lizing the Orion Tech pla�orm to take advantage of the investment research and due diligence OPS already performs on strategists to help create models for their clients using Orion Tech’s trading technology. Orion Communi�es gives advisors full trading authority when using models or crea�ng blended models using a combina�on of third-party and in-house strategies. Outsourced Trading Third party investment advisory firms can engage OPS as sub-advisor to submit trades on their behalf leveraging the technology pla�orm offered through our affiliate, Orion Tech. OPS is granted limited Trading Discre�on by the third party investment advisory firm at a custodian of their choosing (which is limited to custodians that have integrated with Orion Tech). Under this service offering, OPS does not provide investment advice or investment recommenda�ons. Our services are limited to submi�ng the trades to the custodian as requested by the third party investment advisory firm. Third Party Platform Model Manager We offer certain of our investment strategies and programs (primarily as a model manager) on pla�orms of unaffiliated and affiliated managers or sponsors. We also provide manager due diligence and other opera�onal related services to third-party pla�orms, including our affiliate TownSquare Capital, LLC. Certain model por�olios and strategies are available through a wrap fee program sponsored by the investment pla�orm provider. We also provide recommenda�ons and investment advice regarding investment strategies to educa�onal savings plans and to individual clients through brokerage pla�orms, model por�olio holdings, and/or weigh�ng and other informa�on regarding the construc�on and maintenance of por�olios, and advice concerning the submission of trades on behalf of certain client por�olios pursuant to writen agreements with other investment management firms, clients, or others. 14 of 55 MMLIS Brinker Co-Advisory Program We have entered into an agreement with MML Investor Services, LLC (“MMLIS”), to provide our Wealth Advisory, Core Asset Manager and Des�na�ons programs to MMLIS advisory clients, pursuant to a tri-party agreement among Brinker, MMLIS, and the Client (the “MMLIS Brinker co- advisory program”). MMLIS is the introducing broker and Na�onal Financial Services, LLC serves as the clearing firm and custodian for the MMLIS Brinker co- advisory program. The fees charged, the minimum account size and each firm’s roles and responsibili�es are described in the MMLIS Brochure for the MMLIS Brinker co-advisory program. Banking and Lending Services Orion Cash and Credit is a pla�orm which offers an array of banking and lending solu�ons and related services through Focus Orion Solu�ons, LLC a joint venture between Orion Tech and F-O Premier LLC, an en�ty beneficially controlled by Focus Treasury & Credit Solu�ons, LLC, which offers an array of cash and credit solu�ons and related services developed by Up�q, Inc. Orion Tech receives compensa�on for referring clients through the Orion Cash and Credit pla�orm. Investment Advisors that u�lize OPS have access to Orion Cash and Credit pla�orm’s financial ins�tu�on partners that offer lending- and deposit- related products. More informa�on on Focus Orion Solu�ons can be found in Item 10 – Other Financial Industry Ac�vi�es and Affilia�ons of this brochure. Additional Wealth Advisory Services As part of the services offered to Clients in our Wealth Advisory program, we have approved certain third-party companies to provide specialized services. Currently, these providers and services are: Philanthropic Services Fidelity Charitable, an independent, sec�on 501(c)(3) public charity that administers donor-advised funds. Through the Charitable Investment Advisor Program at Fidelity Charitable, we will ac�vely manage the Fidelity Charitable assets contributed by Clients. Fidelity Charitable charges a fee for these services and we do not receive any direct or indirect revenue from Fidelity Charitable. Securities backed lines of credit We use Orion Cash and Credit or TriState Capital to provide loans secured by eligible securi�es. Using these loan facili�es, Clients can pledge their investment account(s) as collateral to meet many of their financing needs, with the excep�on of purchasing securi�es. TriState Capital charges a fee for these services and BCI does not receive any direct or indirect revenue from TriState Capital. We do not receive direct or indirect revenue from Orion Cash and Credit, but Orion Cash and Credit is offered by an affiliate of us. Addi�onal informa�on on Orion Cash and Credit on its affilia�on with us can be found in Item 10 – Other Financial Industry Ac�vi�es and Affilia�ons of this brochure. Trust Services First State Trust Company and Comerica Bank and Trust N.A. (“Comerica”) offer trust services, including but not limited to Personal, Revocable, Irrevocable, Charitable, & Special Needs Trusts. Both First State Trust Company and Comerica charge a fee for these services and we do not receive any direct or indirect revenue from either firm. Business Valuation BizEquity LLC provides business valua�on analysis for our business owner Clients. BizEquity charges us a licensing fee for use of its online business valua�on applica�on and we include the cost of this service within the fee we charges Clients. We do not receive any direct or indirect revenue from BizEquity. Customized Wealth Advisory Services From �me to �me, we develop a customized investment strategy for Clients in our Wealth Advisory Program. Fees for such services are nego�ated on a case-by-case basis. We also develop new investment management strategies on a test basis with funds provided by us, our employees, their family members, and a limited number of Clients 15 of 55 before such management strategies are made available generally. Practice Management and Portfolio Construction Assistance. Upon request of an eligible Investment Advisor, we may provide the Investment Advisor with por�olio construc�on assistance advice. We will have a consulta�on with the Investment Advisor to review the proposed or current alloca�on, review the investment and due diligence process performed by us, and discuss how it may integrate with a Client’s overall por�olio. In such instances, the Investment Advisor will retain investment discre�on over any Client assets allocated to the por�olio we’ve reviewed with the Investment Advisor. We will have no investment discre�on in this situa�on. Account Management Trading When we are granted Full Discre�on or Limited Trading Discre�on for Client accounts, trading will occur through the brokerage account(s) Clients establish with a custodian. Strategists will provide us with instruc�ons to rebalance or reallocate the Strategist Models depending on their asset alloca�on philosophy or investment manager selec�on process. These adjustments to the asset alloca�ons will result in transac�ons in a Client’s account. For OPS Pla�orm Clients, a minimum amount of five dollars per security is required on contribu�ons and rebalance trades (this limita�on does not apply to BCI Pla�orm Clients). All Strategist Model alloca�ons contain a minimum 1% alloca�on to cash. For distribu�ons, posi�ons are redeemed pro-rata unless otherwise specified. The last trade file will be sent to the custodian at or around 3 pm Eastern �me. The Client or their Investment Advisor instruct OPS that a Client’s account will be invested in accordance with the Strategist Model as indicated on the New Account Applica�on, Investment Direc�on Addendum, or other relevant OPS form and/or reassignment process. If the Strategist Model changes, OPS will rebalance a Client’s account to align it with the selected Strategist Model. Clients or their Investment Advisor may instruct OPS to terminate the use of the Strategist Models at any �me. Clients will receive no�fica�on of all transac�ons in their account(a) in the form of an account statement provided by the custodian. For Strategist Program and Core Select strategies that invest in mutual funds, the custodians u�lized by us charge us an asset-based fee when Clients invest in certain share classes. These share classes are known as transac�on fee (“TF”) mutual funds. Absent the asset-based fee paid by us, Clients would be charged a transac�on fee typically ranging from $25 to $75 for each purchase of shares of a TF mutual fund. Because we are charged a fee for using certain share classes, we have a conflict when determining which share class to u�lize in Core Asset Manager or the Strategist Program. To mi�gate this conflict, it is our policy is to use the cheapest share class that is available at all custodians where the strategy is available (regardless of whether we have to pay an asset-based fee to the custodian). When selec�ng mutual funds and mutual fund share classes, we will not u�lize mutual funds or mutual fund share classes that have short term redemp�on fees or minimum investment requirements. For any mutual fund used in a strategy, it is possible that certain custodians may make available a cheaper share classes than the share classes used by us (because we use the cheapest share class available at all custodians that we use). If a Client invested in the same mutual fund directly at their custodian or used an advisory program from another advisor, such Client may be eligible for a cheaper share class. However, because some of the cheaper share classes are TF mutual funds, it is possible that the Client would incur transac�on fees. Client Exclusions and Restric�ons For all of our programs, Clients may impose reasonable restric�ons on the management of their account, including the designa�on of specific securi�es or a specific category of securi�es that should not be purchased for their account or that should be sold if held in the account, and may reasonably modify such restric�ons from �me to 16 of 55 �me. Any restric�ons placed on the management of the Client’s account or par�cular requirements of an account may cause us or a third-party Strategist to deviate from investment decisions we or the third- party Strategist would otherwise make in recommending an investment strategy or managing the account. When a Client restricts a category of securi�es that may be purchased for the account, we or the third-party Strategist will determine, in our respec�ve sole discre�on, the specific securi�es in that category. Any restric�ons a Client imposes on individual securi�es that may be purchased for the account shall apply only to individual stocks within separately managed por�olios. Wrap Fee Program, Transac�on Fees, and Other Expenses We offer some of our services as a “wrap fee program”, with op�ons to allocate investments to stocks, exchange traded funds, model por�olios, or separately managed accounts. The wrap fee program is managed similarly to what is described in this document. Please refer to Appendix 1 of our Form ADV Part 2A for addi�onal informa�on on our wrap fee program. Under the wrap fee programs, investment advice and costs of trade execu�ons are provided to Clients for an all-inclusive wrap fee. This means that under wrap fee programs, we pay the trading costs out of the advisory fee that we receive from Clients. Clients can consult their investment advisory agreement to determine whether the strategies selected are part of our wrap fee program. Qualified custodian Charles Schwab & Co., Inc. (“Schwab”) has agreed to waive execu�on fees for our Pla�orm Clients’ transac�ons executed by Schwab. “Trade-away” fees for transac�ons executed away from Schwab will s�ll be assessed. Clients in our wrap fee program do not pay these “Trade-away” fees on a transac�on-by-transac�on basis as they are included in the wrap fee program fee. We took this into considera�on when pricing our wrap fee program at such custodian. ETF shares incur transac�on expenses, which are paid to the custodian either as a separate transac�on charge or through an asset-based fee (i.e., a percentage of assets in the account). With respect to any mutual funds included in the Des�na�ons ETFh strategies, we purchase the available mutual fund share class with the lowest internal expense ra�o (generally the “Ins�tu�onal” class), which share class may impose transac�on fees. Our fee for the Des�na�ons ETFh program includes an asset-based fee paid to the custodian to cover transac�on costs (see “Des�na�on Program Fees” under Item 5 – Fees and Compensa�on of this Brochure). This enables us to make investment decisions for Des�na�ons ETFh accounts without regard to transac�on costs. This is par�cularly valuable for Clients who make regular contribu�ons or withdrawals from their accounts. Trading ac�vity is influenced by the frequency of rebalances, contribu�ons, and withdrawals. The more infrequent the trading ac�vity (determined by fund changes and rebalances and Client addi�ons and withdrawals) and the larger the size of the account, the more likely that an asset-based fee will be more costly than a separate transac�on charge. Since trading ac�vity is dictated by mul�ple factors, including changes in funds in a Client’s Des�na�ons ETFh por�olio (e.g., because of our performance evalua�ons, changes in managers, funds closing to new investment, etc.), and the frequency of deposits and distribu�ons (which are driven by Clients), it may be difficult to predict the level of trading ac�vity in any year (and thus, whether the asset-based fee would be more or less costly than a separate transac�on charge). Our fee is in addi�on to the opera�ng expenses of the funds included in Client accounts, which are expressed as the fund’s “expense ra�o”. A fund expense ra�o represents the percentage of the fund’s assets used to operate the fund and reflects the fund’s investment management fee, administra�ve costs, brokerage costs, distribu�on fees, and other opera�ng expenses. Although these expenses are paid by the fund, Clients indirectly bear 17 of 55 their pro rata share of such costs. Clients should consider both our fee and the internal expense ra�os of the funds included in the program (which are set forth in the prospectus for each fund) when deciding whether the Des�na�ons program may be more or less costly than another investment program. Technology We offer our services through a technology pla�orm known as “Advisor Portal.” Advisor Portal is a technology pla�orm that was developed by our affiliate, Orion Tech and allows for proposal genera�on, account opening, trading, repor�ng, and billing from one dashboard. We will con�nue to allow for account opening through our predecessor technology pla�orm (referred to herein as “Brinker’s Legacy Technology Pla�orm”), but accounts opened through Brinker’s Legacy Technology Pla�orm are subject to separate fees as further explained in Item 5 – Fees and Compensa�on of this brochure. Recordkeeping Services OPS provides recordkeeping services for re�rement plans who wish to make OPS’s Strategist Program available to their plan’s par�cipants. Re�rement Plan Services We offer re�rement plan advisory services through our BCI Pla�orm u�lizing our Des�na�ons investment strategies for tax-exempt accounts, as well as mutual fund and ETF evalua�on and selec�on to sponsors of re�rement plans (“Plans”) covered by the Employee Re�rement Income Security Act of 1974, as amended (“ERISA”) and other qualified and non-qualified deferred compensa�on plans (“Re�rement Plan Services”). Our Re�rement Plan Services are available to plans with at least $250,000 of investable assets. The Re�rement Plan Services Program is provided in conjunc�on with a recordkeeping service provider, who may also provide Plan administra�on (the “Recordkeeper”) and generally a broker-dealer or investment advisory firm. In the Re�rement Plan Services Program, the Plan sponsor enters into both (i) an investment advisory agreement with us, and (ii) a separate administra�ve and recordkeeping services agreement with the Recordkeeper. The Investment Advisor may also be a party to the investment advisory agreement. Pursuant to the investment advisory agreement, we provide to the Plan sponsor, and assists the Plan sponsor in selec�ng a group of investment strategies, which may include the Des�na�ons Funds, which the Plan sponsor then makes available to Plan par�cipants as investment op�ons under the Plan. We also provide the Plan sponsor with a par�cipant ques�onnaire, which the Plan sponsor makes available to Plan par�cipants to assist each Plan par�cipant in determining his or her investment goals and objec�ves and risk tolerance and in selec�ng a suitable investment strategy for the par�cipant's Plan account. We implement certain investment strategies selected by the Plan sponsor and made available to Plan par�cipants. We also may develop addi�onal models or customized investment strategies for a Plan sponsor. We have Full Discre�on in selec�ng the funds to be included in the asset alloca�on models used to implement the investment strategies. We review the models on a periodic basis and update and rebalance the models from �me to �me in accordance with the related investment strategy, taking into account the performance of the funds, market condi�ons and other factors we deem appropriate, and electronically transmit changes to the models to the Recordkeeper. The Recordkeeper is responsible for execu�ng trades in the Plan par�cipants' accounts to reflect changes in the models provided by us. We also offer evalua�on and selec�on services to iden�fy a limited number of unaffiliated mutual funds and/or ETFs in which Plan par�cipants may invest their Plan accounts. Plan sponsors who elect this addi�onal service authorize us to select addi�onal funds. If a Plan sponsor elects the addi�onal fund evalua�on service, we are authorized to select, add, remove and/or replace funds available for purchase by Plan par�cipants consistent with any 18 of 55 writen investment policy approved by the Plan sponsor and provided to us and with any requirements under ERISA, based upon our evalua�on of each fund's performance, market condi�ons and other factors we deem appropriate. Plan sponsors can, however, specify securi�es which cannot be purchased. If we add a new fund or replace a fund on the addi�onal fund list, we will no�fy the Plan sponsor sufficiently in advance of such ac�on to enable the Plan sponsor to provide any no�ce to Plan par�cipants required under ERISA. The Plan sponsor is responsible for delivering to Plan par�cipants any change no�ce required under ERISA informing such Plan par�cipants how their accounts will be invested as of the change if the Plan par�cipant fails to provide affirma�ve investment direc�ons. We are responsible for monitoring the relevant data on the performance of each mutual fund, ETF and Des�na�ons model and provide periodic repor�ng on the performance of each fund and Des�na�ons model. When a party to the BCI investment advisory agreement with the Plan sponsor, the Investment Advisor has a number of responsibili�es. Such responsibili�es vary and are specifically detailed in each Plan’s investment advisory agreement. Individualized Account Management The Individualized Account Management Strategy is available to Clients of our Re�rement Plan Services and uses Risk Budge�ng to diversify Client por�olios among several different asset classes u�lizing the mutual fund families available on the Client’s pla�orm or through the Client’s custodian, according to Client objec�ves. This program has a $20,000 minimum. Des�na�ons Funds We serve as the investment adviser for each series of the Brinker Capital Des�na�ons Trust, a registered investment company currently comprising ten separate mutual funds (each, a “Des�na�ons Fund” and collec�vely, the “Des�na�ons Funds”):
• “Des�na�ons Large Cap Equity Fund,”
• Des�na�ons Mul� Strategy Alterna�ves Fund
• Des�na�ons Small-Mid Cap Equity Fund
• Des�na�ons Interna�onal Equity Fund
• Des�na�ons Equity Income Fund
• Des�na�ons Core Fixed Income Fund
• Des�na�ons Low Dura�on Fixed Income Fund
• Des�na�ons Global Fixed Income Opportuni�es Fund
• Des�na�ons Municipal Fixed Income Fund
• Des�na�ons Shelter Fund. Each Des�na�ons Fund employs a manager-of- managers structure, whereby we select and oversee professional third-party investment managers (each, a “sub-adviser”), who are responsible for inves�ng the assets allocated to them. We may also allocate a por�on of a Des�na�ons Fund’s assets to ETF and mutual fund investment strategies. Each Des�na�ons Fund is offered by its prospectus only. The prospectus for each Des�na�ons Fund includes investment objec�ves, risks, fees, expenses, and other informa�on that prospec�ve investors should read and consider carefully before inves�ng. We offer our Des�na�ons Funds on the OPS and BCI Pla�orms as part of our advisory services. In addi�on, the Des�na�ons Funds are offered on the pla�orms of unaffiliated broker-dealers and sponsors. The custodians for such third-party pla�orms o�en impose certain custody and clearing fees for administra�ve services provided to Client accounts (“sub-transfer agent fees”) separate from the sub-transfer agent fees charged by the Des�na�ons Funds’ custodian. The Des�na�ons Funds offer two classes of shares: Class I and Class Z. Class Z shares are offered to Clients that invest through a third-party pla�orm that may charge an external sub-transfer agent fee. The expense ra�o for Class I shares is approximately 15 basis points (0.15%) higher than the expense ra�o for Class Z shares. The 15 basis point difference 19 of 55 represents sub-transfer agent fees a Des�na�ons Fund pays to its custodian with respect to Class I shares for administra�ve services provided to Client accounts. Clients invested in the Class Z shares do not pay this sub-transfer agent fee to the fund custodian, as the broker-dealer or financial advisor for the Client’s account assumes responsibility for these services and their related expenses, o�en charging its own sub-transfer agent fee. If we invest Client accounts in Class Z shares as opposed to Class I shares, our custodian would charge the Client a separate custody and clearing fee. Generally, that fee would be more than the 15 basis points sub-transfer agent fee that the Class I shares pay to the Des�na�ons Funds’ custodian. The fee would depend on account size and would include a minimum fee, which would significantly increase the effec�ve rate for smaller accounts. Consequently, we determined that the overall cost Clients on the OPS and BCI Pla�orms would be greater than the cost associated with an investment in Class I shares. For these reasons, we invests asset on the OPS and BCI Pla�orms in Class I shares of the Des�na�ons Funds, which are the overall lower cost alterna�ve for those OPS and BCI Pla�orm Clients. The sub-transfer agent fees that may be charged to Clients invested through a third-party pla�orm may be more or less than the 15 basis points sub-transfer agency fee charged by the Des�na�ons Funds’ custodian with respect to the Class I shares. Each broker-dealer or financial adviser who holds accounts outside of the OPS or BCI Pla�orms will determine the appropriate share class for its Clients based on an analysis of costs to both the Client and their firm and the services provided to each share class. Addi�onally, we use only our Des�na�ons Funds in our Des�na�ons Fund program. Des�na�ons Funds may have higher ongoing opera�ng expenses (and thus higher expense ra�os) than unaffiliated funds available in other investment programs. Accordingly, the Des�na�ons program, which uses Des�na�ons Funds exclusively, may be more costly than other mutual fund alloca�on programs that u�lize funds with lower expense ra�os. Shares of the Des�na�ons Funds available to par�cipants in our advisory programs are Ins�tu�onal share classes that do not pay Rule 12b-1 fees or other similar distribu�on or transac�on expenses. With respect to proprietary models that invest in third-party funds and the Des�na�ons Funds, Brinker purchases the available third-party fund share class with the lowest internal expense ra�o (generally the “Ins�tu�onal” class). However, these third-party funds may impose transac�on fees in connec�on with the purchase or sale of shares. Assets Under Management As of December 31, 2023, we managed $41,286,971,755 of client assets on a discre�onary basis and $12,557,492,205 of client assets on a non- discre�onary basis. For the remaining assets on our pla�orm, we provide administra�ve services, but do not provide investment advice regarding these assets or have investment discre�on over these assets.
20 of 55