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Item 1-Cover Page
Mariner Institutional, LLC
531 W Morse Blvd, Suite 200
Winter Park, FL 32789
Form ADV Part 2A
March 27, 2026
https://www.marinerwealthadvisors.com/our-services/business/mariner-institutional/
This Disclosure Brochure provides information about the qualifications and business practices of
Mariner Institutional, LLC (“Mariner Institutional” or the “Firm”). If you have any questions about
the contents of this Brochure, please contact us at (844) 442-6326. 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.
Additional information about Mariner Institutional also is available on the SEC’s website at IAPD
- Investment Adviser Public Disclosure - Homepage (sec.gov) and on Mariner Institutional’s
website at https://www.marinerwealthadvisors.com/our-services/business/mariner-institutional/
Mariner Institutional, LLC - Form ADV Part 2A
March 27, 2026
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Item 2-Material Changes
This Item 2 includes a discussion of material changes to this Brochure since our annual update filed
on March 28, 2025. 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.
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Item 4 - Advisory Business – Updated to reflect our client types and the various services
offered to our clients by us and our affiliates.
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss - Updated to include
additional risks.
Item 10 - Other Financial Industry Activities and Affiliations - Updated to reflect changes
to our affiliations and services provided through our affiliates.
Item 14 - Client Referrals and Other Compensation-Updated various sections to align with
our current practices.
without
charge.
Currently,
Brochure may
be
accessed
We will provide you with a new Brochure if requested based on changes or new information, at any
time,
at
our
www.marinerwealthadvisors.com/legal or requested by contacting us at (844) 442-6326 or
institutionalcompliance@mariner.com.
Mariner Institutional, LLC - Form ADV Part 2A
March 27, 2026
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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.................................................................................................. 10
Item 6-Performance-Based Fees and Side-By-Side Management .......................................... 11
Item 7-Types of Clients ............................................................................................................... 12
Item 8-Methods of Analysis, Investment Strategies and Risk of Loss ................................... 12
Item 9-Disciplinary Information ............................................................................................... 20
Item 10-Other Financial Industry Activities and Affiliations................................................. 21
Item 11-Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading......................................................................................................................................... 25
Item 12-Brokerage Practices ...................................................................................................... 25
Item 13-Review of Accounts ....................................................................................................... 27
Item 14-Client Referrals and Other Compensation ................................................................ 28
Item 15-Custody .......................................................................................................................... 29
Item 16-Investment Discretion................................................................................................... 29
Item 17-Voting Client Securities................................................................................................ 29
Item 18-Financial Information .................................................................................................. 31
Mariner Institutional, LLC - Form ADV Part 2A
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Item 4-Advisory Business
About the Firm
Mariner Institutional, LLC (“Mariner Institutional”) is an investment adviser registered with the
SEC since 2001. We are wholly owned by Mariner, LLC (“Mariner Wealth”). Mariner Wealth is
wholly owned by Mariner Wealth Advisors, LLC (“Mariner”).
In turn, Mariner 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.
Mariner Institutional’s primary office is located in Winter Park, Florida. Mariner’s headquarters
are in Overland Park, Kansas. For a complete listing of Mariner Institutional’s office locations,
please see our Form ADV Part 1A, a copy of which is available on the SEC website at MARINER
INSTITUTIONAL, LLC - Investment Adviser Firm, or upon request.
Who We Are
Mariner Institutional is an institutional investment and retirement plan consulting firm. We are
structured as a Limited Liability Company, offering a broad range of investment and fiduciary
consulting services to all types of institutional clients.
WHAT WE DO
Institutional Investment and Fiduciary Consulting Services
Mariner Institutional is an institutional consulting firm that provides investment and retirement plan
advisory services, acting in a fiduciary capacity for our clients. We offer a range of investment
consulting services for all types of institutional plans, serving both traditional and defined contribution
plans. Mariner Institutional also services a limited number of retail accounts (e.g., high-net worth
individuals), primarily from legacy relationships or acquisitions. We help clients construct and manage
portfolio performance and risk factors that aim to efficiently and effectively achieve their objectives.
Traditional Plans:
In the traditional space, we provide investment consulting for pools of assets sponsored by public and
government entities, public and private educational institutions, unions (Taft-Hartley), insurance
companies, endowments, foundations, corporations, hospitals, healthcare systems and self-insurance
funds). We provide these services in both a non-discretionary and discretionary capacity. Our typical
services include:
Investment Policy Development
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• Asset Allocation & Liability Modeling Analysis
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• Manager Research
• Ongoing Performance Monitoring
• Trustee Education
We strive to deliver our services in a customized and user‐friendly format based on each client’s
unique needs. Using a combination of data, general education, frequent presentations and various
communication tools, we attempt to provide our clients with the resources and actionable
recommendations that will allow them to make informed decisions.
Simplified Approach:
We believe in simplifying investment and fiduciary decisions. We have found that the most
effective way to accomplish this objective is to build client “partnerships” based on understanding
and trust. By taking time to meet and understand our clients on a personal level, we are able to
provide them with meaningful and actionable investment guidance that aims to produce sustainable,
solid results that are specific to each plan.
While our recommendations are based on a wealth of experience and in‐depth analysis, we strive
to present client information in a format that is understandable and intuitive. As a result, we do
not structure our presentations or communications to impress the client with our technical
knowledge, but rather to allow clients to easily recall the reasoning behind each of the
recommendations we make for their portfolio.
Definitive Recommendations & Guidance:
One of the greatest criticisms of the consulting industry as a whole is that firms are “long on theory
and short on execution.” We continuously work to provide our clients with what we believe to be
definitive recommendations and efficient implementation of portfolio structures and strategies.
Although most portfolio decisions are ultimately implemented at the direction of the client, our
process is focused on identifying and quantifying investment themes that allow for the realistic
assessment of risk and the establishment of return expectations. The presentation and
communication of this information is structured toward allowing clients to make informed
investment and fiduciary decisions they can trust.
Straight Forward Solutions:
In today’s investment and regulatory environment, client needs, portfolio and plan design strategies
are increasingly complex. Despite these challenges, we continuously work to tailor our information
and recommendations using a straightforward approach that aims to result in actionable, cost‐
efficient client solutions.
We encourage any prospect to communicate with our clients and other industry professionals to
evaluate their opinion of our services and professionalism.
Client Service Approach:
Each client will be assigned a primary consultant who is accountable and responsible for
coordinating the relationship and understanding that client’s specific needs. However, to maximize
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the effectiveness of our recommendations, Mariner Institutional utilizes a team‐based approach to
client service, providing dedicated resources designed to further meet and help exceed our client
needs. This client service approach is based on the belief that the formulation of an investment plan
or participant outcome strategy, coupled with prudent implementation and performance evaluation,
is essential to the oversight of investment assets.
Our primary objective is to serve as the client’s advocate and guide in implementing effective
strategies to reach their unique goals. At Mariner Institutional, we focus on creating partnerships,
not customers. Our investment and fiduciary consulting services are specifically tailored to meet
each client’s distinctive needs. From return requirements, risk tolerance, cash flow, and liquidity
needs, to plan design and participant outcomes, we work with each client to implement dynamic
strategies based on their goals through time. Additionally, we will work with our clients to help
customize investment guidelines within their Investment Policy Statement, including imposing
certain restrictions or limitations relative to investing in certain securities or types of securities.
Through careful research and collaboration, our focused consultants and dedicated service teams
provide the key ingredients necessary for fostering and maintaining strong client‐centered
relationships across all plan types. In short, we work to meet the needs and demands of our clients
by establishing a framework that simplifies their investment and fiduciary decisions.
Defined Contribution (DC) Plans:
We provide consulting and advisory services for employer-sponsored retirement plans that are
designed to assist plan sponsors of employee benefit plans on both a discretionary and non-
discretionary basis. 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 governance, 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:
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Fee Benchmarking
Plan Provider-Administrator Benchmarking
Recordkeeper Search & Review
Fund Lineup Selection/Recommendations
Performance Measurement & Reporting
Trustee Education
Participant Education
Plan Governance
Regulatory Updates
Resources to the Board for Strategy and Decision-making
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
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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). If services provided include investment discretion, we also serve as an investment
manager within the meaning of Section 3(38) of ERISA (likewise, only with respect to the provision
of services described in the applicable agreement).We emphasize 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.
Within Mariner Institutional’s DC practice, certain individuals are dually registered with our
affiliate, Mariner Wealth, and likewise certain clients may be serviced by Mariner Institutional
associates through a Mariner Wealth investment advisory agreement.
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 Mariner Institutional, 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 choosing
one of these three providers. If a client prefers a different recordkeeper, they may be better served
to opt for a customized approach within Mariner Institutional DC services, rather than the Pathway
DC Solution.
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 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
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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.
Our Fiduciary Acknowledgement
If your plan is covered by ERISA, when we provide investment advice to you regarding your
account, we are fiduciaries within the meaning of Title I of 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:
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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)
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
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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.
Rollovers to Affiliated Wealth Advisors
Mariner Institutional has affiliates, such as Mariner Wealth, that provide wealth management and
other advisory services to individual investors (as further defined within this document). In
connection with Mariner Institutional’s services to employer-sponsored retirement plans and plan
sponsors, plan participants may become aware of, be introduced to, or be referred to the wealth
management or other advisory service offerings provided by our affiliates. Participants who
terminate employment or otherwise become eligible to take a distribution may choose to roll over
plan assets to an IRA or other account managed by our affiliate(s).
If a participant elects to roll assets to an account managed by our affiliate, our affiliate will generally
receive advisory fees and/or other compensation on those assets. The fees earned by our affiliates
for advisory services provided to an IRA or other account of an individual participant are generally
higher than (or in addition to) the fees earned by Mariner Institutional with respect to the advisory
services provided to retirement plans and plan sponsors. In addition, personnel of our affiliates are
typically compensated, directly or indirectly, based in part on the advisory fees or other revenues
generated from accounts established through such rollover recommendations. Likewise, our
institutional advisors are generally entitled to receive an internal referral fee for making such a
recommendation to utilize the services of affiliates.
Accordingly, Mariner Institutional and its institutional advisors have a financial incentive for
rollover assets to be invested in accounts managed by our affiliate(s), which creates a conflict of
interest. The services we provide to retirement plans and plan sponsors are separate from any retail
advisory or wealth management services offered to individual participants by our affiliate(s).
Participants are under no obligation to engage our affiliate(s) or any related person for such services.
Client Agreement
Prior to engaging us, clients 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, or provide
investment recommendations for implementation by the client or its designated service providers,
as relevant, 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
through their designated representatives(s) of any changes in their financial circumstances or
investment objectives.
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Asset Value:
As of December 31, 2025, our approximate assets consisted of the following:
Discretionary*
Assets Under Advisement**
Total
Amount of Approximate Assets
$2,822,300,000
$455,602,500,000
$458,424,800,000
* This is equivalent to the regulatory assets under management disclosed in Item 5.F of Adviser’s Form ADV Part 1A. Please note
that Mariner Institutional has no non-discretionary regulatory assets under management. All its non-discretionary assets are assets
under advisement as further explained below.
**Assets under advisement represent primarily our Pension Consulting assets, for which we have neither discretionary authority
nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the ultimate
client. We simply provide recommendations. Inclusion of these assets will make our total assets number different from regulatory
assets under management disclosed in Item 5.F of Adviser’s Form ADV Part 1A due to specific calculation instructions for
Regulatory Assets Under Management.
Item 5-Fees and Compensation
Traditional Plans
Our fees are generated from the annual retainer advisory fee the client pays directly to us for our
services. These fees are hard-dollar only and may be fixed or variable, and may include an annual
fee escalator of an agreed-upon percentage. We do not have a set fee schedule for traditional plans.
Invoices are sent directly to the client or their designated representative and payment is rendered to
us.
Defined Contribution Plans
For defined contribution 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 recordkeeper
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.
Our hard dollar fees vary depending on the complexity of the engagement. Fees are negotiated
directly with clients prior to entering into each new engagement. We do not have a minimum plan
size that we will accept, nor do we have a minimum stated fee. All fees are fully disclosed and
negotiated with the client in advance. Most clients’ fees are billed quarterly in arrears, however
some are billed for services quarterly in advance. In these instances, any unearned fee would be
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returned to the client in the event the relationship was terminated. Some clients request to have
their fees deducted from their accounts, which we honor on an exception basis. While some clients
elect to base our fee on a stated percentage of assets under advisement, under no circumstances are
our fees based on participating in a share of capital gains or appreciation of funds beyond the stated
percentage of assets. Clients can terminate our advisory services at any time upon written notice.
Any other fees incurred to manage or custody client assets are the result of, and are billed by, other
service providers under their separate agreements directly with the client. Such fees could include
investment manager fees, brokerage fees and custody fees, among others, and should all be
disclosed under those separate agreements.
All fees paid to us for investment consulting and advisory services are separate from the fees and
expenses charged to shareholders of mutual fund shares or ETFs by their respective managers. A
complete explanation of these expenses charged by the mutual funds or ETFs is contained in each
strategy’s prospectus. Also, all fees paid to us for consulting and advisory services are separate
from the fees and expenses which may be charged by other third-party investment managers,
custodian fees and other service providers.
In addition, for our traditional non-discretionary clients, we do not typically trade clients’ accounts
and therefore in those cases would receive no brokerage or other transaction fees. There are a
limited number of clients whereby we do have certain authorities to trade clients’ accounts. In such
cases, there are processes in place for oversight and monitoring.
For our discretionary clients, although we also do not receive any brokerage or other transaction
fees, we do, however, support portfolio administration (e.g., rebalancing) and accordingly will
facilitate trades for their designated accounts, and for a limited number of clients will trade clients’
accounts. These activities have an additional level of oversight within Mariner Institutional and,
except for the aforementioned limited clients, actual execution of trades is generally carried out by
the client’s qualified custodian. Accordingly, even in a discretionary capacity, we still receive no
brokerage or other transaction fees. Please see additional detail under Item 12.
As indicated above, we do not have a set fee schedule. Rather, our annual consulting fee varies
depending on the engagement. Based on the services requested and plan complexity, fees could
range from approximately $25,000 to over $1,000,000 annually. Moreover, for clients deemed not
to be “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act of
1940, our fees generally range from $5,000 to $40,000 annually depending on the size and
complexity of the client.
Item 6-Performance-Based Fees and Side-By-Side Management
We do not charge fees based on participating in a share of capital gains or the capital appreciation
of client assets under advisement.
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Item 7-Types of Clients
Mariner Institutional works with many different types of institutional plans sponsored by public
and government entities, public and private educational institutions, unions (Taft-Hartley),
insurance companies, endowments, foundations, corporations, hospitals, healthcare systems and
self-insurance funds. Mariner Institutional also services a limited number of retail accounts (e.g., high-
net worth individuals), primarily from legacy relationships or acquisitions. Our firm is structured to be
able to consult and advise any institutional pool of assets. Some of the plan types we work with
include:
• Retirement plans, including defined benefit pension, cash balance, defined contribution, ESOP
and money purchase plans
• Post retirement and benefit plans, such as health and welfare, OPEB, VEBA and other retiree
health plans
• Endowments and foundations
• Other asset pools, such as operational, liquid reserve, insurance, and risk pools
As stated in “Item 5 – Fees & Compensation,” we do not have minimum plan size requirements,
nor a stated minimum fee for establishing a new client relationship for investment consulting
services.
Item 8-Methods of Analysis, Investment Strategies and Risk of Loss
The focus of our strategic asset allocation is the development of “collective manager intelligence”
by our research team leading to manager recommendations that aim to be consistent and repeatable.
Our dedicated research team’s sole responsibility is to conduct due diligence on current and
prospective management strategies that can be utilized by clients in accordance with their
Investment Policy Statement.
The open and ongoing manager due diligence process, which includes both qualitative and
quantitative aspects, is focused on identifying managers and strategies that we believe maintain a
sustainable competitive advantage relative to their peers.
Risk Control
Risk control is central to manager evaluation, performance measurement processes and investment
consulting in general. While a portfolio’s standard deviation over time represents the most visible
component of investment risk, it is certainly not the only risk to be considered. There are several
quantitative and qualitative factors that should be considered when assessing both portfolio and
manager risk such as governance and operational procedures, regulatory history, compliance
practices, portfolio construction, style consistency, and professional experience.
Each clients’ consulting team is responsible for the evaluation and mitigation of risk management
at the portfolio and manager level. Each consulting team is further supported by our Manager
Research Department’s evaluation of strategic asset allocation structures and ongoing manager
evaluation and due diligence. Our Consulting and Research Departments are effectively integrated
and overseen from an investment risk perspective by our Institutional Investment Policy Committee
that reviews and approves certain manager strategies for client portfolios. An additional layer of
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risk control is provided by Mariner’s Enterprise Investment Policy Committee, led by the Chief
Investment Officer and supported by the investment team, which is generally responsible for
overseeing the due diligence process on prospective investment strategies, managers and
products that are made more broadly available for investment in client portfolios.
We believe multi-layered risk management is central to investment consulting and extends well
beyond the observable measurement of portfolio or manager volatility. Risks can appear in a
variety of forms and consultants must use different tools and assessments to effectively mitigate
them.
Philosophy on Risk
Risk extends beyond systematic market risk (standard deviation of index returns).
Other types of risk such as manager risk, litigation risk, liquidity risk, interest rate risk, headline
risk, political risk and default risk must be recognized and mitigated.
Risk mitigation is essential to each of our services: investment policy development, asset
allocation development, manager research, and performance analysis.
The client must understand both qualitative and quantitative risk factors.
Risk Management at the Total Portfolio Level
The number one factor driving the risk of an investment portfolio is arguably the asset allocation
decision. Thus, we believe it is extremely important to educate our clients on the importance of
asset allocation in order to assist them in making informed and sound decisions. In addition to
education, we use a combination of mean variance and stochastic modeling tools to help clients
understand the risks that might exist with different asset allocation structures. The goal is to build
a portfolio with a diversified mix of asset classes that are not highly correlated with each other.
When the desired asset allocation structure has been determined, we then generally define the target
allocation structure in the client’s investment policy statement. Risk at the total portfolio level is
managed by keeping the client’s asset allocation structure in compliance with its investment policy
statement. We assist the client in staying compliant using our various monitoring, analytical, and
reporting tools.
Risk Management at the Individual Manager Level
The individual managers employed by a client are the building blocks of the investment program,
and they must fit within the client’s asset allocation structure as determined above. To further
mitigate risk, we believe it is essential to build a roster of managers that are also not highly
correlated with each other within an asset class. As such, it is important to fully understand the
factors driving a manager’s performance and risk profile. To gain such an understanding of each
manager, we evaluate many financial and risk characteristics, which may include, but is not limited
to, the following:
• MPT statistics: Alpha, Batting Average, Beta, Correlation Coefficient, Downside/Upside
Market Capture Ratio, Down/Up Market Return, Downside Risk, Information Ratio, Max
Drawdown, Number of Negative/Positive Periods, R-Squared, Sharpe Ratio, Sortino Ratio,
Standard Deviation, Treynor Ratio, Tracking Error, etc.
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• Portfolio Characteristics: Price/Earnings Ratio, Price/Book Ratio, Price/Cash Flow Ratio,
Dividend Yield, Earnings Growth Rate, etc.
• Portfolio turnover
• Portfolio concentration/number of holdings
• Sector/country allocations
• Holdings and returns-based style analysis
• Holdings-based attribution
• Cross holdings analysis between strategies
We make ongoing quantitative and qualitative assessments of managers to gauge their success and
failure. This allows us to detect risk at the manager level and to judge if such risks are appropriate
within the client’s portfolio structure. The factors considered may include but are not necessarily
limited to the following:
Quantitative factors:
• Annualized, calendar year and market cycle return vs. appropriate industry benchmarks and
peer groups
• Various risk-based analysis (Sharpe, Sortino, Information ratios, etc.)
• Factor analysis (value, growth, size, momentum, quality, social & governance, etc.)
Qualitative factors:
Our qualitative analysis focuses on the stability of the investment manager’s organization and staff,
adherence to their stated investment philosophy and process, asset/client turnover, and the quality
of client service.
Investment policy statement compliance issues
• Professional turnover
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• Regulatory or legal issues
• Significant loss or gain of clients, including asset outflows/inflows
• Change in firm ownership
• Change in investment process
• Risk management approach (within the investment team or driven externally)
• Style drift from mandate
• Fee structure change
• Poor client service
• Loss of client confidence
There are no automatic triggers that place a strategy on a watch list or to terminate. We assess each
situation independently and aim to make thoughtful, reasonable decisions in a timely manner.
Risk of Loss & Other Risks
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.
Mariner Institutional, LLC - Form ADV Part 2A
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In addition to general investment risks, there are additional material risks associated with the types
of strategies in which your portfolio invests from time to time. Please refer to the relevant
prospectus or offering materials for more information regarding risk factors for a particular
investment. Depending on the different types of investments and strategies employed for your
portfolio, there are varying degrees of risk:
• Market Risk–Either the market as a whole, or the value of an individual underlying
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 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.
• Technological Advance – Artificial Intelligence; Machine Learning – Recent technological
advances in artificial intelligence and related machine learning technologies (collectively,
“AI Technology”) pose risks to the Firm, its clients, and its portfolio investments. AI
Technology and its applications, including in the financial sector, continue to develop
rapidly, and it is impossible to predict the future risks that may arise from such
developments.
Mariner Institutional, LLC - Form ADV Part 2A
March 27, 2026
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The use of AI Technology has become increasingly prevalent in recent years, and presents
risks and challenges that could affect the business of the Firm and its portfolio investments.
AI Technology, and the processes used to develop AI Technology, can raise privacy
concerns, subjecting the Firm and its portfolio investments to legal liability, and brand or
reputational harm. AI Technology is generally highly reliant on the collection and analysis
of large amounts of data, and it is not possible or practicable to review all data upon which
AI Technology is trained, or which is otherwise utilized. Certain data in such models will
inevitably contain a degree of inaccuracy and error - potentially materially so - and could
be inadequate, biased or otherwise flawed. Similarly, it is not possible to review whether all
relevant data has been used to develop the relevant models, the combined effect of which
would be likely to degrade the effectiveness of A Technology. To the extent that the Firm
and/or its portfolio investments use AI Technology, any such inaccuracies, errors or flaws
could have adverse impacts on such persons. Conversely, to the extent competitors of such
persons utilize AI Technology more extensively than the Firm or its portfolio investments,
there is a possibility that such competitors will gain a competitive advantage.
Use of AI Technology by the Firm, its personnel or its service providers could include the
input of confidential information, including confidential information of the Firm’s clients
and investors, either by third parties in contravention of non-disclosure agreements, or by
the Firm’s personnel in contravention of the Firm’s policies, contractual or other obligations
or restrictions, or otherwise in violation of applicable laws or regulations relating to
treatment of confidential and/or personally identifiable information (including material non-
public information). By inputting data into AI Technology, such confidential information
may become part of a dataset that is accessible by other third-party AI Technology
applications and users. Further, some AI Technology scenarios may present ethical issues.
For example, if the Firm uses, enables or offers AI Technology that are controversial
because of their impact on human rights, privacy, employment or other social issues, the
Firm may incur legal liability or experience brand or reputational harm.
Intellectual property ownership issues, licensing and privacy rights surrounding AI
Technology are evolving which may expose the Firm and its portfolio investments to claims
of intellectual property infringement or misappropriation or privacy rights violations, or
result in inquiries by government bodies or agencies. In addition, many jurisdictions have
passed laws implementing regulations or are considering the same related to the use and
development of AI Technology which could have an adverse effect on the Firm, its clients,
portfolio investments and their businesses.
• 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
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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.
• Equity Risk–Equity strategies are susceptible to fluctuations and to the volatile increases
and decreases in value as the underlying issuers’ confidence in or perceptions of the market
change.
• Fixed Income Risk–Investing in fixed income strategies involves the risk that the underlying
issuers will default on the bonds and be unable to make payments. In addition, investors
should be aware of the risk and impact of inflation as changes in interest rates have a more
pronounced effect on securities with longer durations. Underlying 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.
portfolio may
contain
strategies
based
• Socially Conscious Investing–Depending on the strategy or Client-specific restrictions, a
Client’s
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 strategy and therefore the strategy
may forgo some market opportunities available to portfolios that don’t use such screening
and the strategy’s performance may at times be better or worse than the performance of
accounts or strategies that do not use such criteria.
• REITs and Real Estate Risk–The value of a portfolio’s investment in real estate investment
trusts (“REITs”) or real estate strategies may change in response to changes in the real estate
market. Such investments may also be subject 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. A portfolio may also bear a proportionate share of the REIT or
real estate fund’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.
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• 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 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, 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.
• 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 portfolio 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,
interval funds, and tender offer 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. In addition, where a client determines to terminate its
client agreement with the Firm, the Firm may be unable to liquidate certain investment fund
holdings prior to the effective date of the termination of the client agreement.
• 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.
• 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
Mariner Institutional, LLC - Form ADV Part 2A
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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.
• 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 goals and objectives will be met.
Our clients should be aware that there are numerous other risk factors related to the market in
general associated with implementing investment strategies. Such risks can affect actual results and
have a risk of loss that clients should be prepared to bear and should carefully consider before
investing in any strategy. There are also additional risks that our clients should be aware of,
including but not limited to: pandemics, technology, cybersecurity and legal and regulatory matters,
as further described below.
• 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.
• 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.
•
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.
Mariner Institutional, LLC - Form ADV Part 2A
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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 having 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.
• 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.
• 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 the 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 strategy.
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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March 27, 2026
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Item 10-Other Financial Industry Activities and Affiliations
As part of our services provided to clients, we recommend other registered investment advisors to
clients. Mariner Institutional, in service of our clients, supports and promotes an objective approach
to its investment consulting practice through various internal policies and controls.
Notwithstanding the foregoing, Mariner Institutional is a wholly owned subsidiary of Mariner
Wealth and by virtue of this, we are deemed to 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.
With respect to the services and products (including private funds) described herein offered by
Firm’s principal voting owners and their affiliates, namely Mariner, 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 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, 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 advisors who
recommend client investments, except as specifically disclosed to applicable client. Further, the
affiliated services, products and private funds are recommended to clients by 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.
Mariner Institutional, LLC - Form ADV Part 2A
March 27, 2026
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Other Investment Advisers
The Firm is wholly owned by Mariner Wealth (CRD No. 140195), a SEC registered investment
advisor. Through this ownership, the Firm is affiliated with and under common control with:
• Mariner Wealth Advisors-IC, LLC (CRD No. 289886), a SEC registered investment
adviser.
• Mariner Platform Solutions, LLC (“MPS”) (CRD No. 305418), a SEC registered investment
adviser.
• Mariner Independent Advisor Network, LLC (“MIAN”) (CRD No. 283824), a SEC
registered investment adviser.
• Mariner Managed Account Solutions, LLC (CRD No. 151664), 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.
• 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 does not generally
recommend affiliated private fund investments to its clients.
To the extent applicable, 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’s affiliates have a passive, direct or
indirect minority financial interest in the following investment advisers.
• Eaglebrook Advisors, Inc (CRD: 304438), a SEC registered investment adviser.
• Altruist, LLC (CRD: 299398), a SEC registered investment adviser.
• Lifeworks Advisors, LLC (CRD: 288255), a SEC registered investment adviser.
• Dynasty Wealth Management, LLC (CRD: 153377), a SEC registered investment adviser.
• 503 Capital Partners, LLC (CRD No. 327580), a SEC registered investment adviser;
• Alpine Fox Capital, LLC (CRD No. 324348), an exempt reporting adviser.
Mariner Institutional, LLC - Form ADV Part 2A
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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).
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”). We do not currently anticipate any
utilization or recommendation of this affiliated broker-dealer in providing services to our clients.
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 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.
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. To the extent applicable, the Firm
could receive 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.
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Insurance Companies or Agencies
We are under common control with Mariner Insurance Resources, LLC, an insurance agency.
Cowell Insurance Services, LLC (“CIS”), Medical Repricing Services, LLC (“MRS”), and
Americomp, LLC (“Americomp”) are affiliated companies under common control through CIS
Holdings, LLC. CIS provides insurance products and related services, MRS provides medical bill
repricing and cost-containment services, and Americomp establishes and maintains provider
network contracts utilized in connection with medical bill negotiations. Clients are under no
obligation to utilize the services of these affiliated entities.
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, associates of these
companies are able to access Financial Wellness Coaching provided by Mariner Wealth advisors.
Mariner Financial Wellness, LLC does not provide any investment advisory services.
Legal Services Solution
Through the ownership structures discussed above, Mariner’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.
Specialty Tax Services
We are under common control with Mariner Specialty Tax Services, LLC, which provides specialty
tax services to certain clients.
Other Affiliates
MPS wholly owns Honor Bound Partners, LLC (“HBP”) which wholly owns MIAN, Honor Bound
Consulting Services, LLC (“HBC”) and Honor Bound Network, LLC (“HBN”). HBC is a
California limited liability company that offers virtual administrative and training services, as well
as technology consulting services to investment adviser representatives of MPS and MIAN as well
as investment adviser representatives of other registered investment advisers/broker-dealers. 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.
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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.
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. Certain
securities are excluded from the Code of Ethics requirements as outlined in Section 204A of the
Advisers Act.
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.
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, 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 additional disclosure
regarding this conflict, including the policies and procedures the Firm has implemented in order to
address the conflict.
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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.
Mariner Institutional’s clients or prospective clients may request a copy of the firm's Code of Ethics
by contacting the Compliance Department at institutionalcompliance@mariner.com.
Charitable Contributions
From time to time, Mariner Institutional or its associates donate to charitable organizations that are
affiliated with clients, are supported by clients, and/or are supported by an individual employed by
one of our clients. In general, such donations are made in response to requests from clients or their
personnel. Because our contributions could possibly result in the recommendation of Mariner
Institutional or its services, such contributions may raise a potential conflict of interest. As a result,
we maintain procedures that review the dollar amount and frequency of charitable contributions
and require that all contributions are tracked and made directly to the charitable organization
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(normally a 501(c)(3) organization). No contribution will be made if the contribution implies that
continued or future business with Mariner Institutional depends on making such contribution.
Item 12-Brokerage Practices
We do not maintain a custodial relationship with any licensed broker‐dealer because we do not
generally execute trades on publicly traded individual securities. Any purchases or redemptions we
direct on behalf of a client are generally executed by the client’s independent custodian.
Directed Brokerage
However, as disclosed in Item 5, there are a limited number of clients whereby we do trade their
accounts. Accordingly, 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. In that case, at the direction of the
client, the advisor will negotiate terms and arrangements for the account trade(s) 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 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. Clients are free to choose their own custodian and brokerage firm.
We do not receive any incentives, commissions, or soft dollars in connection with client-directed
brokerage arrangements. Subject to our duty of best execution, we will decline a client’s request to
direct brokerage if, in our sole discretion, we are unable to effectively implement or service the
arrangement through the designated broker-dealer.
From time to time, we are asked to recommend custodial options for our clients. If there is a need
for custody services, and depending on the circumstances and needs, we may recommend several
custodians, provided such custodians can meet their fiduciary obligation of best execution. Factors
we consider when making any recommendations may include, but are not limited to: the custodian’s
ability to provide professional services, our experience with the firm(s), their reputation, and the
firms' quality of execution services and costs for such services, among other factors. We do not
consider whether we or a related person receive client referrals, nor do we have any soft dollar
relationships as we do not execute individual securities trades and receive no direct services from
any custodian we may recommend. Clients are under no obligation to accept any of our
recommendations and are free to select any custodian they may choose.
Item 13-Review of Accounts
Performance Reports
On a periodic basis, we will provide clients with a performance evaluation of the investment(s)
(hereinafter called the Performance Report). The Performance Report reviews the performance of
the clients’ assets, expressed by various modern portfolio statistics that compare the performance
of the investment managers to the guidelines called for by the Investment Policy Statement. The
Performance Report provides historical and comparative information and is not to be relied upon
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as a forecast or predictor of future performance returns. Performance Reports are reviewed with
the client by the Consultant who works with that Client on all matters pertaining to the relationship.
From time to time, client circumstances, securities market movements, or other external events may
necessitate a review of a client’s portfolio outside of a normal review cycle. In such cases the
Consultant will work closely with the client to ensure that all questions and concerns are addressed
and make any appropriate recommendations for client action.
Investment Manager Reports
For most of our clients, we will review the fund’s investment managers on at least a quarterly basis
with respect to their overall performance in achieving the desired objectives of the Investment
Policy Statement. For all clients, we provide support based on the specific needs of each client.
The review is directed to whether the investment manager’s performance and discipline is
consistent with the intent and objectives of the Investment Policy Statement. We will provide
information to facilitate comparisons of the investment manager’s overall performance benchmarks
described in the plan’s Investment Policy Statement.
The client is responsible for reviewing and understanding the information and analysis we provide
and assessing the adequacy of any particular investment manager’s overall performance. We will
assist the client in fulfilling this responsibility.
Item 14-Client Referrals and Other Compensation
Mariner Institutional does not compensate third-party persons/firms for client referrals.
As discussed within this document, our affiliates offer a variety of services and products to clients.
We may therefore receive or give client referrals from/to our affiliates. Associates of the Firm are
generally entitled to receive an internal referral fee for making a recommendation to utilize the
services of an affiliate.
From time to time, our parent company receives 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
our affiliates/parent company economic benefits in the form of serving as sponsors for certain of
our events and/or conferences.
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. In connection with such support, these firms may
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receive certain benefits, including but not limited to, promotional opportunities, visibility at events,
or access to Mariner personnel. These arrangements create a potential conflict of interest in that such
firms may receive additional exposure to the firm’s professionals or similar advantages. 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, AQR, Baystate
Financial for Mass Mutual, Blackrock, Blackstone, BYN, CAIS, Cantor, Capital Group, Cohen &
Steers, Dimensional Fund Advisors (DFA), Eaglebrook Advisors, Fidelity, Flourish, Goldman
Sachs, Inland, John Hancock, JP Morgan, KKR, MFS, Net Law, powering Hargrove Firm LLP,
Northern Trust, Neuberger Berman, Orion, Palmer Square, PIMCO, Pontera, Schwab, 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.
Our institutional unit continues to support an objective approach in its consulting practice and will
periodically monitor such sponsorships accordingly.
Item 15-Custody
We do not take possession of or maintain custody of any funds or securities, but simply monitor the
holdings within the portfolio. Possession and custody of the funds and/or securities is maintained
by an independent custodian selected by the client.
Item 16-Investment Discretion
Many of our services under ERISA are provided as a 3(21)-limited scope fiduciary. Under this
arrangement we are a fiduciary to the plan but do not have discretionary authority to make
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investment selections or replace investment options within the plan. We provide extensive
investment tools to the trustees and/or administrators of the plan to guide them in their duty to
implement, maintain, administer and provide fiduciary oversight of their investment programs.
We do, however, take on the role of a discretionary fiduciary for some clients. In these instances,
we generally do not execute any trades for publicly traded securities, except as otherwise described
below. Mutual fund trades are generally executed by the client’s independent custodian. If a
separately managed account is employed, the investment discretion and securities trading for that
portfolio is further delegated to an investment manager vetted by our Manager Research
Department and either the Institutional Investment Policy Committee or Enterprise Investment
Policy Committee.
As further described in Items 5 & 12, we do have a limited number of clients whereby we do have
discretion and authority to trade their accounts via platforms at their qualified custodian. Such
trading is done according to internal policies and procedures.
Item 17-Voting Client Securities
Proxy voting for any separately managed account is delegated to the investment manager retained
by the client at our direction. We do not generally vote proxies for non-discretionary clients. For a
limited number of clients, at their request, we may vote proxies on their behalf. When performing
this service, we do so in a manner consistent with the best economic interests of the clients and may
utilize a proxy voting service.
Additionally, occasionally Mariner Institutional is hired as a discretionary advisor. Under these
circumstances and within this capacity as a discretionary advisor, it is the policy of Mariner
Institutional to vote all proxies over which it has voting authority solely in the interests of the client
and with the goal of maximizing the value of the client’s investments. Mariner Institutional will
not, however, take responsibility for voting proxies on securities or investments that Mariner
Institutional does not have discretionary authority over in the client’s portfolio. Mariner
Institutional will also not take responsibility for voting proxies for securities or investments
purchased and held by investment managers that Mariner Institutional did not recommend. These
proxies will be voted by the manager according to their proxy voting guidelines or guidelines
designated by the client and agreed to by the manager.
As an investment advisor representing an ongoing client investment shareholder, Mariner
Institutional will generally vote for recommended proxy proposals unless it is judged the proposal
is not in the best interest of ongoing client shareholders. Mariner Institutional will not take
responsibility to vote proxies according to a specific set of published organizational guidelines. If
a client desires to have their proxies voted according to a specific set of non-Mariner Institutional
guidelines, the client must take responsibility to vote proxies or retain a third-party proxy voting
service to assume this responsibility.
All proxies are reviewed and voted by Mariner Institutional according to the firm’s Discretionary
Services Proxy Voting Policy. Absent special circumstances, this policy generally covers proxy
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proposals for matters of routine business, reorganization, reincorporation, compensation, matters
related to the board of directors, shareholder rights and other matters found in proxy proposals.
In certain circumstances, including to accommodate client specific guidelines or other unique client
considerations, Mariner Institutional may facilitate proxy voting through the engagement of a third-
party proxy voting service.
Mariner Institutional believes that it is unlikely serious conflicts of interest will arise in the context
of Mariner Institutional’s proxy voting because Mariner Institutional does not engage in investment
banking or the management of public companies. However, Mariner Institutional is sensitive to
conflicts of interest that may nevertheless arise in the proxy decision-making process. In those
instances when a proxy vote involves a potential for a conflict of interest, the firm may resolve the
conflict in any of following ways: (1) contacting the client and voting pursuant to their direction;
(2) abstaining; (3) voting according to the Proxy Policy Guidelines; or (4) following the vote
recommendation of an independent fiduciary appointed for that purpose.
Clients wishing to review Mariner Institutional’s Discretionary Services Proxy Voting Policy may
receive a copy upon request by email at institutionalcompliance@mariner.com. Furthermore,
clients with a particular interest in reviewing the firm’s proxy voting records for their account may
also do so upon request.
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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