Orion Portfolio Solutions, LLC

Item 1 – Cover Page Brochure Orion Portfolio Solutions, LLC 17605 Wright St Omaha, NE 68130 (859) 426-2000 www.orion.com/wealth-management This Brochure provides informaLon about the qualificaLons and business pracLces of Orion PorQolio SoluLons, LLC (“OPS,” “Brinker”, “BCI,” “we,” “us,” or “our”). If you have any quesLons about the contents of this Brochure, please contact us at 859-426-2000. The informaLon in this Brochure has not been approved or verified by the United States SecuriLes and Exchange Commission (the "SEC") or by any state securiLes authority. OPS is a registered investment advisor. Investment advisor registraLon does not imply a certain level of skill or training. AddiLonal informaLon about OPS is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides informaLon about those individuals who are registered as investment advisor representaLves of OPS. Updated: March 31, 2026 1 of 62  Item 2 – Material Changes This Brochure is dated March 31, 2026. Our last annual update was on March 31, 2025. Since our last update, we have made the following changes: • Updated disclosures in Items 4, 5, 15 and 16 to provide clarity as to how discreLonary authority is granted in our relaLonships and the authorizaLon process used for fee deducLon for Client accounts. Our August 11, 2025, update contained the following changes: • We have updated Items 4 and 5 to disclose: o That services may be provided by us through a sub-advisory relaLonship. o A new advisory offering, Brinker Blended PorQolios. o A new advisory offering, PorQolio Audit Service. o A new advisory offering under our Orion Custom Indexing program, Tailored AllocaLon PorQolios. • We have updated Item 4 to disclose that the Capital Group ETF Strategies Program may, at our discreLon, incorporate Exchange Traded Products that are not managed by Capital Group. 2 of 62  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 CompensaLon 22 Item 6 – Performance-Based Fees and Side-by-Side Management 31 Item 7 – Types of Clients 32 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss 33 Item 9 – Disciplinary InformaLon 41 Item 10 – Other Financial Industry AcLviLes and AffiliaLons 42 Item 11 – Code of Ethics, ParLcipaLon or Interest in Client TransacLons and Personal Trading 48 Item 12 – Brokerage PracLces 50 Item 13 – Review of Accounts 55 Item 14 – Client Referrals and Other CompensaLon 56 Item 15 – Custody 58 Item 16 – Investment DiscreLon 59 Item 17 – VoLng Client SecuriLes 60 Item 18 – Financial InformaLon 62 3 of 62  Item 4 – Advisory Business advisors and Investment Advisors to uLlize Background and Principal Owners Orion PorQolio SoluLons, LLC is a subsidiary of Orion Advisor SoluLons, Inc. (“Orion”). Investment enLLes controlled and managed by Genstar Capital Partners LLC and TA Associates, LLC and its affiliates own a majority interest of Orion and each of its subsidiaries, including us. investment broker-dealer representaLves (collecLvely “Investment Advisors”), and (2) Brinker Capital Investments (“BCI”), which offers advisory and investment management services previously offered by Brinker Capital Investments and CLS Investments. Each PlaQorm features various services for in connecLon with their advisory clients (“Clients”) as further explained below. The following table outlines the available types of relaLonships we have with Investment Advisors and a descripLon of our authority for each service offering. About Our Investment Advisory Programs We offer our advisory services under two primary offerings (each a “PlaQorm”): (1) Orion PorQolio SoluLons (“OPS”), which offers reporLng and administraLve services to unaffiliated third-party Level of our Authority Pla$orm OPS Rela+onship Type Co-Advisory • • Limited Trading Authority- implemen;ng trading instruc;ons provided by Client or Investment Advisor based on selected investment strategy Limited Billing Authority– implemen;ng billing instruc;ons provided by Client Sub-Advisory • • Limited Trading Authority– implemen;ng trading instruc;ons provided by Investment Advisor, if selected by Investment Advisor. Limited Billing Authority– implemen;ng billing instruc;ons provided by Investment Advisor if authorized by Client. BCI Solicitor • Co-Advisory • • • Full discre;on – selec;ng investment strategies and trading the securi;es as needed to implement the strategies Limited Billing Authority– implemen;ng billing instruc;ons provided by Client Limited Trading Authority- implemen;ng trading instruc;ons provided by Client or Investment Advisor based on selected investment strategy Limited Billing Authority– implemen;ng billing instruc;ons provided by Client 4 of 62  When opening an account, a Client will be informed of the type of relaLonship under which their accounts with us will be managed. Rela<onship Type We offer our services to Investment Advisors and Clients on our plaQorm through three methods: a “co-advisory” relaLonship, a “solicitor” relaLonship, and a sub-advisory relaLonship. that sets forth the services. In Sub-Advisory Rela0onship Investment Advisors that engage us in a sub-advisory relaLonship enter into a Sub-Advisory Outsourced Services Agreement that sets forth the roles and responsibiliLes of the Investment Advisor and us. Our services selected by the Investment Advisor can include the various opLons under the heading Investment Management Programs described below, as well as the ability to bill advisory fees for end Clients. Under this arrangement, we are responsible for providing the services selected by the Investment Advisor and we have no direct advisory relaLonship with the end Client. The Investment Advisor has sole responsibility for determining that the investment strategies they select are suitable for the Client. Co-Advisory Rela0onship Investment Advisors that engage us in a co-advisory relaLonship enter into a Joint Advisory Services Agreement roles and responsibiliLes of the Investment Advisor and us. Under the co-advisory relaLonship offering, Clients and their Investment Advisor select to engage our investment management this arrangement, we are responsible for 1) making investments available on our plaQorms, 2) submikng trades to the custodian for the Client’s account, and 3) billing the Client for the services, as directed by the Client. The co-advisor is responsible for maintaining the customer relaLonship and selecLng investments which are suitable for the Client. receives a fee for Rela0onship Agreements All Clients receiving our services in our BCI PlaQorm enter into a wrilen investment advisory agreement with us. All Clients receiving our services in our OPS PlaQorm are subject to an account applicaLon (“ApplicaLon Addendum”) and OPS’s terms and condiLons (“Terms and CondiLons”). The current version of the Terms and CondiLons can be found at orion.com/wealth-management/orion-porQolio- soluLons-forms-library, and Clients are required to consent to these Terms and CondiLons when opening an account with us. Investment advisors engaging us as a sub-advisor will enter into a Sub- Advisory Outsourced Services Agreement with us. Solicitor Rela0onship In a solicitor arrangement, the Client is introduced to us by an Investment Advisor that has entered into a wrilen solicitaLon agreement with us. The solicitor Investment Advisor this introducLon, but we are responsible for the suitability of the investment(s) selected for the Client based on informaLon provided to us by the solicitor Investment Advisor. The solicitor Investment Advisor is expected to meet with the Client as omen as law and the solicitor required by applicable Investment Advisor’s fiduciary duLes and provide us with any updates to the Client’s financial situaLon, risk tolerance, and needs so that we may conLnue to ensure the investment(s) selected for the Client are suitable. As of January 1, 2023, we no longer offer Investment Advisors to engage us through a solicitor arrangement, however, exisLng solicitors and Clients of solicitors conLnue to be supported, and solicitors may conLnue to refer new Clients to us under their exisLng solicitor arrangement. Clients are encouraged to read their investment advisory agreement, ApplicaLon Addendum, Terms and CondiLons, and / or sub-advisory agreement, as appliable, as these documents contain important informaLon on how their accounts will be managed. Clients agree to noLfy us of any changes in their address. Clients may also be subject to a separate agreement with their Investment Advisor or their Investment Advisor’s investment advisory firm; we are not part of this agreement. 5 of 62  Discre<on For certain programs, Clients will grant us discreLon or authority on their accounts in wriLng. The level of discreLon or authority we have for Clients depends on their RelaLonship Type with us. processed. If situaLons arise in which a trade is required that is not addressed in our Trading Policy, we will obtain direcLon from the Client’s Investment Advisor on what acLon to take. Our Trading Policy is available to Clients and their Investment Advisor upon request. Full Discre0on This discreLon allows for us to execute ongoing security selecLon and management of a Client’s account in accordance with the Client’s invesLng preferences and needs as communicated to us by the Client and the Client’s Investment Advisor. We will exercise this discreLon in accordance with the agreements between us and the Client, as defined in the RelaLonship Agreements secLon above. Billing Authority Under this authority, Clients direct us to bill account fees related to the services discussed in this Brochure. Generally, we require a certain proporLon of a Client’s account be held in cash or money market from which we will collect fees. If there is insufficient cash or money market holdings in the account, this authority allows us to liquidate securiLes necessary to withdraw the fees owed by Clients in accordance with our Trading Policy. Limited Trading Authority This authority consists of submikng instrucLons for the purchasing or selling of securiLes in a Client’s account to implement the strategy or strategies selected by the Client and the Client’s Investment Advisor. Investment Management Programs We offer a wide variety of proprietary and non- proprietary investment management programs. A summary of the programs we offer is included in the following chart, with addiLonal details about each program below. When we submit trades for an account under this authority, we will follow our Trading Policy which dictates how, when, and in what manner trades are Program Name Investment Manager Eligible Investments1 Strategy Name Min Account Size Programs available on the OPS and BCI Pla$orms Disciplined Equity Orion Custom Indexing Varies $100,000 BCI BCI Tailored AllocaJon PorKolios $100,000 Wealth Advisory $1,000,000 BCI using select Strategist Models BCI (with ability to engage sub-advisors and other Strategists) EquiLes, ETFs Mutual Funds, EquiLes, and ETPs Mutual Funds, EquiLes, and ETPs Mutual Funds, ETPs1, Private Funds, REITs, or other pooled investment vehicles Programs available on the OPS Pla$orm Varies Strategist Program SMA Program Varies Strategist funds or Models, including BCI Strategist Models Advisor Directed $0 Investment Advisor Mutual Funds, EquiLes, and ETPs Mutual Funds, EquiLes, and ETPs Mutual Funds, EquiLes, and ETPs 6 of 62  $0 Market Cycle Advised Mandates PorKolios Affiliated and unaffiliated Mutual Funds OPS and composed of Strategist funds or Models Programs available on the BCI Pla$orm Core Asset Manager Core Guided PorIolios $500,000 BCI Core Select $0 Strategist funds or Models, including BCI Mutual Funds, EquiLes, ETPs, or other pooled investment vehicles Mutual Funds, EquiLes, ETPs, or other pooled investment vehicles DesJnaJons Des;na;ons Funds Des;na;ons ETFh $0 $25,000 BCI BCI $10,000 BCI Des;na;ons Hybrid PorIolios Brinker Blended PorIolios $10,000 BCI Personal Benchmark American Hybrid Strategy $100,000 $25,000 BCI BCI Affiliated Mutual Funds Unaffiliated Mutual Funds and ETPs Affiliated Mutual Funds and ETPs Affiliated Mutual Funds and Unaffiliated Mutual Funds and / or ETPs Affiliated Mutual Funds Affiliated and Unaffiliated Mutual Funds ETF and Mutual Fund Strategies American Funds Strategy $25,000 $5,000 Capital Group ETF Strategies $0 Focused Strategies Core Plus ETF Strategy $10,000 Brinker Capital ESG PorIolios $25,000 $25,000 Ac;ve Income Strategy BCI BCI BCI BCI BCI BCI Mutual Funds ETPs Mutual Funds and ETPs ETPs Mutual Funds and ETPs ETPs, stocks, bonds, master limited partnerships, real estate, converLbles, senior bank loans, and internaLonal debt ETPs ETPs $25,000 $25,000 BCI BCI Managed Income Strategy Digital Assets PorIolio Program 1As used in this chart, Exchange Traded Products (“ETPs”) include Exchange Traded Funds (“ETFs”), Exchange Traded Notes (“ETNs”), Closed-End Funds (“CEFs”), Unit Investment Trusts (“UITs”), or any other investment traded on an exchange, excluding individual equiDes. exposure to targeted equity market segments. The strategies are managed by a team of porQolio managers. The strategies are managed to target the Disciplined Equity Program Disciplined Equity strategies are proprietary, model- driven soluLons that are constructed to provide 7 of 62  Indexing to provide risk and return characterisLcs of a parLcular equity index or a specific segment of the market. For many of the Disciplined Equity strategies, Clients may elect further Orion Custom customizaLon to their tax preferences such as capital gains budgets and tax transiLon services. us where we are providing advice to such Investment Advisor on how to implement an Orion Custom Indexing strategy on a Client’s account. Orion Custom Indexing sub-advisory relaLonships are only available to investment advisors who use the technology offered by our affiliate, Orion Advisor Technology, LLC (“Orion Tech”), including our affiliate, TownSquare Capital, LLC. Clients may invest in the Disciplined Equity strategies using our BCI PlaQorm, our OPS PlaQorm, or through the CommuniLes model marketplace. Investment Advisor for We will either submit trades to the custodian for a Client’s account or communicate trades to the the Client’s Client’s Investment Advisor to submit trades for execuLon. If we are submikng trades to a custodian for a Client’s account, the Client will be required to grant us trade authorizaLon on their account and may authorize us to bill their account. If the Client’s Investment Advisor is responsible for the trading in the account, we communicate a list of trades to the Client’s Investment Advisor, and the Client’s Investment Advisor is responsible for ensuring trades are submiled for execuLon based on the Client’s Investment Advisor’s trading pracLces. In such instances, we do not have any trade authorizaLon on the Client’s account. Orion Custom Indexing Program Orion Custom Indexing uLlizes opLmizaLon technology to provide Investment Advisors with the ability to personalize porQolios, tax transiLon legacy assets, and tax loss harvest Client porQolios. In addiLon to managing against passive indexes, the program also offers the ability to overlay on top of proprietary and third-party porQolios. PorQolios are typically constructed of individual stocks but may also include ETFs and mutual funds depending on the specific mandate and any legacy assets incorporated into the Client porQolio. If Clients transiLon from our DesLnaLons program to Orion Custom Indexing, DesLnaLons Funds may be held in the Orion Custom Indexing product as Client tax preferences are being implemented. When DesLnaLons Funds are held in a Custom Indexing product, we will conLnue to collect our fee as advisor to the DesLnaLons Funds. The Client’s Investment Advisor is responsible for monitoring for best execuLon and reviewing and determining whether our services and investment recommendaLons remain in the Client’s best interest. We offer Orion Custom Indexing through our OPS PlaQorm, our BCI PlaQorm’s solicitor and co-advisor relaLonships, and as a sub-advisory service. Indexing. Tailored Alloca:on Por<olios Tailored AllocaLon PorQolios is a part of the Orion Custom Indexing Program. Tailored AllocaLon PorQolios apply the custom indexing technology and list of third-party management to a defined Strategies. Such third-party Strategists create models which primarily invest in their proprietary Mutual Funds and or ETFs, though they may select non- proprietary investments. Solicitor and Co-Advisor Orion Custom Indexing Through OPS’s co-advisor and BCI’s solicitor and co- into an relaLonships, Clients enter advisor agreement with us and their Investment Advisor to implement Orion Custom In such a situaLon, Clients delegate trading and billing authority to us to implement the Orion Custom Indexing. Sub-Advisor Custom Indexing In a sub-advisory relaLonship, a Client’s Investment Advisor enters into a sub-advisory relaLonship with Tailored AllocaLon PorQolios will use Orion Custom Indexing management to transiLon an investor’s exisLng holdings into the selected model. Such transiLon will be customized for the Investor based 8 of 62  their individualized preferences, In the Wealth Advisory program, we offer both discreLonary and non-discreLonary investment management services. When granted discreLonary authority, a Client authorizes us to hire and fire Strategists and to rebalance account(s) without a Client’s prior approval. as on communicated to us by the Investor or Advisor. CustomizaLon can be based on the individual holdings’ potenLal realized tax gain or loss, and the amount of such realized tax gain or loss the Investor desires during each tax calendar year. Investors will not be able to apply any Environmental, Social, and Governance (“ESG”) or other security selecLon restricLons on accounts invested in the Tailored AllocaLon PorQolios program. investment needs, tax including asset and Wealth Advisory services include (but are not limited to) comprehensive porQolio analysis of a Client’s exisLng assets to help idenLfy inefficiencies and address transiLon management to assist the Client in transferring highly-appreciated stocks and move toward a more diversified porQolio over Lme, development of a personalized investment soluLon based upon the Client’s goals, tax preferences, risk tolerance, and financial plan, and access to a dedicated porQolio manager employed by us to assist with porQolio investment updates and reviews, reallocaLons, educaLonal needs. Wealth Advisory Our Wealth Advisory program offers customized service and dedicated support to meet the needs of high-net worth and ultra-high net worth investors, family offices, insLtuLons, and endowments with $1 million or more in investable assets. Wealth Advisory is designed for us to manage the overall investment investment style process, allocaLon decisions, Strategist selecLon and review, and comprehensive monitoring of a Client’s porQolio. A dedicated porQolio manager employed by us is assigned to the Client relaLonship and is available for regular communicaLons concerning the acLvity and status of a Client’s account. Strategist Program Through OPS’s “Strategist Program,” Investment Advisors have the ability to invest Client accounts in a manner intended to follow a Strategist’s developed model asset allocaLon porQolio. We refer to such asset allocaLon models as “Strategist Models”. The Strategists regularly monitor the Strategist Models and are responsible for managing the model porQolios. investment vehicles, impose invesLng In the Wealth Advisory program, porQolios are generally allocated among different Strategists, Separately Managed Accounts, mutual funds, and/or ETFs. Where deemed appropriate, based on a Client’s objecLves, assets, risk tolerance, and investment experience as well as to obtain greater asset and style diversificaLon, we may recommend that a porLon of a Client’s porQolio be invested in one or more other investments in lieu of allocaLng assets separately to a Strategist or a strategy managed by us. These other investments may include an investment in REITs, Private Funds, ETNs, or other pooled including alternaLve investments made available by Capital IntegraLon Systems discussed in Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. Special fee arrangements may apply with respect to alternaLve investments. We make available Strategist Models of various risk and return characterisLcs and investment goals through our plaQorm. These Strategist Models are not tailored to accommodate the needs or objecLves of specific investors, but rather to enable an Investment Advisor to select the most appropriate Strategist Model offered by our Strategist Program for use with Clients. Clients can work with their reasonable to Investment Advisor investment restricLons on in certain securiLes or types of securiLes within each model. If a Client imposes a reasonable investment restricLon, we will noLfy the Client’s Investment Advisor if their selected strategy conflicts with such restricLons and for the Investment Advisor is responsible 9 of 62  recommending an alternaLve strategy.1 Clients can invest in mulLple Strategist Models within a single custodial account, where each Strategist Model allocaLon is assigned to a unique subaccount or “sleeve”. This structure is known as a unified managed account (“UMA”). disclosing receipt of such fees and our arrangement with such Strategists in this Brochure. Furthermore, Investment Advisors, which are not affiliated with OPS, are responsible for working with Clients to select the most appropriate Strategist. Investment Advisors are able to uLlize any Strategist made available as part of the Strategist Program. respect to assets allocated in any Strategist Model, OPS reject Client account assets will be invested in accordance with the Strategist Model selected. Once a Strategist Model is selected, OPS will provide trading, reporLng, and administraLve services. We have Limited Trading Authority and Limited Billing Authority, as defined above, for accounts in the Strategist Program. When a Strategist suggests a transacLon is authorized to submit trades to the Client’s custodian to execute the resulLng transacLons in the Client’s account, as outlined in the Terms and CondiLons. If a Strategist or Strategist Model is removed from the Strategist Program, OPS will noLfy a Client’s Investment Advisor of the change and request that acLon be taken to reassign the account by a specified date. In such case, OPS will recommend a similar replacement Strategist to a Client’s Investment such Advisor who may accept or recommendaLon at their discreLon. Our BCI porQolio management team also develops and maintains Strategist Models on the OPS plaQorm. Mutual funds that are part of the DesLnaLons Funds Trust, a mutual fund trust we advise, may be included in these models. When the DesLnaLons Funds are included in a Strategist Model, the Strategist Fee is waived or reduced along with any AdministraLon Fees OPS would otherwise collect with to DesLnaLons Funds porQolios, as further explained in Item 5 – Fees and CompensaLon of this Brochure. However, if a Client selects certain overlay services (such as Orion Custom Indexing), the overlay fee is charged on the enLre porQolio, regardless of the underlying investments, as further set forth in the Investment Advisory Agreement between the Client and us. In the case of clients subject to ERISA or to SecLon 4975 of the Code, allocaLons to the DesLnaLons Fund Trust will be implemented in a manner that complies with ERISA or SecLon 4975 of the Internal Revenue Code, as applicable. The Strategists are not acLng as the Client’s investment advisor, do not possess knowledge of a Client’s individual informaLon or investment goals and objecLves, and do not provide personalized investment advice to Clients. Clients remain the owner of all securiLes held in their account and have all ownership rights associated with these securiLes. orion.com/wealth-management/third-party- Visit strategists to review the investment managers we have engaged as Strategists. With the excepLon of our proprietary Strategies developed by our BCI porQolio managers, we are not affiliated with any other Strategists within the Strategist Program. However, in some instances, we receive all or part of certain Strategists’ Strategist Fees as an administraLon fee charged to the in Item 5 – Fees and Strategist as discussed CompensaLon of this Brochure. These fees are negoLated between us and the Strategist. Given this arrangement we have an incenLve to conLnue to make available Strategists that share fees with us. Consistent with our policies and procedures, the Investment Commilee does not consider revenue sharing payment arrangements in the selecLon and oversight of Strategists to address these conflicts. In addiLon, we address these conflicts of interest by We are not engaged by Clients to provide investment recommendaLons in the Strategist Program. We do not provide investment investment advice or recommendaLons in a “fiduciary” capacity to clients subject to ERISA or to SecLon 4975 of the Internal Revenue Code in these circumstances. OPS relies on the Client’s Investment Advisor to analyze the 10 of 62  condiLons that are required by such SMA Program Manager (“AddiLonal Agreement”). For Clients in the SMA Program, the SMA Program is granted Full Manager (which can be OPS) DiscreLon (as that term is defined above) for the ongoing security selecLon and management of a Client’s account in accordance with the Client’s invesLng preferences and needs. The SMA Program Manager is granted the authority to buy, sell, or otherwise affect transacLons in Client accounts as further set forth in our Terms and CondiLons and any AddiLonal Agreements, if applicable. Client’s current financial situaLon, risk tolerance, Lme horizon, investment objecLves, and other factors the Client and the Client’s Investment Advisor in determining whether a deem appropriate parLcular Strategist Model (and its underlying investment holdings, including DesLnaLons Funds, as applicable) is suitable for the Client. The Investment Advisor can use tools made available by OPS or its affiliates, including OPS’s proprietary proposal tool, to assist the Investment Advisor in developing an appropriate asset allocaLon strategy for the Client and recommending model porQolios to the Investment Advisor for consideraLon for use with the Client. Advisor-Directed Program The OPS PlaQorm permits a Client’s Investment Advisor to act as a porQolio manager and implement an investment strategy developed by the Investment Advisor outside of our Strategist and SMA Programs described above. In such situaLons, we have Limited Trading Authority and Limited Billing Authority, as described above. We do not conduct any due diligence on the securiLes or strategies included in Advisor-Directed sleeves within a Client’s account. investment managers, Separately Managed Account Program The Separately Managed Account Program (“SMA Program”) is managed by OPS or by third-party investment managers we have selected (each, an “SMA Program Manager”). A separately managed account is a porQolio of individually owned securiLes that can be tailored to fit the Client’s invesLng preferences. We select both unaffiliated and affiliated including our affiliate, TownSquare Capital, LLC, to serve as SMA Program Managers. Market Cycle Advised Mandate PorIolios Market Cycle Advised Mandate PorQolios (“MCAM PorQolios”) are porQolios managed by OPS and composed of Strategist funds or Models, including our proprietary DesLnaLons Funds. MCAM PorQolios are risk-budgeted, acLvely managed investment porQolios across mulLple risk profiles. Strategist team, each The porQolios are designed and managed by our OPS Investment featuring allocaLons that are blended for various levels of three mandates: market parLcipaLon across parLcipaLon, acLve management, and uncorrelated performance. We have Full DiscreLon to select the Strategist and Models, including proprietary models and DesLnaLons Funds, trade the accounts based on our selecLons, and bill the accounts according to the fees agreed to by the Client. Clients and their Investment Advisors will choose an SMA Program Manager based on the Client’s risk profile and investment objecLve(s), and the SMA Program Manager (including, when applicable, OPS) will manage the Client’s account accordingly using various investment opLons and strategies. Clients remain the owner of all securiLes held in their account with all associated ownership rights. In instances where affiliated investment managers, such as TownSquare Capital, LLC, serve as SMA Program Managers, our affiliate is compensated for managing the account, which creates a potenLal conflict of interest whereby we, or our affiliates, earn addiLonal compensaLon. Clients in the SMA Program are subject to the OPS Terms and CondiLons and depending on the SMA Program Manager selected, may be subject to addiLonal terms and 11 of 62  below), and/or ETFs to implement a variety of investment strategies with different risk and reward characterisLcs. In our DesLnaLons program, we offer a variety of asset allocaLon strategies, each targeLng a specific investment objecLve, for both taxable and tax-exempt accounts. The strategies provide different balances of risk and reward and the appropriate strategy may be chosen based on the Client’s risk tolerance and Lme horizon. The strategies are designed to offer compeLLve performance while seeking to achieve alracLve risk-adjusted returns over the long term. our and Core Asset Manager Program BCI’s Core Asset Manager program represents a managed account plaQorm that features privately placed or publicly traded pooled investment vehicles (such as hedge funds, mutual funds, ETFs, real estate investment trusts and master limited partnerships). In this program, we provide both discreLonary management and non-discreLonary management services. DiscreLonary Clients authorize us to hire and fire investment managers and make asset allocaLon changes. NondiscreLonary Clients must approve product Strategist recommendaLons before the recommendaLons are implemented. The discreLonary offerings within the Core Asset Manager Program include: from to asset funds We monitor the performance of each underlying investment manager (either a sub-advisor within the DesLnaLons Funds or a third-party fund) and replace or reallocate assets among the funds or underlying managers used to implement these strategies based on factors we deem appropriate. These factors can include our evaluaLon of historical performance, market condiLons, and our investment outlook. Our DesLnaLons program is offered through different suites of asset allocaLon models, the primary difference in each suite being the type of investment vehicles uLlized. Core Guided Por<olios Investment Advisors and their Clients have various select ability the discreLonary allocaLon models managed by us for both taxable and nontaxable accounts that uLlize separate funds, and account managers, mutual exchange implement to traded different risk tolerance-based porQolios. Des:na:ons Funds Program The “DesLnaLons Funds” program offers risk-based asset allocaLon models, which are exclusively allocated across our proprietary DesLnaLons Funds (“Affiliated Funds”). Des:na:ons ETFh Program The “DesLnaLons ETFh” program offers risk-based asset allocaLon models comprised of ETFs and unaffiliated third-party mutual funds. accounts, Clients and Core Select Investment Advisors and their Clients have the ability to select from a list of risk- tolerance based strategies, separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. For solicitor accounts, we determine what strategies are available for Clients and their Investment Advisors to choose from based on the Client’s specific risk tolerance. For co- advisor their Investment Advisor are not restricted and have discreLon to choose suitable strategies from the list of all available strategies. The DesLnaLons Funds and the DesLnaLons ETFh programs are both available directly from us through both our BCI and OPS programs and at third party plaQorms. Des0na0ons Program BCI’s DesLnaLons program is a discreLonary asset allocaLon program managed by us that uses mutual funds, including our DesLnaLons Funds (described Des:na:ons Hybrid Por<olios Program Our “DesLnaLons Hybrid PorQolios” Program is a discreLonary account program managed by us that is offered uLlizing a combinaLon of DesLnaLons Funds and other investment opLons. Under this strategy, 12 of 62  American Hybrid Strategy Program We offer discreLonary porQolios uLlizing a combinaLon of DesLnaLons Funds and American Funds class F shares. An iniLal allocaLon of thirty percent (30%) of the assets in this strategy will be invested in DesLnaLons Funds with the remaining balance invested among American Funds. The account will be rebalanced if the Client’s allocaLon to DesLnaLons Funds exceeds the target by 5%. the Client’s Investment Advisor consults with the Client to select an iniLal allocaLon of thirty percent (30%), fimy percent (50%), or seventy percent (70%) of the assets in the Client’s account to be invested in DesLnaLons Funds with the remaining balance invested among other investment opLons. The Client’s account will be rebalanced if the allocaLon to DesLnaLons Funds exceeds the target by 5% (i.e., 35%, 55% and 75%, respecLvely). Clients may at any Lme instruct us in wriLng not to place any of the in DesLnaLons Funds; Client’s managed assets however, in such an event the Client will be required to select a different strategy we offer. ETF and Mutual Fund PorIolios American Funds Strategy Program We offer discreLonary porQolios comprised solely of American Funds class F mutual fund shares in a diversified, risk budgeted framework, according to the Client’s investment objecLves. For more informaLon about the Affiliated Funds and any management fees received by us from the DesLnaLons Funds, please see Item 5 – Fees and CompensaLon of this Brochure and the applicable Affiliated Funds prospectus. framework, according to Capital Group ETF Strategies Program invest We offer discreLonary porQolios which primarily in Capital Group ETFs in a diversified, mulL- asset the Client’s investment objecLves. At our discreLon, we may include an allocaLon of up to 20% to non-Capital Group ETFs in these porQolios to supplement the asset class exposures available through Capital Group ETFs. Brinker Blended Por<olios Program Our Brinker Blended PorQolios Program is a risk- based asset allocaLon discreLonary account program managed by us that is offered using a combinaLon of our proprietary DesLnaLons Funds (our Affiliated Funds) and other unaffiliated investments opLons (non-affiliated mutual funds and ETFs). We have Full DiscreLon to select the Affiliated Funds and Non-Affiliated Mutual Funds and ETFs in this program, and the proporLon of the model allocated to each fund selected by us. is Focused Strategies Program We offer “Focused Strategies” consisLng of model porQolios managed by us and targeLng specific asset classes – domesLc equity, internaLonal equity, fixed income, global credit, real assets, and alternaLve investments – available to Clients as a component of their overall asset allocaLon or as a complementary investment allocaLon. Core Plus ETF Strategy Program Our discreLonary “Core Plus ETF Strategy Program” invests a Client’s assets primarily among ETFs in a diversified, risk budgeted framework, according to the Client’s investment objecLves. Personal Benchmark Program Our a “Personal Benchmark Program” discreLonary account program managed by us that allocates across mulLple DesLnaLons Funds model investment strategies based upon Client risk tolerance. Personal Benchmark divides assets into “buckets” based on individual goals (such as accumulaLon or safety), making it easier to track progress toward each objecLve. The underlying investment strategies in Personal Benchmark use our DesLnaLons Funds. The strategy is focused on total return and allocates to core asset class ETFs as well as targeted exposures to ETFs in diversifying asset classes. 13 of 62  favorable environmental, Brinker Capital ESG Por<olios We offer ESG PorQolios that use, in accordance with the Client’s objecLves, mutual funds, ETFs, and/or other products that invest in securiLes deemed to possess social, and governance (ESG) characterisLcs. We use the Morningstar Sustainability RaLng scale (referred to as “globes”), which scores securiLes based on ESG characterisLcs on a scale of 1-5, with 5 being highest score. The strategy generally invests in exchange traded products within Category Four or Five, though Category Three may be included. If a holding is reassigned to Category Two or One, it will be reviewed by the strategy managers for removal from the strategy. The porQolios are built in a diversified, risk budgeted framework, according to the Client’s investment objecLves. porQolios: immediate, short-term, and long-term. If the Client enrolls in this strategy, the Client can designate a specific amount of assets needed to saLsfy short-term income needs. These assets will be invested in a low-risk reserve porQolio that will seek to generate returns in excess of the average money market fund with risk less than or equal to low duraLon investment bonds. We recommend one to two years' worth of withdrawals; however, the strategy allows the Client to specify a desired amount. If the Client elects systemaLc withdrawals on their account, assets will also be set aside in a low- risk cash account for those immediate, systemaLc withdrawals. The remainder of the Client’s account will be set aside in a long-term porQolio invested primarily in income-generaLng investments. The long-term porQolio will be invested primarily in ETFs. Assets designated for this porQolio will seek to provide long-term growth and a steady stream of income. Ac:ve Income Strategy Program Our AcLve Income Strategy is designed for Clients who prefer an acLve strategy that seeks a specific percentage yield by invesLng in income-producing securiLes. When selecLng the strategy, the Client will select the percentage yield to be targeted for the Client’s account. The strategy invests in ETFs and Closed-End Funds (“CEFs”) that specialize in income- producing assets. In addiLon to tradiLonal dividend- oriented equiLes and investment grade bonds, the income using non-tradiLonal strategy generates asset classes, such as master limited partnerships, real estate, converLbles, senior bank loans, high- yield bonds, and internaLonal debt. The porQolios are built in a diversified, risk budgeted framework, according to the Client’s investment objecLves. Digital Assets Por<olio Program We offer a Digital Assets Strategy that invests in exchange traded products to provide flexible and balanced exposure to the digital assets ecosystem. The porQolio will be allocated to 1) companies involved with cryptocurrency or digitalizaLon of the economy and 2) cryptocurrencies, with the allocaLon between these two categories varying based on the managers’ view of the risks and potenLal rewards. Companies must derive at least 50% of revenue from digital asset projects, partner or invest in such firms, or have a crypto segment that is an important segment of the company. Investment Portal is an Managed Income Strategy Program Our Managed Income Strategy uses risk budgeLng to manage an account for Clients seeking income from a diversified porQolio of income-producing assets. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for more informaLon on risk budgeLng. The strategy seeks to help Clients with a desire for regular income meet their short and long-term income needs by dividing the account into up to three separate investment Other Advisory Offerings Orion Investment Portal Orion investment management plaQorm sponsored by OPS and available to investment advisory firms and their representaLves that are uLlizing the porQolio accounLng and other technology tools offered through our affiliate, Orion Tech. Orion Investment Portal is designed to supplement the technology and administraLve services received by Orion Tech 14 of 62  to individual clients reflecLng various risk and through brokerage and plaQorms, model porQolio holdings, and/or weighLng and other informaLon regarding the construcLon and maintenance of porQolios, and advice concerning the submission of trades on behalf of certain client porQolios pursuant to wrilen agreements with other investment management firms, clients, or others. full customers with access to third party Strategist models and other investment soluLons, including our Orion Custom Indexing. Orion Tech customers can access investment opLons spanning brand, bouLque, and emerging Strategists, as well as model porQolios return characterisLcs and investment objecLves. Orion Investment Portal allows advisors uLlizing the Orion Tech plaQorm to take advantage of the investment research and due diligence OPS already performs on Strategists to help create models for their clients technology. Orion using Orion Tech’s trading Investment Portal gives advisors trading authority when using models or creaLng blended models using a combinaLon of third-party and in- house strategies. MMLIS Brinker Co-Advisory Program We have entered into an agreement with MML Investor Services, LLC (“MMLIS”), to provide our Wealth Advisory, Core Asset Manager and DesLnaLons programs to MMLIS advisory clients, pursuant to a tri-party agreement among Brinker, MMLIS, and the Client (the “MMLIS Brinker co- advisory program”). MMLIS is the introducing broker and NaLonal Financial Services, LLC serves as the clearing firm and custodian for the MMLIS Brinker co- advisory program. The fees charged, the minimum account size and each firm’s roles and responsibiliLes are described in the MMLIS Brochure for the MMLIS Brinker co-advisory program. Banking and Lending Services Orion Cash and Credit is an integraLon which offers third-party advisors who uLlize the OPS and BCI plaQorms access to an array of banking and lending soluLons and related services. These services are offered by UpLq, Inc. Outsourced Trading Third party investment advisory firms can engage OPS as an outsourced agent to submit trades on their behalf, leveraging the technology plaQorm offered through our affiliate, Orion Tech. OPS is granted limited Trading Authority by the third party investment advisory firm at a custodian of their choosing (which is limited to custodians that have integrated with Orion Tech and for which OPS maintains the necessary trading relaLonships and connecLvity). Under this service offering, OPS does investment investment advice or not provide recommendaLons. Our services are limited to submikng the trades to the custodian as requested by the third party investment advisory firm. More informaLon on Orion Cash and Credit can be found in Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. to provide Addi:onal Wealth Advisory Services As part of the services offered to Clients in our Wealth Advisory program, we have approved certain third-party companies specialized services. Currently, these providers and services are: Third Party Pla<orm Model Manager We offer certain of our investment strategies and programs (primarily as a model manager) on plaQorms of unaffiliated and affiliated managers or sponsors. We also provide manager due diligence and other operaLonal related services to third-party plaQorms, including our affiliate TownSquare Capital, LLC. Certain model porQolios and strategies are available through a wrap fee program sponsored by the investment plaQorm provider. We also provide recommendaLons and investment advice regarding investment strategies to educaLonal savings plans Philanthropic Services Fidelity Charitable and UI Charitable Advisors are independent, secLon 501(c)(3) public chariLes that administer donor-advised funds. Through their Charitable Investment Advisor Programs, we will acLvely manage the charitable assets contributed by 15 of 62  Clients. Fidelity Charitable and UI Charitable Advisors charge a fee for their services, and we do not receive any direct or indirect revenue from them. Securi:es Backed Lines of Credit We use Orion Cash and Credit or TriState Capital to provide loans secured by eligible securiLes. Using loan faciliLes, Clients can pledge their these investment account(s) as collateral to meet many of their financing needs, with the excepLon of purchasing securiLes. TriState Capital charges an interest rate for these services and we do not receive any direct or indirect revenue from TriState Capital. Prac:ce Management and Por<olio Construc:on Assistance. Upon request of an eligible Investment Advisor, we may provide the Investment Advisor with porQolio construcLon assistance advice. We will have a consultaLon with the Investment Advisor to review the proposed or current allocaLon, review the investment and due diligence process performed by us, and discuss how it may integrate with a Client’s overall porQolio. In such instances, the Investment Advisor will retain investment discreLon over any Client assets allocated to the porQolio we’ve reviewed with the Investment Advisor. We will have no investment discreLon in this situaLon. AddiLonal informaLon on Orion Cash and Credit on its affiliaLon with us can be found in Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. Trust Services First State Trust Company and Comerica Bank and Trust N.A. (“Comerica”) offer trust services, including but not limited to Personal, Revocable, Irrevocable, Charitable, & Special Needs Trusts. Both First State Trust Company and Comerica charge a fee for these services and we do not receive any direct or indirect revenue from either firm. Por<olio Audit Service Upon request of an eligible Investment Advisor, we or our affiliate, TownSquare Capital, LLC, will conduct a review of a Client or a Prospect’s exisLng porQolio. This service is typically limited to porQolios with a value of greater than $1,000,000, though we may, at our discreLon, offer this service for porQolios with a lower value. This will include a review of some or all of the following aspects of such Client or Prospect’s exisLng porQolio: asset allocaLon and diversificaLon, porQolio structure and efficiency, porQolio risk, expense, and fixed income quality, maturity, and risk. Business Valua:on BizEquity LLC provides business valuaLon analysis for our business owner Clients. BizEquity charges us a licensing fee for use of its online business valuaLon applicaLon and we include the cost of this service within the fee we charge Clients. We do not receive any direct or indirect revenue from BizEquity. investment manager Customized Wealth Advisory Services From Lme to Lme, we develop a customized investment strategy for Clients in our Wealth Advisory Program. Fees for such services are negoLated on a case-by-case basis. We also develop new investment management strategies on a test basis with funds provided by us, our employees, their family members, and a limited number of Clients before such management strategies are made available generally. Account Management Trading When we are granted Full DiscreLon or Limited Trading Authority for Client accounts, trading will occur through the brokerage account(s) Clients establish with a custodian. Strategists will provide us with instrucLons to rebalance or reallocate the Strategist Models depending on their asset allocaLon philosophy or selecLon process. These adjustments to the asset allocaLons will result in transacLons in a Client’s account. For OPS PlaQorm Clients, a minimum amount of five dollars per security is required on contribuLons and rebalance trades. There is no such limitaLon for BCI PlaQorm Clients). All Strategist Model allocaLons contain a minimum allocaLon to cash. For distribuLons, posiLons are redeemed pro-rata unless 16 of 62  lower cost share classes are TF mutual funds, it is possible that the Client would incur transacLon fees. Investment Advisor may otherwise specified. The last trade file submission will be sent to the custodian at or around 3 pm Eastern Lme. The Client or their Investment Advisor instruct OPS that a Client’s account will be invested in accordance with the Strategist Model as indicated on the ApplicaLon Addendum, Investment DirecLon Addendum, or other relevant OPS form and/or If the Strategist Model reassignment process. changes, OPS will rebalance a Client’s account to align it with the selected Strategist Model. Clients or instruct OPS to their terminate the use of the Strategist Models at any Lme. Clients will receive noLficaLon of all transacLons in their account(a) in the form of an account statement provided by the custodian. Strategist would otherwise make is not reasonable given Client Exclusions and Restric0ons impose For all of our programs, Clients may reasonable restricLons on the management of their account, including the designaLon of specific securiLes or a specific category of securiLes that should not be purchased for their account or that should be sold if held in the account, and may reasonably modify such restricLons from Lme to Lme. Any restricLons placed on the management of the Client’s account or parLcular requirements of an account may cause us or a third-party Strategist to deviate from investment decisions we or the third- party in recommending an investment strategy or managing the account. We or the Strategist may, at our sole discreLon, determine that a Client’s Exclusion or RestricLon the circumstances. In such instances the Client will not be able to invest in the idenLfied model or Strategy and must select an alternaLve. When a Client restricts a category of securiLes that may be purchased for the account, we or the third- party Strategist will determine, in our respecLve sole discreLon, the specific securiLes in that category. Any restricLons a Client imposes on individual securiLes that may be purchased for the account shall apply only to individual stocks within separately managed porQolios. fees or minimum For Strategist Program and Core Select strategies that invest in mutual funds, the custodians uLlized by us charge us an asset-based fee when Clients invest in certain share classes. These share classes are known as transacLon fee (“TF”) mutual funds. Absent the asset-based fee paid by us, Clients would be charged a transacLon fee typically ranging from $25 to $75 for each purchase of shares of a TF mutual fund. Because we are charged a fee for using certain share classes, we have a conflict when determining which share class to uLlize in Core Asset Manager or the Strategist Program. To miLgate this conflict, it is our policy is to use the lowest cost share class that is available at all custodians where the strategy is available (regardless of whether we have to pay an asset-based fee to the custodian). When selecLng mutual funds and mutual fund share classes, we will not uLlize mutual funds or mutual fund share classes that have short term redempLon investment requirements. For any mutual fund used in a strategy, it is possible that certain custodians may make available lowest cost share classes than the share classes used by us because we use the lowest cost share class available at all custodians that we use. If a Client invested in the same mutual fund directly at their custodian or used an advisory program from another advisor, such Client may be eligible for a lower cost share class. However, because some of the Wrap Fee Program, Transac0on Fees, and Other Expenses We offer some of our services as a “wrap fee program”, with opLons to allocate investments to stocks, exchange traded funds, model porQolios, or separately managed accounts. The wrap fee program is managed similarly to what is described in this Brochure. Please refer to Appendix 1 of our Form ADV Part 2A for addiLonal informaLon on our wrap fee program. Under the wrap fee programs, investment advice and costs of trade execuLons are provided to Clients for an all-inclusive wrap fee. This 17 of 62  be difficult to predict the level of trading acLvity in any year (and thus, whether the asset-based fee would be more or less costly than a separate transacLon charge). means that under wrap fee programs, we pay the trading costs out of the advisory fee that we receive from Clients. Clients can consult their investment advisory agreement to determine whether the strategies selected are part of our wrap fee program. “Trade-away” fees for fund’s investment management Qualified custodian Charles Schwab & Co., Inc. (“Schwab”) has agreed to waive execuLon fees for our PlaQorm Clients’ transacLons executed by Schwab. transacLons submiled to a custodian other than Schwab will sLll be assessed. Clients in our wrap fee program do not pay these “Trade-away” fees on a transacLon-by- transacLon basis as they are included in the wrap fee program fee. We took this into consideraLon when pricing our wrap fee program at such custodian. Our fee is in addiLon to the operaLng expenses of the funds included in Client accounts, which are expressed as the fund’s “expense raLo”. A fund expense raLo represents the percentage of the fund’s assets used to operate the fund and reflects the fee, administraLve costs, brokerage costs, distribuLon fees, and other operaLng expenses. Although these expenses are paid by the fund, Clients indirectly bear their pro rata share of such costs. Clients should consider both our fee and the internal expense raLos of the funds included in the program (which are set forth in the prospectus for each fund) when deciding whether the DesLnaLons program may be more or less costly than another investment program. Technology We offer our services through a technology plaQorm known as “Advisor Portal.” Advisor Portal is a technology plaQorm that was developed by our for proposal affiliate, Orion Tech and allows generaLon, account opening, trading, reporLng, and billing from one dashboard. ETF shares incur transacLon expenses, which are paid to the custodian either as a separate transacLon charge or through an asset-based fee (i.e., a percentage of assets in the account). With respect to any mutual funds included in the DesLnaLons ETFh strategies, we purchase the available mutual fund share class with the lowest internal expense raLo (generally the “InsLtuLonal” class), which share class may impose transacLon fees. Our fee for the DesLnaLons ETFh program includes an asset-based fee paid to the custodian to cover transacLon costs (see “DesLnaLon Program Fees” under Item 5 – Fees and CompensaLon of this Brochure). This enables us to make investment decisions for DesLnaLons ETFh accounts without regard to transacLon costs. Recordkeeping Services OPS provides recordkeeping services for reLrement plans who wish to make OPS’s Strategist Program available to their plan’s parLcipants. investment strategies for Re<rement Plan Services We offer reLrement plan advisory services through our BCI PlaQorm uLlizing both our proprietary and non-proprietary tax- exempt accounts, as well as mutual fund and ETF evaluaLon and selecLon to sponsors of reLrement plans (“Plans”) covered by the Employee ReLrement Income Security Act of 1974, as amended (“ERISA”) and other qualified and non-qualified deferred compensaLon plans (“ReLrement Plan Services”). Our ReLrement Plan Services are available to plans with at least $250,000 of investable assets, though Trading acLvity is influenced by the frequency of rebalances, contribuLons, and withdrawals. The more infrequent the trading acLvity (determined by fund changes and rebalances and Client addiLons and withdrawals) and the larger the size of the account, the more likely that an asset-based fee will be more costly than a separate transacLon charge. Since trading acLvity is dictated by mulLple factors, including changes in funds in a Client’s DesLnaLons ETFh porQolio (e.g., because of our performance evaluaLons, changes in managers, funds closing to new investment, etc.), and the frequency of deposits and distribuLons (which are driven by Clients), it may 18 of 62  this we may at our sole discreLon waive requirement. The ReLrement Plan Services Program is provided in conjuncLon with a recordkeeping service provider, who may also provide Plan administraLon (the “Recordkeeper”) and generally a broker-dealer or investment advisory firm. include Funds, We also offer evaluaLon and selecLon services to idenLfy a limited number of unaffiliated mutual funds and/or ETFs in which Plan parLcipants may invest their Plan accounts. Plan sponsors who elect this addiLonal service authorize us to select addiLonal funds. If a Plan sponsor elects the addiLonal fund evaluaLon service, we are authorized to select, add, remove and/or replace funds available for purchase by Plan parLcipants consistent with any wrilen investment policy approved by the Plan to us and with any sponsor and provided requirements under ERISA, based upon our evaluaLon of each fund's performance, market condiLons and other factors we deem appropriate. Plan sponsors can, however, specify securiLes which cannot be purchased. If we add a new fund or replace a fund on the addiLonal fund list, we will noLfy the Plan sponsor sufficiently in advance of such acLon to enable the Plan sponsor to provide any noLce to Plan parLcipants required under ERISA. The Plan sponsor is responsible for delivering to Plan parLcipants any change noLce required under ERISA informing such Plan parLcipants how their accounts will be invested as of the change if the Plan parLcipant fails to provide affirmaLve investment direcLons. In the ReLrement Plan Services Program, the Plan sponsor enters into both (i) an investment advisory agreement with us, and (ii) a separate administraLve and recordkeeping services agreement with the Recordkeeper. The Investment Advisor may also be a party to the investment advisory agreement. In accordance with the investment advisory agreement, we offer guidance to the Plan sponsor and assist in selecLng an array of investment strategies, which may for the DesLnaLons consideraLon. The Plan sponsor subsequently designates these strategies as investment opLons available to Plan parLcipants under the Plan. We also provide the Plan sponsor with a parLcipant quesLonnaire, which the Plan sponsor makes available to Plan parLcipants to assist each Plan parLcipant in determining his or her investment goals and objecLves and risk tolerance and in selecLng a suitable investment strategy for the parLcipant's Plan account. implement certain investment We are responsible for monitoring the relevant data on the performance of each mutual fund, ETF and DesLnaLons model and provide periodic reporLng on the performance of each fund and DesLnaLons model. strategies We selected by the Plan sponsor and made available to Plan parLcipants. We also may develop addiLonal models or customized investment strategies for a Plan sponsor. When a party enters into the BCI investment advisory agreement with the Plan sponsor, the Investment Advisor assumes several responsibiliLes. Such responsibiliLes vary and are specifically detailed in each Plan’s investment advisory agreement. factors we deem appropriate, Individualized Account Management The Individualized Account Management Strategy is available to Clients of our ReLrement Plan Services and uses Risk BudgeLng to diversify Client porQolios among several different asset classes uLlizing the mutual fund families available on the Client’s plaQorm or through the Client’s custodian, according We have Full DiscreLon in selecLng the funds to be included in the asset allocaLon models used to implement the investment strategies. We review the models on a periodic basis and update and rebalance the models from Lme to Lme in accordance with the related investment strategy, taking into account the performance of the funds, market condiLons and other and electronically transmit changes to the models to the Recordkeeper. The Recordkeeper is responsible for execuLng trades in the Plan parLcipants' accounts to reflect changes in the models provided by us. 19 of 62  to Client objecLves. This program has a $5,000 minimum. pay this sub-transfer agent fee to the fund custodian, as the broker-dealer or financial advisor for the Client’s account assumes responsibility for these services and their related expenses, omen charging its own sub-transfer agent fee. Des<na<ons Funds We serve as the investment advisor for each series of the Brinker Capital DesLnaLons Trust, a registered investment company (each, a “DesLnaLons Fund” and collecLvely, the “DesLnaLons Funds”). A current list of the DesLnaLons Funds can be found at desLnaLonsfunds.com. includes risks, If we invest Client accounts in Class Z shares as opposed to Class I shares, our custodian would charge the Client a separate custody and clearing fee. Generally, that fee would be more than the 15 basis points sub-transfer agent fee that the Class I shares pay to the DesLnaLons Funds’ custodian. The fee would depend on account size and would include a minimum fee, which would significantly increase the effecLve rate for smaller accounts. Consequently, we determined that the overall cost for Clients on the OPS and BCI PlaQorms would be greater than the cost associated with an investment in Class I shares. For these reasons, we invest asset on the OPS and BCI PlaQorms in Class I shares of the DesLnaLons Funds, which are the overall lower cost alternaLve for those OPS and BCI PlaQorm Clients. Each DesLnaLons Fund employs a manager-of- managers structure, whereby we select and oversee professional third-party investment managers (each, a “sub-advisor”), who are responsible for invesLng the assets allocated to them. We may also allocate a porLon of a DesLnaLons Fund’s assets to one or more ETF and mutual funds. Each DesLnaLons Fund is offered by its prospectus only. The prospectus for each DesLnaLons Fund investment objecLves, fees, expenses, and other informaLon that prospecLve investors should read and consider carefully before invesLng. fees charged by The sub-transfer agent fees that may be charged to Clients invested through a third-party plaQorm may be more or less than the 15 basis points sub-transfer agency fee charged by the DesLnaLons Funds’ custodian with respect to the Class I shares. Each broker-dealer or financial advisor who holds accounts outside of the OPS or BCI PlaQorms will determine the appropriate share class for its Clients based on an analysis of costs to both the Client and their firm and the services provided to each share class. We offer our DesLnaLons Funds on the OPS and BCI PlaQorms as part of our advisory services. In addiLon, the DesLnaLons Funds are offered on the plaQorms of unaffiliated broker-dealers and sponsors. The custodians for such third-party plaQorms omen impose certain custody and clearing fees for administraLve services provided to Client accounts (“sub-transfer agent fees”) separate from the the sub-transfer agent DesLnaLons Funds’ custodian. The DesLnaLons Funds offer two classes of shares: Class I and Class Z. Class Z shares are offered to Clients that invest through a third-party plaQorm that may charge an external sub-transfer agent fee. AddiLonally, we use only our DesLnaLons Funds in our DesLnaLons Fund program. DesLnaLons Funds may have higher ongoing operaLng expenses (and thus higher expense raLos) than unaffiliated funds available in other investment programs. Accordingly, the DesLnaLons program, which uses DesLnaLons Funds exclusively, may be more costly than other mutual fund allocaLon programs that uLlize funds with lower expense raLos. The expense raLo for Class I shares is approximately 15 basis points (0.15%) higher than the expense raLo for Class Z shares. The 15 basis point difference represents sub-transfer agent fees a DesLnaLons Fund pays to its custodian with respect to Class I shares for administraLve services provided to Client accounts. Clients invested in the Class Z shares do not 20 of 62  Assets Under Management As of December 31, 2025, we managed $53,421,780,525 of Client assets on a discreLonary basis and $11,420,354,826 of Client assets on a non- discreLonary basis. For the remaining assets on our plaQorm, we provide services, but do not provide administraLve investment advice regarding these assets or have investment discreLon over these assets. Shares of the DesLnaLons Funds available to parLcipants in our advisory programs are InsLtuLonal share classes that do not pay Rule 12b-1 fees or other similar distribuLon or transacLon expenses. With respect to proprietary models that invest in third-party funds and the DesLnaLons Funds, Brinker purchases the available third-party fund share class with the lowest internal expense raLo (generally the “InsLtuLonal” class). However, these third-party funds may impose transacLon fees in connecLon with the purchase or sale of shares. 21 of 62  Item 5 – Fees and CompensaCon Our fee structure varies between the OPS and BCI PlaQorms. The primary fee is split in the following manner: General We will assess and collect Clients fees for the services provided to them by ourselves, the Strategists, and the Client’s Investment Advisor in the manner authorized by the Client. OPS Pla$orm AdministraLve Fee BCI Pla$orm Brinker Fee Component Strategist Fee Strategy Fee Component Advisory Fees Financial Advisor Fee Component Defini+on The fee we charge for the advisory services we offer to clients. This can someLmes be referred to as a “PlaQorm Fee.” This is the fee for each strategy or model selected by a Client or their Investment Advisor for their account. For models or strategies selected for which we are the Strategist, we retain this fee, in addiLon to the AdministraLve Fee or Brinker Fee Component. For models or strategies where we are NOT the strategist, this fee is paid to the Strategist.1 The fee paid to the Client’s Investment Advisor for their advisory services, or for soliciLng accounts on our behalf. 1For Strategist Models where we are not the Strategist, we retain up to 0.05% of the Strategist Fee/Strategy Fee Component. The Strategist may also elect to pay us these fees directly from their own funds and not from the Strategist Fee/Strategy Fee Component. If a Strategist elects to pay us the fees directly, we will not retain any porAon of such Strategist’s Strategist Fee/Strategy Fee Component. We do not retain the Strategist Fee/Strategy Fee Component for certain Strategies available on the BCI PlaHorm that are also available on the OPS PlaHorm for the porAon of assets of such strategies on the BCI PlaHorm. Monthly Billing Generally, for offerings on our OPS PlaQorm, we bill monthly in arrears based on the average daily balance of the account for the previous month. Billing Methods Advisory fees are paid by Clients monthly or quarterly, either in advance or in arrears, depending on the service selected by the Client and their Investment Advisor. Unless otherwise agreed to by us, we will instruct the custodians to deduct the fees directly from the Client’s account under the Biling Authority described in Item 4 – Advisory Business of this Brochure. Accounts in each Client’s household are aggregated and we apply that aggregate balance of accounts when assessing our fees, as well as any Investment Advisor breakpoint or Lered schedule. Accounts will not be consolidated if they were iniLally structured as disLnct households. A household is defined as all custodian accounts at the same residenLal address. Quarterly Billing Generally, for offerings on our BCI PlaQorm, we bill quarterly in advance. When billing in advance, the iniLal fee is based on the market value of a Client’s account when it is opened and prorated for the number of days remaining in the calendar quarter. Thereamer, the quarterly fee is due on the first business day of each quarter and is based on the market value of the Client’s account on the last business day of the immediately preceding quarter. If Client advisory fees are billed in advance, Clients may also be billed for addiLonal monies added to their account during the advisory fee period. No adjustments to the Client advisory fee will be made 22 of 62  account subject to ERISA as the paying account for fees associated with non-ERISA accounts. for monies withdrawn during the advisory fee period. Upon terminaLon, we will issue Clients a prorated refund of all unearned advisory fees that were paid in advance. Method of Payment The manner in which we bill for our services is dependent upon the relaLonship type. See Item 4 – Advisory Business for a descripLon of the various relaLonship types we offer. Sub-Advisory In a sub-advisory relaLonship, our fee is payable to us by the Investment Advisor. The Investment Advisor may delegate to us authority to bill Client accounts directly, retain our porLon of the fee and the porLon of the fee due to any Strategist (as applicable), and remit the remaining porLon to the Investment Advisor. AlternaLvely, we may invoice the Investment Advisor for fees owed to us and any Strategist (as applicable). If we have authority to bill Clients directly, we will be deemed to have limited custody of Client assets. Re0rement Plan Services Billing See "ReLrement Plan Services Program Fees" below for a discussion of fees for the RPS program. Co-Advisory and Solicitor In a co-advisory or solicitor arrangement, our fee is payable to us by the Client and is generally paid through either redempLon of mutual fund shares or deducLon of cash from the Client's separately managed accounts, based on the weighted average of the managed account market values. However, upon request of the Client, we will bill the Client separately instead of deducLng the fees. Clients can select to have one account from which all fees for their household are deducted. If such a situaLon is selected, Clients cannot designate an Fee Summary The following tables outline the fees for services we offer under our various programs as outlined in Item 4 – Advisory Business of this Brochure: 1B1BBrinker Capital Investments Programs Fees Program Minimum1 Wrap Fee Eligible Brinker Fee Component Strategist Fee Component Wealth Advisory Yes $1 million 0.65% Varies First $100,000.00 0.35% Disciplined Equity Yes $50,000 0.10% - 0.15% Orion Custom Indexing2 Yes $100,000 0.15% $100,000.01 to $250,000.00 0.30% Core Guided PorUolios Yes2 $500,000 $250,000.01 to $1 million 0.20% Varies Core Select Yes $03 Over $1 million 0.10% Tailored AllocaDon PorUolios Yes3 $100,000 None5 None5 No DesDnaDons Funds $10,000 None5 None6 Personal Benchmark No $100,000 Brinker Blended PorUolios Yes $10,000 None6 None7 DesDnaDons Hybrid PorUolios6 No $10,000 None6 DesDnaDons ETFh Yes $25,000 0.10%9 Focused Strategies Yes $0 0.25% American Funds Strategy No $25,000 0.25% Capital Group ETF Strategies Yes $5,000 0.10% First $100,000.00 $100,000.01 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.35% 0.30% 0.20% 0.10% American Hybrid PorUolios5 No $25,000 0.10% Core Plus ETF Strategy Yes $10,000 0.25% 23 of 62  1B1BBrinker Capital Investments Programs Fees Program Minimum1 Wrap Fee Eligible Brinker Fee Component Strategist Fee Component Brinker Capital ESG PorUolios Yes $25,000 0.10% AcDve Income Strategy Yes $25,000 0.25% Managed Income Strategy Yes $25,000 0.20% Yes $25,000 0.25% Digital Assets PorUolio 1 An annual $75 fee will be charged for each account or sleeve used in a Client’s household for households with assets on our plaUorm valued at less than $100,000. 2 If a Strategist is selected, the Strategy fee for both the third-party Strategist and Orion Custom Indexing apply. 3 At any given Dme, these porUolios may be allocated only among mutual funds and ETFs and, in that instance, would not be considered to be “wrap fee” accounts. 4 While we do not set a minimum for this program, each Strategist within the program may set a minimum for their porDon of the account they will manage. 5 The unaffiliated Strategists whose models are uDlized within the Tailored AllocaDon PorUolios pay us a fee in exchange for inclusion in such porUolios. 6 We receive a management fee directly from the DesDnaDons Funds as the investment advisor to the funds. Clients indirectly pay these fees through their proporDonal ownership of the DesDnaDons Funds used in this program. 7 The unaffiliated Strategists whose funds or models are uDlized within the Brinker Blended PorUolios pay us a fee in exchange for inclusion in such porUolios. In addiDon, we receive advisory fees as the investment advisor to the DesDnaDons Funds which may be included in the Brinker Blended PorUolios. 8 The Brinker Fee Component does not apply to the porDon of the porUolio allocated to the DesDnaDons Funds, as we receive a management fee from the funds in our role as advisor to the funds. Clients indirectly pay these fees through their proporDonal ownership of the DesDnaDons Funds used in this program. 9 The Strategist Fee Component for DesDnaDons ETFh when used in our Wealth Advisory program is 0.00%. 0B0BOrion PorIolio Solu0ons Programs Program Minimum Administra;on Fees1,2 Strategist Fees Wrap Fee Eligible Yes $1 million First $1 million 0.60% Varies Wealth Advisory $1 million to $2 million 0.50% $2 million to $3 million 0.45% $3 million to $4 million 0.40% $4 million to $5 million 0.35% Over $5 million 0.30% Disciplined Equity Yes $50,000 0.10% - 0.15% Orion Custom Indexing Yes $100,000 0.15% Strategist Program3 Yes $0 Varies First $100,000.00 $100,000.01 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.35% 0.30% 0.20% 0.10% SMA Program Yes Varies4 Varies Yes $100,000 Tailored AllocaDon PorUolios Market Cycle Advised Madate PorUolios No $0.00 None5 None6 1 An annual $75 fee (billed at $6.25 each month) will be charged for each account or sleeve used in a Client’s household for households with assets on our plaUorm valued at less than $100,000. 2 There is no AdministraDon Fee for the porDon of accounts within the Wealth Advisory or Strategist Programs assigned to Affiliated Funds (including DesDnaDons Funds) strategies. The Client will sDll pay for advisory services in such strategies based on their proporDonal ownership of the Affiliated Funds within such strategies. We will sDll earn compensaDon as the investment advisor to the Affiliated Funds within such strategies. 3 The Strategist Program includes strategies listed in our proprietary Brinker Capital Investments Programs listed below. 4 Minimums vary and are set by the SMA Program Strategist. 24 of 62  5 The unaffiliated Strategists whose funds or models are uDlized within the Tailored AllocaDon PorUolios pay us a fee in exchange for inclusion in such porUolios. 6 The unaffiliated Strategists whose funds or models are uDlized within the Market Cycle Advised Mandate PorUolios pay us a fee in exchange for inclusion in such porUolios. In addiDon, we receive advisory fees as the investment advisor to the DesDnaDons Funds which may be included in the Market Cycle Advised Mandate PorUolios. will not be used in the strategy because not all of the other available custodians offer that share class for the strategy. Fees are negoLable between us and the Client. In addiLon to the fees in this chart, Clients will be assessed a Strategist/Strategy fee and an Investment Advisor fee. Other Fee Informa<on The following secLons outline important addiLonal informaLon relaLng to our fees. The Strategist/Strategy generally ranges from 0.00% to 0.50%. For Strategies where we are the Strategist, we may receive a Strategist/Strategy fee. The exact amount of the fee, and whether the fee will be paid to us, will be included in the Client’s new account paperwork. The Investment Advisor fee is negoLated between a Investment Advisor and may Client and their represent either an advisory fee or a solicitor fee, depending on the Investment Advisor’s relaLonship with us. Fee Distribu0on We distribute a porLon of the Brinker Fee Component to certain Investment Advisors who have significant assets invested in our PlaQorms or for other reasons, at our discreLon. The amount of any distribuLon is individually negoLated with each Investment Advisor. Any Brinker Fee Component distributed to an Investment Advisor is retained by that Investment Advisor and does not consLtute a reducLon in the Brinker Fee Component for Clients. Lme Fee Changes We may amend our fee schedule upon at least 30 days’ prior wrilen noLce. Because the other costs associated with a Client’s account will be passed through to the Client, their total fee will vary based upon the allocaLon of an account among Strategists, specific Strategist selecLon, and the number of Strategists rather than based upon the funds included in an account. We post fee schedules for Strategists (which determine the Strategy Fee Component) and, if appliable, for the Custody and Clearing Fee Component, as they may be amended from our website on Lme, to (orion.com/wealth-management). Fee Review Clients should carefully review all fees charged by us, their Investment Advisor, and any funds Clients are invested in to fully understand the total amount of fees that are paid. It is the Client’s responsibility to verify the accuracy of the fee we charge to their account. The fee we collect will appear on the Client’s custodial statement, though the custodian does not determine whether the fee has been properly calculated. In addiLon, a fee summary is available to Clients through our website. Fees charged by us are separate and disLnct from fees and expenses charged by a Client’s Investment Advisor, mutual funds or ETFs traded within the Strategist Models, or a Strategist providing a Strategist Model. A descripLon of mutual fund or ETF fees and expenses are available in each fund’s prospectus. Termina0on of Services and Termina0on Fees We can terminate our advisory services with a Client at any Lme by providing wrilen noLce. Likewise, a Client can terminate our services at any Lme by providing us with wrilen noLce. If a Client’s use of our services is terminated within (5) five business As explained in Item 4 – Advisory Business of this Brochure, we use the lowest cost share class that is available at all custodians where the strategy is available. Therefore, it is possible that a parLcular custodian may offer a lower cost share class, but it 25 of 62  days from the date of incepLon, all fees paid by the Client in advance will be promptly refunded and no terminaLon fee will be charged. Should a Client’s agreement be terminated at any other Lme, the Client will receive a pro-rata refund of any prepaid fees. The current TerminaLon Fee is $75 per account for full outgoing distribuLons or non-ACAT transfers. The TerminaLon Fee may be discounted for Clients of Investment Advisors who have a significant amount of assets invested on our PlaQorms. Any discount is individually negoLated with each Investment Advisor at our discreLon. AddiLonal account terminaLon fees may be charged by the custodian. Compensa0on Our porQolio manager personnel compensaLon includes an annual base salary and a discreLonary bonus, which may be based on various factors including performance metrics and firm profitability. Our sales personnel receive compensaLon based on new assets subject to our services and are eligible for bonuses based on redempLons or terminaLons. These compensaLon structures create an incenLve for our financial professionals to recommend that Clients increase the size of their assets managed by us (or not terminate), even when alternaLves exist. Certain professionals have an equity interest in our parent company, GT Polaris Holdings, LP, which creates a general incenLve for these professionals to grow firm revenue, including through asset growth and plaQorm uLlizaLon. Upon terminaLon, Clients should immediately contact their custodian to ensure the Client Account is allocated according to Client wishes. Clients are responsible for paying for services rendered unLl the terminaLon of the agreement. Orion Investment Portal We receive compensaLon directly from Strategists whose models are made available on our Orion Investment Portal. Legacy Fee Schedules The fees outlined in this Brochure are current as of the date of the Brochure. Clients may be assessed fees based on Legacy Fee Schedules, which would be included in the paperwork completed at the Lme such Clients engaged us for advisory services, and any subsequent amendments thereto. Our proprietary strategies are available within the Orion Investment Portal plaQorm. Pricing for such Strategies may vary compared to the pricing on the Orion PorQolio SoluLons PlaQorm and Brinker Capital Investments PlaQorm listed above. For more informaLon about the Orion CommuniLes plaQorm, please refer to Item 4 – Advisory Business of this Brochure. Custodian Services Custodian services will be provided by a qualified custodian, including our affiliate, ConstellaLon Trust Company (“CTC”). Please refer to Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure for more informaLon on our affiliates, including CTC. The investments in each Strategist Model for non- qualified accounts may be held in either a separate brokerage account or a UMA brokerage account with sleeves at the Client’s custodian. The custodian typically receives a shareholder servicing fee from the load-waived mutual funds held by the Client Accounts. Des0na0ons Funds Program We use Affiliated Funds exclusively in our DesLnaLons Funds program. The Affiliated Funds may have higher ongoing expenses than unaffiliated mutual funds. In evaluaLng the overall cost of the DesLnaLons program as compared to other investment programs, Clients should note that we receive advisory fees as the investment advisor in DesLnaLons Funds. Because we receive advisory fees as the Investment Advisor to the DesLnaLon Funds, we do not charge the AdministraLve Fee or Brinker Fee Component for the porLon of any 26 of 62  MCAM PorQolios. We have a conflict as each Strategist may expect that a porLon of the total assets in the porQolios be allocated to their funds or models. To miLgate this conflict, we manage the MCAM PorQolios based upon their investment objecLves, our long-term capital forecasts and limit the allocaLon of the models to the DesLnaLons Funds-. Further, Clients and their Investment Advisor, not us, are responsible for selecLng the most suitable porQolio for Clients. We do not provide advice or recommendaLons regarding porQolio selecLons. DesLnaLons porQolio account allocated to the DesLnaLons Funds. However, because we receive advisory fees in connecLon with the DesLnaLons program, we have an incenLve to recommend the DesLnaLons program to the extent that we receive a greater porLon of the Total Fee charged than we do in other programs. The fee for our DesLnaLons ETFh includes an asset-based fee to cover program transacLon costs, which may be more costly for larger accounts with relaLvely low trading acLvity than a program that imposes a separate charge on each share transacLon. Tailored Alloca0on PorIolios The unaffiliated Strategists whose mutual funds or ETFs are uLlized within the Tailored AllocaLon PorQolios pay us a fee in exchange for inclusion in the Tailored AllocaLon PorQolios program. Brinker Blended PorIolios The advisors to the unaffiliated mutual funds and ETFs uLlized within the Brinker Blended PorQolios may pay us a fee in exchange for inclusion in such porQolios. We have a conflict because the fees received by us vary based upon the funds proporLon of such funds uLlized within the porQolios. To miLgate this conflict, we manage the Brinker Blended PorQolios based upon their investment objecLves and our long-term capital forecasts and limit the proporLon of the porQolios allocated to the non-affiliated funds which pay us a fee to between 25% and 35% of the total porQolio allocaLon. The advisors of unaffiliated funds included in the program who pay us a fee in exchange for inclusion in this program are: • Main Management, LLC We have a conflict as we might be inclined to transiLon the Client’s assets into the Strategist’s proprietary products more quickly than the Client otherwise would. This is miLgated by a contractual understanding that the holdings in the account will be selected based on the desires and needs of the investor and any allocaLon and trading will be done based on the capital gains budgets and transiLon plans idenLfied to us by the Investor or their Advisor. Further, the Strategists pay us based on the enLre balance in the account, regardless of the proporLon of the account allocated to their proprietary products. We receive no compensaLon from any other non- affiliated mutual funds or ETFs included in these porQolios. AddiLonally, we have a conflict in that we are compensated based on the Strategist selected. This conflict is miLgated as Clients and their Investment Advisor, not us, are responsible for selecLng the most suitable porQolio for Clients. We do not provide advice or recommendaLons regarding porQolio selecLons. Municipal Securi0es PorIolios & Individual ETF or Mutual Fund Holdings We offer two Custody and Clearing fee structures for acLvely managed municipal securiLes porQolios. Clients may elect to be charged a separate Lcket charge on each trade in the account or an asset- based fee. The current Lcket charge is $30.00 per trade for fixed income and mutual funds and $8 per trade for equiLes and ETF’s, which may be changed from Lme to Lme. No separate Lcket charge is Market Cycle Advised Mandates PorIolios The unaffiliated Strategists whose funds or models are uLlized within the MCAM PorQolios pay us a fee in exchange for inclusion in the MCAM PorQolios. AddiLonally, we uLlize the DesLnaLons Funds in the 27 of 62  imposed on transacLons when Clients have selected the asset-based fee, which uLlizes the Core Fixed Income custody and clearing fee schedule. brokerage firm in accordance with its fee schedule in effect from Lme to Lme, which fees and charges will be deducted from the Client’s account at the Lme of the transacLon giving rise to the charge, or at such other Lme as determined by the custodian. Strategist Fee Reten0on We retain the following amounts from the Strategist Fee (for OPS) or Strategy Fee (for BCI) referenced above, regardless of Strategist Model type: Strategist American Funds Fidelity Investments Meeder Por+on we retain 0.10% 0.05% 0.05% We offer two Custody and Clearing fee structures for individual ETF or mutual fund holdings in Core Asset Manager accounts. Clients may elect to be charged a separate Lcket charge on each trade in the account or an asset-based fee. The current Lcket charge is $8 per trade for ETFs and $30 per trade for mutual fund holdings (other than trades of non-transacLon fee (NTF) mutual fund shares). The ETF and mutual fund per trade Lcket charge may be changed from Lme to Lme. No separate Lcket charge is imposed on transacLons when Clients have elected the asset- based custody and clearing schedule, which uLlizes the Core Equity custody and clearing fee schedule. invested for larger accounts without The enLre Strategist Fee charged by certain Strategists is retained by us. If this applies to the strategy Clients select, it will be disclosed in the Client’s ApplicaLon Addendum or investment advisory agreement, as applicable. In addiLon, some Strategists select mutual funds for which they or their affiliate act as advisor when developing their Strategist Model. Certain of these Strategists share a porLon of the fees they collect from mutual funds they manage with us. Below are the Strategists who share these fees with us: Whether the per trade or the asset-based opLon is more suitable for Clients in acLvely managed municipal securiLes porQolios or individual ETFs or mutual funds will depend on the size of the account and the level of actual trading in the account. The per Lcket charge will generally be more suitable regular distribuLon programs, where the added Lcket charge will usually be less than the addiLonal management fee, while the asset-based fee will generally be more suitable for smaller accounts or accounts that have above average transacLon volume due to frequent addiLons or liquidaLons. • Advanced Asset Management Advisors • Focus Partners Advisor Solutions fka Buckingham Strategic Partners The Clearing and Custody Fee Schedule in effect from Lme to Lme is available to Clients on our website (hlps://orion.com/wealth-management). • Horizon Investments • Meeder Investment Management • Toews Corporation • Ocean Park Asset Management • Clark Capital • iMGP to deposit cash or other in All Strategists on our plaQorm have the opportunity to pay us a fee for, among other services, markeLng and support with respect to the Strategist Program. Some, but not all Strategist, pay us such a fee. These fee sharing arrangements vary and create a conflict of interest since we have an incenLve to conLnue to recommend the Strategists who pay us such a fee for Unsupervised Asset Fee As an accommodaLon to a Client, we may permit a Client securiLes (“Unsupervised Assets”) their account or, alternaLvely, at the Client’s discreLon, in a separate account established with the custodian, for which we do not provide allocaLon, porQolio asset management, or performance monitoring services. Clients will be charged any clearing fees or transacLon charges imposed by the custodian or 28 of 62  the Strategist Program. AddiLonally, Strategists may refer or recommend their clients to invest via our plaQorm. This arrangement creates an incenLve for us to keep these Strategists over others that we may be considering. To miLgate these conflicts, our Investment Due Diligence Commilee does not take revenue sharing payments into account when determining whether to retain Strategists. is The Strategist Fee may be discounted for Investment Advisors who have a significant amount of assets invested on our plaQorm. The amount of the discount individually negoLated with each Investment Advisor at our discreLon. gained by managing mulLple Clients for the same Investment Advisor, and our relaLonship with the Investment Advisor. As a result, Clients with similar assets may have differing fee schedules and pay different fees. Clients can request that related accounts be combined in order to meet fee break points and reduce the advisory fee charged. We reserve the right to waive or reduce the advisory fee for certain accounts such as employee accounts and personal accounts of Investment Advisors who refer business to us. Clients who negoLate a flat fee schedule may or may not pay a higher fee than those who pay under a Lered schedule, depending on asset levels. The same or similar investment advisory services may be available from other investment advisors for a lower fee. We offer a program where Strategists on our PlaQorms can purchase from us data containing aggregate informaLon regarding the Investment Advisors who are researching or recommending their strategies or models. AddiLonal informaLon regarding this can be found in Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. Promo0onal Fee Discounts From Lme to Lme, we may offer promoLonal fee discounts to the Client’s Investment Advisor (either individually or in a group of similar investment advisors). This can include discounts for technology services offered by our affiliates, Orion Tech and / or Redtail Technologies, LLC. This creates a conflict for the Investment Advisor(s) or Investment Advisors as they are encouraged to investment advisory services recommend our relaLve to the investment advisory services of other advisors with similar programs to ours. Please review the Investment Advisor’s Form ADV Part2A for more informaLon regarding their parLcipaLon in such promoLons. PorIolio Audit Services The cost of PorQolio Audit Services are included as part of the fees Investment Advisors pay to us. Re<rement Plan Services Program Fees Clients in our RPS program generally pay two fees: the Brinker Fee Component and the Investment Advisor’s Fee. For accounts that involve a solicitor, the solicitor’s fee is a set percentage of the Plan in the account’s net asset value, as outlined Non-Standard Fees The advisory fee schedules listed above are our standard rates. Actual fees, and/or the porLon of the advisory fee retained by us and the Client’s Investment Advisor, may vary. Please refer to the Client investment advisory agreement, including alached addendums and schedules, to determine the Client’s advisory fee. The standard fee schedules listed above and minimum account sizes for our strategies are described in more detail in Item 4 – Advisory Business of this Brochure. Fees may be discounted or negoLated at our discreLon and fees for customized investment strategies developed for a Client are negoLated on a case-by-case basis. Furthermore, from Lme-to-Lme we offer program- wide fee discounts and reduced account minimums as part of markeLng and promoLonal programs. Such programs may be iniLated or disconLnued at our discreLon. Based on this, we offer some or all Clients of certain Investment Advisors discounted fees based on the amount of assets an individual Client or the Investment Advisor has with us, the efficiencies 29 of 62  investment advisory agreement. If there is a co- advisor, the Investment Advisor’s Fee is paid in addiLon to the Brinker Fee Component. through our RPS program. The fee schedule is not Lered. The applicable percentage is based on the Plan’s total account value as of the last business day of each calendar quarter. We may amend the fee schedule upon at least 90 days prior wrilen noLce to Plan Sponsor. Accounts above $10 million are priced separately. We also may negoLate a lower fee on a case-by-case basis. The Investment Advisor’s fee is established by the Investment Advisor, not us. The Investment Advisor’s role and its fees are described in that firm’s Form ADV, Part 2A. Both solicitor and co-advisor Clients also pay a separate fee to the Recordkeeper and administraLve services. Mutual funds and ETFs incur management fees and other operaLng fees and expenses, which are in addiLon to the fees paid by the Client to us, the Investment Advisor, and the Recordkeeper. Fees for our RPS program can be paid in advance or in arrears. When paid in arrears the fee is based on the Plan’s account value, as of the last business day of each calendar quarter and are due the following business day. Fees are prorated for the balance of the calendar quarter in which the Plan’s account is iniLally opened. In the event of terminaLon of the account, the fees will be adjusted, on a pro rata basis, to reflect the porLon of the final quarter in which terminaLon occurs. Brinker Fund Fee Offset Advisory fees paid to us or our affiliates by any fund including any advised by us or our affiliates, to a Plan’s DesLnaLons Fund, with respect investment in such fund are credited to, or offset and reduce, dollar-for-dollar the Brinker Fee Component otherwise payable to us. The Brinker Fee Component in the above table is gross of such offset. If the Brinker Fund Fee Offset exceeds the Brinker Fee Component calculated under the foregoing fee schedule, we will reduce the Plan’s total fee by such excess amount. If the fee offset exceeds the total fee payable to us (including the Investment Advisor’s fee), such excess will be paid to the Plan. The amount of the Brinker Fund Fee Offset may change based on changes to the advisory fees paid to us or our affiliate by fund(s) advised by us or our affiliate. the Investment Advisor's in accordance with the The Brinker Fee Component for the RPS program (excluding is fee) determined following schedule: Total Plan Account Value* Brinker Fee Component Up to $2,500,000 0.35% to $5 0.30% $2,500,000.00 up million 0.25% $5 million to $7million 0.20% Over $7,000,000 * Note: Total Plan Account Value represents the porLon of the Plan assets managed by or 30 of 62  Item 6 – Performance-Based Fees and Side-by-Side Management performance fee accounts is that we could devote more Lme and alenLon to performance fee accounts than to accounts under an asset-based fee arrangement. AddiLonally, performance-based fees create an incenLve for an advisor such as to recommend investments that may be riskier or more speculaLve than those that would be recommended under a different fee arrangement. Since we endeavor at all Lmes to put the interests of Clients first as part of our fiduciary duty as a registered investment advisor, we take the following steps to address these conflicts: employees to 1. We disclose to investors and prospecLve Clients the existence of material conflicts of interest, including the potenLal for our firm and earn more its compensaLon from some Clients than others. 2. We have implemented wrilen policies and procedures for fair and consistent allocaLon of investment opportuniLes among all Clients. We charge certain insLtuLonal endowment Clients a performance fee, which is based upon a share of capital gains or capital appreciaLon of the assets of such Client. Performance-based fees will only be charged in accordance with the provisions of Rule 205-3 of the Investment Advisers Act of 1940 (“Advisers Act”) and/or applicable state regulaLons. In addiLon, it is our policy not to retain any fees charged and to pass performance-based through any collected performance-based fees to third parLes that provide investment research and/or advisory services to us in connecLon with our management of a Client’s account, as directed by the Client. In order for us to be eligible for a performance-based fee, the account’s performance must exceed a designated benchmark. If the account outperforms the designated benchmark, we receive a performance fee of up to 20% of the return in excess of the benchmark. The complete terms of our advisory fee are disclosed in the Investment Advisory Agreement between the Client and us. The performance fees charged by us may be higher than the performance fees charged by other investment advisors for the same or similar services. 3. We periodically compare holdings and performance of all accounts with similar strategies to idenLfy significant performance dispariLes indicaLve of possible favorable treatment. interest we 4. We educate our employees regarding the responsibiliLes of a fiduciary, including the equitable treatment of all Clients, regardless of the fee arrangement. 5. Only Clients that are able to assume addiLonal risk are solicited to engage in a performance fee arrangement. Our Strategists are responsible for managing performance-based fee accounts and accounts that are charged another type of fee. There are potenLal conflicts of face by managing performance-based accounts at the same Lme as managing asset based, non-performance based accounts. For example, the nature of a performance fee poses an opportunity for us to earn more compensaLon than under a stand-alone asset-based fee. Consequently, we may favor performance fee accounts over those accounts where we receive only an asset-based fee. One way we may favor 31 of 62  Item 7 – Types of Clients municipal government enLLes. All Programs (other than RPS) are available to these different types of investors, subject to certain minimum investment amounts. Secondarily, we provide investment advice directly to the types of Clients idenLfied above through an arrangement where Investment Advisors refer such Clients to us. This is referred to herein as a “solicitor” relaLonship. We primarily provide investment management and recordkeeping services to Investment Advisors and their Clients. These Investment Advisors use our OPS PlaQorm and BCI PlaQorm to service their Clients. Such Clients may include individuals, banks or thrim insLtuLons, pension, reLrement, 529 educaLonal savings and profit-sharing plans (other than plan parLcipants), endowments, other pooled investment insLtuLons, vehicles, trusts, estates, charitable corporaLons and other business enLLes, and state or 32 of 62  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss In addiLon to the informaLon below, see the response to Item 4 – Advisory Business of this Brochure for the methods of analysis, investment strategies, and risk involved in each of the services offered by us. InvesLng in securiLes involves risk of loss that Clients should be prepared to bear. Quan0ta0ve Analysis Using mathemaLcal models, staLsLcal techniques, and computaLonal algorithms to analyze financial data. It involves examining data to idenLfy palerns, trends, and correlaLons, building models to assess and miLgate risks, and selecLng a mix of assets for porQolio management. Our Methods of Analysis and Their Risks We may use one or more of the following methods of analysis or investment strategies when providing our services described in this Brochure: Risk: The risk of QuanLtaLve Analysis arises from inaccurate assumpLons or poor-quality data, leading to unreliable predicLons. AddiLonally, overfikng occurs when models are too closely tailored to historical data, reducing their effecLveness for future predicLons. Market changes can render models based on past data obsolete, as they may not account for sudden or unprecedented events Char0ng Analysis Gathering and processing of price and volume palern informaLon for a parLcular security, sector, broad index or commodity. This price and volume palern informaLon is analyzed. The resulLng palern and correlaLon data is used to detect departures from expected performance and diversificaLon and predict future price movements and trends. Fundamental Analysis Analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and experLse of the company's management, and the outlook for the company and its industry. The resulLng data is used to measure the true value of the company's stock compared to the current market value. Risk: Our charLng analysis may not accurately detect anomalies or predict future price movements. reflect all Current prices of securiLes may informaLon known about the security and day-to- day changes in market prices of securiLes may follow random palerns and may not be predictable with any reliable degree of accuracy. trends Technical Analysis and Studying past price palerns, interrelaLonships in the financial markets to assess risk-adjusted performance and predict the direcLon of both the overall market and specific securiLes. Risk: The risk of fundamental analysis is that informaLon obtained may be incorrect and the analysis may not provide an accurate esLmate of earnings, which may be the basis for a stock's value. If securiLes prices adjust rapidly to new informaLon, uLlizing fundamental analysis may not result in favorable performance. price palerns and Cyclical Analysis A type of technical analysis that involves evaluaLng trends. recurring Economic/business cycles may not be predictable and may have many fluctuaLons between long-term expansions and contracLons. Risk: The risk of market Lming based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securiLes may reflect all informaLon known about the security and day-to- day changes in market prices of securiLes may follow random palerns and may not be predictable with any reliable degree of accuracy. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of 33 of 62  is the difficulty announcements, etc.) but may have a smaller impact over longer periods of Lmes. in predicLng cyclical analysis economic trends and consequently the changing value of securiLes that would be affected by these changing trends. Modern PorIolio Theory A theory of investment which alempts to maximize porQolio expected return for a given amount of porQolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proporLons of various assets. Short Sales Unlike a straighQorward investment in stocks where you buy shares with the expectaLon that their price will increase so you can sell at a profit, in a "short sale" you borrow stocks from your brokerage firm and sell them immediately, hoping to buy them later at a lower price. Thus, a short seller hopes that the price of a stock will go down in the near future. A short seller thus uses declines in the market to his advantage. The short seller makes money when the stock prices fall and loses when prices go up. The SEC has strict regulaLons in place regarding short selling. Risk: Market risk is that part of a security's risk that is common to all securiLes of the same general class (stocks and bonds) and thus cannot be eliminated by diversificaLon. Long-Term Purchases SecuriLes purchased with the expectaLon that the value of those securiLes will grow over a relaLvely long period of Lme, generally greater than one year. Risk: Short selling is very risky. Investors should exercise extreme cauLon before short selling is implemented. A short seller will profit if the stock goes down in price, but if the price of the shares increase, the potenLal losses are unlimited because the stock can keep rising forever. There is no ceiling on how much a short seller can lose in a trade. The share price may keep going up and the short seller will have to pay whatever the prevailing stock price is to buy back the shares. However, gains have a ceiling level because the stock price cannot fall below zero. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long- term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your parLcular investment will go down over Lme even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be beler uLlized in the short-term in other investments. Short-Term Purchases SecuriLes purchased with the expectaLon that they will be sold within a relaLvely short period of Lme, generally less than one year, to take advantage of the securiLes' short-term price fluctuaLons. Risk: A short seller has to undertake to pay the earnings on the borrowed securiLes as long as the short seller chooses to keep the short posiLon open. If the company declares huge dividends or issues bonus shares, the short seller will have to pay that amount to the lender. Any such occurrence can skew the enLre short investment and make it unprofitable. The broker can use the funds in the short seller's margin account to buy back the loaned shares or issue a "call away" to get the short seller to return the borrowed securiLes. If the broker makes this call when the stock price is much higher than the price at the Lme of the short sale, then the investor can end up taking huge losses. Risk: Margin interest can be a significant expense. Since short sales can only be undertaken in margin accounts, the interest payable on short trades can be Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproporLonately higher amount of transacLon costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings 34 of 62  substanLal, especially if short posiLons are kept open over an extended period. trading Risk: Shares that are difficult to borrow – because of high short interest, limited float, or any other reason – have “hard-to-borrow” fees. These fees are based on an annualized rate that can range from a small fracLon of a percent to more than 100% of the value of the short trade. The hard-to-borrow rate can fluctuate substanLally on a daily basis; therefore, the exact dollar amount of the fee may not be known in advance, and may be substanLal.   Trading We may use frequent trading (in general, selling securiLes within 30 days of purchasing the same securiLes) as an investment strategy when managing your account(s). Frequent is not a fundamental part of our overall investment strategy, but we may use this strategy occasionally when we determine that it is suitable given your stated investment objecLves and tolerance for risk. This may include buying and selling securiLes frequently in an effort to capture significant market gains and avoid significant losses. Margin Transac0ons A securiLes transacLon in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan. Risk: When a frequent trading policy is in effect, there is a risk that investment performance within your account may be negaLvely affected, parLcularly through increased brokerage and other transacLonal costs and taxes. factors to Risk: If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a porLon of the stock in order to maintain the margin requirements of the account. This is known as a "margin call." An investor's overall risk includes the amount of money invested plus the amount that was loaned to them. Investment Strategy Due Diligence We uLlize a combinaLon of qualitaLve and idenLfy, evaluate, and quanLtaLve monitor the strategies made available on our PlaQorms. The quanLtaLve analysis focuses on the performance of the strategies relaLve to benchmarks and peers, porQolio risk metrics, and both the short- term and long-term track records of the strategies managed by each investment manager (including Strategists and SMA Managers, each, an “Investment Manager”). Our qualitaLve analysis reviews the breadth and depth of resources of operaLons of the Investment Manager, including organizaLonal history, investment team experience, firm size and ownership structure investment philosophy and process client servicing capabiliLes, relaLonship with us, and other characterisLcs. Op0on Wri0ng A securiLes transacLon that involves selling an opLon. An opLon is a contract that gives the buyer the right, but not the obligaLon, to buy or sell a parLcular security at a specified price on or before the expiraLon date of the opLon. When an investor sells a call opLon, he or she must deliver to the buyer a specified number of shares if the buyer exercises the opLon. When an investor sells a put opLon, he or she must pay the strike price per share if the buyer exercises the opLon, and will receive the specified number of shares. The opLon writer/seller receives a premium (the market price of the opLon at a parLcular Lme) in exchange for wriLng the opLon. Risk: OpLons are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situaLons, an investor's risk can be unlimited. Our Investment Due Diligence Commilee oversees the Investment Manager due diligence, selecLon and monitoring processes. The Investment Due Diligence Commilee reviews manager performance and addresses potenLal concerns, collaborates on new manager searches, and discusses recommended manager terminaLons. New investment strategies, including, but not limited to, separate accounts and 35 of 62  investment convicLon by our Due Diligence team. The “Watch List” contains Strategies idenLfied by our Due Diligence team as having alributes that warrant concern, but have not yet been determined as Strategies that should be removed from our PlaQorm. The Select List and Watch List are each updated on a semi-annual basis. factors into consideraLon funds managed by unaffiliated Strategists include but are not limited to performance and style analysis, risk analysis, informaLon obtained through onsite due diligence meeLngs with the appropriate execuLve and investment personnel, and a review of the strategy due diligence manager’s quesLonnaire responses. The Investment Due their professional Diligence Commilee uses judgment and investment experience while taking these when recommending any investment acLon such as the addiLon of a new strategy to the plaQorm and/or manager terminaLons. Orion Investment Portal All of the Strategists and Strategist Models available on our OPS PlaQorm are available to the investment advisory firms and their representaLves that are uLlizing the porQolio accounLng and other technology tools offered through our affiliate, Orion Tech. We make addiLonal Strategists and Strategist Models available for use by these unaffiliated investment advisors through our Orion Investment Portal. Our Due Diligence team conducts a less thorough review of the Strategist Models available only through the Orion Investment Portal. To monitor Investment Managers and manage the strategies on the plaQorm, we uLlize various third- party analyLcal somware. Also, we use a proprietary risk scoring methodology. This tool assists Advisors in Investment Manager developing and selecLng strategies by assigning a risk score to each strategy on our PlaQorms. The tool helps Investment Advisors with porQolio construcLon and asset allocaLon. As a Client’s Investment Advisor determines the investment strategy to uLlize based on the Client’s investment needs, Clients should consult their Advisor’s Form ADV Part 2A for a full descripLon of their investment analysis to determine how the strategy selected best suits the Clients investment needs and risk tolerance. This limited due diligence consists of a quanLtaLve review of the Strategy and, if applicable, the Strategist, which includes, but is not limited to historical risk and return performance against peers and benchmarks, assets under management for the Strategy and Strategist, length of performance track record, and other factors. If the due diligence team has no concerns, the Strategy is added to the Orion Investment Portal. Such Strategist Models are not subject to review by our Due Diligence Commilee. are responsible The Investment Managers are not provided individual informaLon about the Client or their investment goals and objecLves and do not have an advisory relaLonship with the Client. Any quesLons regarding the management of the investment strategies or the Client’s Account should be directed to the Client’s Investment Advisor. instrucLons. To assist Investment Advisors in idenLfying Strategies and understanding our ongoing views on the Strategists and Strategies, we make available a “Select List” and a “Watch List.” The Select List contains Strategies OPS Global which exceed certain thresholds relaLng to both quanLtaLve metrics and qualitaLve assessments and are viewed as high Individual Securi<es We do not review investment decisions regarding individual securiLes made by unaffiliated Investment Managers. While we for implemenLng an Investment Manager’s instrucLons with respect to Client accounts invested in a model, we do not review or make any independent determinaLon with respect to the merits of such investment Investment decisions relaLng to fund shares for strategies managed directly by us are made by our investment team. The selecLon process can generally be defined as eclecLc 36 of 62  style, geography, strategy that accounts for diversificaLon benefit and/or in nature, with no specific constraints based on size, liquidity, sector or other predetermined criteria. Our investment team may consider a broad array of factors in determining the purchase or sale of a security, including but not limited to, the upside potenLal, downside risk, valuaLon metrics, technical outlook, future catalyst other event, informaLon. Investment Strategy Development CriLcal to the success of any investment plan is a well-defined risk tolerance, risk capacity, risk composure, Lme horizons, rate of return targets, and liquidity needs. We use an investment strategy quesLonnaire (also called a Risk Tolerance QuesLonnaire or Risk Tolerance Assessment) to assist in developing a recommended or suggested investment strategy for each Client. Custom Indexing We make available certain Custom Indexing and tax managed strategies, which replicate broad market indices or strategist models through the direct purchase of individual securiLes. These strategies seek to replicate the risk/return profile of the index or strategy being targeted and can create tax alpha by harvesLng tax losses to offset taxes on capital gains as well as provide comprehensive tax transiLons. to analyze Investment Strategy Ques0onnaire BCI Clients introduced to us through a solicitor Investment Advisor will complete an investment strategy quesLonnaire developed by us or a third- party advisor which idenLfies the Client objecLves, assets, risk tolerance, risk capacity, risk composure, personal situaLon, and investment experience. We uLlize our proprietary computerized somware program investment strategy the quesLonnaire to ensure the selected strategy or strategies are suitable for the Client. Our investment team is responsible for maintaining the logic, which includes maintaining investment strategy the quesLonnaire. When creaLng an investment strategy profile for a Client in our Wealth Advisory Program introduced to us by a solicitor Investment Advisor, we consider various factors, including, but not limited to, Client risk tolerance, risk capacity, risk composure, investment Lme horizon, liquidity needs, tax bracket, and account type. We also consider a Client’s level of investable assets and desired level of investment discreLon in recommending programs. Discre<onary Programs As menLoned above, in addiLon to third-party Investment Manager strategies, we make available certain strategies that are managed internally. The plaQorm provides porQolios managed by our porQolio management team using mutual funds, ETFs, stocks, and other exchange-traded products. In addiLon, the OPS PlaQorm offers the MCAM (Market Cycle Advised Mandate) PorQolios which are also managed by us and are composed of third-party and proprietary funds. Our Investment Manager investment due diligence team and Investment Due Diligence Commilee do not review our proprietary strategies. recommendaLons directly to Within the RPS program, we offer an investment strategy quesLonnaire that Plan sponsors can share with Plan parLcipants to help them choose a suitable investment strategy. However, we do not give investment the parLcipants. Investment Analysis for Solicitor Clients The following informaLon relates to the Method of Analysis and investment strategies for Clients introduced to us under a solicitor arrangement, as described in Item 4 – Advisory Business of this Brochure. Asset Alloca0on Process For solicitor Clients, once we have created an investment strategy profile, the solicitor creates an 37 of 62  investment compensaLon Investment extent of his or her interest is fully disclosed prior to the transacLon, including disclosure of any direct or the indirect team Commilee member, member, Investment Due Diligence Commilee member, and/or we receive in connecLon with the transacLon and (ii) make the recommendaLon only if he or she has a reasonable belief that the transacLon is in the Client’s best interest. asset allocaLon that aligns Client objecLves with investment strategies using investment disciplines that are suitable for achieving the Client’s stated goals, which we then review. For discreLonary porQolios, each program will be managed within the stated ranges for each major asset class. With respect to any investment recommendaLon, neither the Asset AllocaLon Commilee or we nor Investment Commilee members favor one Client or group of Clients at the expense of other Clients. Our parent company, Orion Advisor SoluLons, Inc. (“Orion”) maintains a Conflicts Commilee charged with idenLfying and addressing conflicts of interest that exist in our business and the business of our affiliates. The Conflicts Commilee is chaired by our Chief Compliance Officer. seek to Under our current fee schedules, the amount of fees we receive does not change based upon the allocaLon of assets in a Client’s account among Strategists and/or funds, which we believe eliminates any incenLve or conflict with respect to the allocaLon of assets in a Client’s account. We uLlize only our DesLnaLons Funds in our DesLnaLons Funds models, for which we serve as the advisor and receive an advisory fee from the DesLnaLons Funds. This creates a potenLal conflict of interest, which we seek to miLgate by excluding the DesLnaLons Funds when calculaLng the Brinker Fee Component and AdministraLon Fees, as applicable, for accounts in the DesLnaLons models. See also Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. Risk Budge<ng We also uLlize Risk BudgeLng for certain investment strategies. Risk BudgeLng is the spending allowance with regard to risk that we allow for a Client’s porQolio. The risk associated with each investment is carefully considered before it is added to a Client’s porQolio. Under Risk BudgeLng, Clients are assigned a Risk Budget and each security is assigned a risk value primarily based on volaLlity. The Risk Budget is expressed as a percentage of the risk relaLve to a diversified equity porQolio benchmark. For example, a Risk Budget of 100 would represent a porQolio with a risk similar to 100% of the risk of a diversified equity porQolio and a porQolio with a Risk Budget of 60 would represent a porQolio with a risk similar to 60% of the risk of a diversified equity porQolio. Within the constraints of the Risk Budget that Clients select, we idenLfy alracLve market acLvely opportuniLes. Our Risk BudgeLng Methodology is flexible enough to be applied to a broad variety of levels, from aggressive to Client risk comfort conservaLve. and/or Conflicts of Interest From Lme to Lme, our investment team, Investment Commilee, and/or the Investment Due Diligence Commilee members may have a conflict of interest investment recommendaLon, when making an including any benefits we or such individuals receives from a third party. When a parLcular investment recommendaLon creates a conflict of interest, the investment team member, Investment Commilee member, Investment Due Diligence Commilee member will (i) ensure the nature and As discussed in Item 5 – Fees and CompensaLon of this Brochure, we may retain a porLon of the Strategist Fee / Strategy Fee Component of a strategy, or otherwise receive compensaLon from a Strategist. In addiLon, as discussed in Item 10 – Other Financial Industry AcLviLes and AffiliaLons, Strategists may provide support payments for markeLng and / or events created by or hosted by us and our affiliates. This creates a conflict of interest when determining to include a Strategist or Strategy on the “Select List” or “Watch List” discussed above. We miLgate this conflict by ensuring the criteria used 38 of 62  fluctuate based upon changes in value of the underlying securiLes. Investments are not insured by the Federal Deposit Insurance CorporaLon. to add or remove a Strategy to the Select List” or “Watch List” is based solely on the investment due diligence team’s independent assessment of the Strategy. CompensaLon we receive from Strategists, either directly or indirectly, is not taken into account by our investment due diligence team when adding or removing Strategies from the “Select List” and “Watch List.” Interest Rate Risk PorQolios may change in response to the movement of interest rates. The price of a fixed income security will generally fall when interest rates rise, and vice versa. Manager Risk Performance may deviate from overall market returns if we or any unaffiliated Strategist is either more defensive or more aggressive when the market is rising or falling, respecLvely. Risk of Loss The descripLon contained herein is an overview of the risks entailed in the various advisory programs we offer and is not intended to be complete. All invesLng involves a risk of loss, our programs could lose money over short or long periods. in securiLes Credit Risk The value of a Client’s investment in the porQolio may change in response to changes in the credit raLngs of the porQolio’s securiLes. Generally, investment risk and price volaLlity increase as a security’s credit raLng declines. InvesLng inherently risky. An is investment in mutual funds, exchange-traded funds, or stocks could lose money. We and the Strategists cannot give any guarantee that they will achieve their investment objecLves or that Clients will receive a return on or return of their investment. Although money market funds are considered low risk, they are affected by other types of risk, mainly interest- rate risk and inflaLon risk. The underlying value of the instruments within the money market fund may change depending on the direcLon of interest rates. Deriva’ves Risk DerivaLves, such as opLons, futures and swaps, can be volaLle, and a small investment in a derivaLve can have a large impact on the performance of the porQolio. Other risks of investments in derivaLves include imperfect correlaLon between the value of these instruments and the underlying assets; risks of default by the other party to the derivaLve transacLons; risks that the transacLons may result in losses that parLally or completely offset gains in porQolio posiLons; and risks that the derivaLve transacLons may not be liquid. No Guarantee The value of a Client investment could decline and be worth less than the principal iniLally invested. And while a money market fund seeks a stable share price, its yield fluctuates. In addiLon, mutual funds are not insured or guaranteed by an agency of the U.S. government. Bond funds, unlike purchasing a bond directly, will not re-pay the principal at a set point in Lme. Risks Performance could be impacted by a number of different market risks including but not limited to: Foreign Risk Foreign investments are subject to the same risks as domesLc investments and addiLonal risks, including internaLonal trade, currency, poliLcal, regulatory and diplomaLc risks, which may affect their value. Also, foreign securiLes are subject to the risk that their market price may not reflect the issuer’s condiLon because there is not sufficient publicly available informaLon about the issuer. Loss of Capital All of our programs are subject to general market risk. Any investment in the securiLes is subject to risk of loss of capital. The value of the porQolio will 39 of 62  could adversely affect the investment performance of the parLcipant’s account. Leverage Risk Certain transacLons, such as reverse repurchase agreements, dollar rolls, loans of porQolio securiLes, and the use of when-issued, delayed delivery or forward commitment transacLons, may give rise to leverage, causing a porQolio to be more volaLle than if it had not been leveraged. The level of exposure to any of the foregoing risks will depend on the extent to which BCI or any third-party or fund manager invests in specific securiLes or uLlizes specific investment strategies that pose such risks. Liquidity Risk Certain securiLes eligible for investment by the porQolio may be deemed to be illiquid under applicable law. During periods of market turbulence or unusually low trading acLvity, in order to meet redempLons, it may be necessary for the porQolio to sell such securiLes at prices that could impact porQolio value. that Clients are considering Alterna:ve Investments AlternaLve investments, such as Private Equity Funds, non-traded Real Estate Investment Funds, Hedge Funds, and typically any security or investment that is not traded and priced on a daily basis, are speculaLve and involve substanLal risks. It is possible that investors may lose some or all of their investment. Please review the offering documents for the risks associated with each alternaLve for investment investment. is responsible Alterna:ve Investment Mutual Funds AlternaLve investment mutual funds are speculaLve and involve substanLal risks. It is possible that investors may lose some or all of their investment. Please review the mutual fund prospectus for the risks associated with each alternaLve mutual fund that Clients are considering for investment in a Strategist Model. Execu:on Delay Risk In our ReLrement Plan Services program, we provide instrucLons regarding mutual funds and ETFs included in the asset allocaLon models for the RPS program and the weighLngs thereof. Changes to those models result in the purchase and sale of mutual funds and ETFs for parLcipant accounts. However, the recordkeeper for implemenLng mutual fund and ETF sales and purchases and there may be a delay in the execuLon of BCI’s instrucLons by the Recordkeeper and/or the custodian. Any such delay could be significant and 40 of 62  Item 9 – Disciplinary InformaCon Neither we nor any of our employees have been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s evaluaLon of us or our personnel. 41 of 62  Item 10 – Other Financial Industry AcCviCes and AffiliaCons As discussed above, we are a subsidiary of Orion Advisor SoluLons, Inc (“Orion”). The following direct and indirect subsidiaries of Orion are affiliates of OPS: Other Affiliates and Affilia<ons We use the products and services of our affiliates to assist us in providing the advisory services to Clients. In addiLon, the Client’s Investment Advisor may use the services of our affiliates. Below is a list of these affiliates and their acLviLes. • Advizr, Inc dba Orion Planning • BasisCode Compliance LLC dba Orion Compliance • ConstellaLon Trust Company (“CTC”) • DesLnaLons Funds Trust • GxWorks, LLC dba Orion Risk Intelligence (formerly HiddenLevers) • Orion Advisor Technology, LLC (“Orion Tech”) • Redtail Technology, Inc. • Summit Wealth Systems, Inc. • Townsquare Capital, LLC (“TownSquare”). Orion Advisor Technology, LLC (“Orion Tech”), Orion Planning, and Orion Risk Intelligence We uLlize the back-office system provided by Orion Tech for trade processing, account management, and performance reporLng for certain Programs. We also make available to Clients and Investment Advisors planning tools from Orion Planning and risk analyLcs tools from Orion Risk Intelligence. We believe that the uLlizaLon of Orion Tech, Orion Planning, and Orion Risk Intelligence do not create a conflict of interest. Our execuLve officers also serve as officers and directors of the other Orion affiliates. informaLon about Des0na0ons Funds We are the investment advisor for the DesLnaLons Mutual Funds and we receive an investment advisory fee for this service, which presents a potenLal conflict of interest. The DesLnaLons Mutual Funds are included in the DesLnaLons strategies offered through our Strategist Program and CommuniLes such plaQorm. AddiLonal potenLal conflict of interest can be found in the Material Conflicts of Interest secLon below. Broker-Dealer Registra<ons Brinker Capital SecuriLes, LLC (“BCS”), a registered broker-dealer, is our affiliate. BCS acts as introducing broker-dealer under a clearing agreement with NaLonal Financial Services, LLC (“NFS”) for all accounts in our programs offered under the BCI name that are custodied at NFS, excluding those accounts introduced by Fidelity Brokerage Services, LLC, an NFS affiliated broker-dealer, or Clients in the MMLIS Brinker co-advisory program for whom MMLIS serves as the introducing broker-dealer. BCS receives no commissions in connecLon with securiLes transacLons in wrap fee accounts for which it acts as introducing broker. Other Registra<ons Neither we nor any of our management persons are registered or have applicaLons pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing enLLes. Constella0on Trust Company ("CTC") CTC is a Nebraska chartered trust company and our subsidiary. Some of our execuLve officers also serve as officers and directors of CTC. CTC's custodial services facilitate certain BCI Clients who desire a third-party investment advisor such as us to manage their account(s). We and our affiliates may recommend CTC, among other custodians, to Clients. CTC has established electronic interfaces and capabiliLes necessary to maintain and aggregate custodial records and reporLng for Clients invested across various investment plaQorms. We have entered into an arrangement with CTC to waive the 42 of 62  Compliance as a technology soluLon for our compliance program. Material Conflicts of Interest Our parent company, Orion, maintains a Conflicts Commilee charged with idenLfying and addressing materials conflicts of interest that exist in our business and the business of our affiliates. The Conflicts Commilee is chaired by our Chief Compliance Officer and includes senior employees across the technology and wealth management offerings of Orion. annual custodial fee for these BCI Clients. All other custodial fees and charges of CTC are set forth in the CTC custodial agreement. Trades for BCI Client accounts custodied at CTC are effected via the NaLonal SecuriLes Clearing CorporaLon through arrangements with third parLes, including Matrix Sellement and Clearance Services, LLC ("Matrix") and Charles Schwab & Co., Inc. The DesLnaLons Funds (for which we serve as investment advisor) and other mutual funds held by BCI Clients with assets custodied at CTC pay shareholder servicing or sub- transfer agent fees to CTC for distribuLon and/or shareholder servicing related assistance associated with making a Client's investments in such funds. Our policies and pracLces with respect to selecLng share classes for accounts invested in programs that are held at CTC or any other custodian, are described in Item 4 – Advisory Business of this Brochure. CTC receives 12b-1 fees from mutual funds held in some Client accounts. Mutual Fund Transac0on Fees In the Core Asset Manager, DesLnaLons ETFh, and Wealth Advisory programs, we have the choice of using either non-transacLon fee (“NTF”) funds or transacLon fee funds. While transacLon fee funds generally have a lower expense raLo to the Client than an NTF fund, the clearing and custody costs paid by us are higher for transacLon fee funds than for NTF funds. For Clients with fee schedules in effect prior to April 1, 2017, this may create a conflict by giving us the incenLve to select NTF funds in order to reduce the clearing and custody fees for Client accounts, instead of selecLng transacLon fee funds that may have a lower expense raLo to the Client. In order to address this potenLal conflict, we pay the custodian an asset-based fee for clearing and custody, which we into account when took establishing its prior fee schedule(s) for these programs. TownSquare Capital, LLC TownSquare is an investment advisor registered with the SEC. TownSquare provides a fee-based investment plaQorm that allows unaffiliated third- party investment advisors the ability to enhance their current investment program or uLlize models insLtuLonal porQolio strategists. provided by TownSquare markets this program under the name Orion OCIO, which stands for Outsourced Chief Investment Officer. We have a sub-advisory agreement in place with TownSquare to manage some products available on our plaQorm. Due to the fact that TownSquare is an affiliate, we have an incenLve to uLlize TownSquare as a sub-advisor. Compliance, LLC dba Orion BasisCode Compliance Orion Compliance is a compliance management system owned and sold by our parent company. The cloud-based somware plaQorm provides core including management of compliance funcLons policies and procedures, employee trade monitoring, tesLng, and cerLficaLons. We uLlize Orion Des0na0ons Funds We in the DesLnaLons Funds invest accounts program in DesLnaLons Funds, for which we serve as the investment advisor. As investment advisor to the DesLnaLons Funds we receive an advisory fee, which presents a potenLal conflict of interest. We do not employ the same due diligence procedures that we apply to other fund managers and Strategists in evaluaLng the DesLnaLons Funds. However, our decisions with respect to the selecLon, allocaLon of assets, and terminaLon of a sub-advisors of the DesLnaLons Funds are subject to the oversight and 43 of 62  approval of the Board of Trustees of the DesLnaLons Funds (a majority of which are unaffiliated with us). In addiLon, we do not assess the Brinker Fee Component or AdministraLve Fee, as applicable, for the porLon of the Client’s DesLnaLons porQolio invested in the DesLnaLons Funds. Investment Advisors at events we approve, and access to other funcLons we sponsor and approve. Even though qualifying representaLves do not receive addiLonal cash compensaLon directly from us through the EAN Program, qualifying representaLves may have an incenLve to refer Clients to invest with us so that they may qualify or requalify for the EAN Program. This creates a conflict for the representaLves when recommending our services to Clients. Clients should ask their financial adviser about the benefits he or she receives from the EAN Program. in the program Inc. Financial Professional Seminars We organize educaLonal seminars for solicitor and co-advisor that may be sponsored or co-sponsored by various Strategists that parLcipate in our advisory programs. Strategists who parLcipate in this program pay a fee which is used to defray expenses associated with such events. is A Strategist’s parLcipaLon voluntary. We do not consider a Strategist’s parLcipaLon in this program when making Strategist or Strategy recommendaLons to Clients, approving or removing a Strategist or Strategy through our Investment Due Diligence Commilee, or adding or removing a Strategy from our “Select List” or “Watch List.” Affiliate Offerings Our affiliates Advizr, Inc. dba Orion Planning, BasisCode Compliance LLC dba Orion Compliance, Orion Tech, GxWorks, LLC dba Orion Risk Intelligence, and Redtail Technology, (collecLvely our “Technology Affiliates”) offer technology soluLons to investment advisors, which may include the co- advisor Investment Advisor on Client accounts with us, or the solicitor Investment Advisor who introduced the Client to us. in our Our Technology Affiliates have collecLvely created a program for third party investment advisors in which eligible Investment Advisors receive a reducLon in fees owed to our Technology Affiliates when they provide addiLonal advisory services. The total investment amount of assets managed advisory programs is also a factor in determining the amount of the fee reducLon in certain instances. As such, an Investment Advisor may have a reducLon in their costs to uLlize our Technology Affiliates’ services based on their Clients’ collecLve assets under management within our advisory programs. This creates a conflict for these Investment Advisors because the more assets that they recommend be invested in our advisory programs, the lower their cost is to receive the services of our Technology Affiliates. We do not receive any porLon of the fees the Investment Advisors pay to our Technology Affiliates, nor do these fee reducLons apply to the fees paid by the Client for the advisory services we offer. Elite Advisor Network We offer an Elite Advisor Network program (the “EAN Program”) in which qualifying Investment Advisor firms or their individual representaLves that uLlize OPS. ParLcipants in the EAN Program receive non- cash benefits from us designed to help beler serve their clients and enhance their business pracLces. These non-cash benefits are generally based on two factors:1) the amount of client assets under management that the qualifying representaLve recommends be managed by or through us and 2) parLcipaLon by the qualifying representaLve in “qualifying factors” including alending markeLng events hosted or sponsored by us. Benefits that qualifying representaLves receive through the EAN Program vary by Ler, but may include, but are not limited to: enhanced training for the representaLve and his or her staff, access to our staff, enhanced client applicaLon processing and handling, business transiLon services, markeLng support, increased discounts on value-added technology services, expense reimbursement for travel to and alendance 44 of 62  certain third-party service providers on Orion Tech’s plaQorm for which Orion Tech receives revenue for the services it provides to support the integraLon creates a conflict as we are encouraged to refer or recommend those services which would generate more revenue for Orion Tech. Such services are discussed in detail below. arrangement with Strategist Data We offer a program where Strategists on our plaQorm can purchase from us data containing aggregate informaLon regarding the Investment Advisors who are researching or recommending their strategies or models. This program is voluntary for Strategists. This program creates a conflict of interest for us as we are encouraged to prefer and retain Strategists who agree to purchase such data. We miLgate this conflict by subjecLng all Strategists to the same Due Diligence process regardless of their business us. AddiLonal informaLon regarding our Due Diligence process can be found in Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure. DPL Financial Partners DPL Financial Partners (“DPL”) is a financial service provider that coordinates the provision, either directly or through its associated and licensed broker-dealer, of certain insurance products, including annuiLes. DPL supports such acLviLes through the use of a web-based plaQorm and certain associated Product Tools (collecLvely, the “DPL PlaQorm”), as well as through relaLonships that DPL has established with certain insurance carriers that offer Insurance Products. DPL offers the use of its insurance services through a membership program. DPL is unaffiliated with us or any of our affiliates. Custodian Conflicts For a discussion of the potenLal conflict of interest that could arise from the economic benefits we receive from NFS and Charles Schwab & Co., Inc. (“Schwab”) in the form of the support products and services these firms make available to us, see Item 12 – Brokerage PracLces of this Brochure. We have adopted and implemented policies and procedures we believe are reasonably designed to manage these conflicts of interest and to prevent violaLons of applicable law. into an Our affiliate, Orion Tech, has entered arrangement where DPL will share a porLon of the membership fee paid to it by any investment advisor referred to DPL by Orion Tech. DPL will also pay a technology support fee to Orion Tech for its efforts in supporLng the integraLon with the DPL PlaQorm. We do not receive any porLon of these fees. There is a conflict as the Client’s third party investment advisor which uses our advisory services described in this Brochure may also use the technology services of Orion Tech, and Orion Tech may receive revenue from DPL if the Client’s investment advisor was referred to DPL by Orion Tech and became a member of DPL. such Neither we nor Orion Tech, nor any of our affiliates, is involved in the solicitaLon or sales of the insurance products through the DPL PlaQorm. IntegraLon Systems (“CAIS”), Third Party Technology Services Arrangements We uLlize the investment advisor technology plaQorm created by our affiliate, Orion Tech. This plaQorm is available to other, unaffiliated investment advisors and features integrated third-party services available through unaffiliated financial technology providers, creaLng integrated services available to users of Orion Tech (including us). Through Orion Tech’s arrangements with third party technology providers, Orion Tech receives revenue based on the usage of the third-party service through its plaQorm. While such third-party services are typically integrated into the Orion Tech technology experience for ease of use, users of Orion Tech’s technology services are not prevented from choosing alternaLve providers. Nevertheless, the inclusion of Capital Integra:on Systems Capital itself and through its subsidiaries, offers a plaQorm for the purchase of private placements and other non- traded assets. CAIS is unaffiliated with us or any of 45 of 62  or BCI PlaQorms, will have access to UpLq’s financial insLtuLon partners that offer the lending- and deposit-related products listed below (collecLvely, the “Financial Products”). In each case, access to the Financial Products is made available to a financial advisor so that the financial advisor may idenLfy one or more selected banking insLtuLons that can offer to the Client certain Financial Products desired by the Client. Such Financial Products currently consist of the following: • Mortgage Loans — Loans relaLng to residenLal purchases, refinancing, HELOC, and construcLon loans; our affiliates. Our affiliate, Orion Tech, has entered into an arrangement where CAIS will pay Orion Tech a fee based on the value of the assets held by Clients of investment advisors who uLlize Orion Tech’s technology, including OPS or BCI PlaQorm Clients. Orion Tech will receive no fee unLl the value of such assets exceeds $100 million, and the size of the fee will increase unLl the value of such assets exceeds $500 million, at which Lme the fee will not increase. However, as the fee is based on the value of the assets on the plaQorm, the amount of revenue received by Orion Tech will increase as the value of such assets (either by market gain or addiLonal sales) will increase. We do not receive any porLon of this fee. • Working Capital — Corporate, commercial, and business working capital, expansion and acquisiLon lines of credit and loans; • Commercial Real Estate — Commercial real estate, mulLfamily and other owned occupied properLes; • SecuriLes Backed Lines of Credit (SBLOC) — Automated and highly compeLLvely priced non-purpose securiLes backed lines along with lines secured by selecLve private and alternaLve investments; • Specialty Lending — Premium financing, fund call and operaLng lines of credit, along with others; • Watercram and Aircram Lending — New and used watercram and/or aircram purchases and refinancing; and A Client’s Investment Advisor which uses our advisory services described in this Brochure may also use the technology services of Orion Tech, and may recommend that Clients allocate a porLon of their assets to one or more offerings available on the CAIS plaQorm. In addiLon, if Clients engage our Wealth Advisory service, we may recommend that Clients allocate a porLon of Client assets to one or more offerings available on the CAIS plaQorm. This creates a conflict for us as Orion Tech may receive revenue from CAIS if Clients invest in any offering on the CAIS plaQorm through their investment advisor or our Wealth Advisory plaQorm. This revenue to Orion Tech is in addiLon to the advisory fee we receive for the Wealth Advisory services provided to the Client described in Item 4 – Advisory Business and Item 5 – Fees and CompensaLon of this Brochure. • FDIC Insured Deposit Program — In-porQolio cash balances, held away debit/transacLonal cash and outside client cash savings with $2 to $100 million of insurance per tax ID. Orion Cash and Credit Orion Cash and Credit offers third-party financial advisors who uLlize the OPS and BCI PlaQorms access to an array of banking and lending soluLons and related services. These services are offered to our Clients by UpLq, Inc. (“UpLq”) through an integraLon with the plaQorm of our affiliate, Orion Tech. Orion Tech, will receive a fee for Orion Tech clients who are referred to UpLq’s plaQorm, including our Clients. Flourish Financial, LLC Flourish Financial, LLC (“Flourish”) offers a plaQorm for Investment Advisors to assist in managing their client’s cash held in checking, savings, or similar banking products. Flourish is unaffiliated with us or any of our affiliates. Our affiliate, Orion Tech, has entered into an arrangement where Flourish will pay Orion Tech a fee based on the value of the balances held by clients of investment advisors who uLlize Investment Advisors that uLlize the integraLon to the UpLq plaQorm, including advisors who use the OPS 46 of 62  including OPS or BCI Orion Tech’s technology, PlaQorm Clients. A Client’s Investment Advisor which uses our advisory services described in this Brochure may also use the technology services of Orion Tech, and may recommend that Clients uLlize the services of Flourish. parent company or affiliate of one of our third-party Strategists. This creates a conflict for us as we may be encouraged to approve for our plaQorm a Strategist based on this relaLonship. We miLgate this conflict by requiring that all third party be subject to our Due Diligence process, including review and approval by our Investment Due Diligence Commilee, prior to being placed on our plaQorm. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for addiLonal informaLon regarding our Due Diligence process. in outside acLviLes, Board Member Ac0vi0es The Board Members of our parent company may be including being engaged employed by or serving as a board member of the 47 of 62  Item 11 – Code of Ethics, ParCcipaCon or Interest in Client TransacCons and Personal Trading • disclose the holdings in a Client’s porQolios (except, in the case of any employee of us or any of our affiliates, as required to carry out his or her employment-related duLes to Clients or as required by applicable securiLes laws). In addiLon, each employee must: • • conduct all of his or her business acLviLes in accordance with the requirements of the Code and consistent with our fiduciary duLes to Clients; comply with all applicable federal securiLes laws; • promptly report any violaLons of the Code to our Chief Compliance Officer or Compliance Department; and Code of Ethics We have adopted a Code of Ethics (the “Code”) which meets the requirements of Rule 204A-1 promulgated under the Investment Advisers Act of 1940. The Code sets forth a standard of business conduct required of all of our employees (which includes all of our officers, directors, and employees as well as any other person who provides advice on our behalf and is subject to our supervision and control). We effecLvely treat each employee as an “access person” as defined in Rule 204A-1. Our employees do not include employees of unaffiliated Strategist or Investment Advisors who refer Clients to us (in a solicitor arrangement) or who recommend our services (in a co-advisory relaLonship), each of whom is required to adopt its own code of ethics applicable to these individuals. • annually cerLfy that he or she has received, read and understands the Code, has complied with all requirements of the Code securiLes and disclosed all personal transacLons required pursuant to the Code. The Code is based, in part, upon the principle that we and our employees owe a fiduciary duty to Clients. Each employee must act in a manner as to avoid (1) placing his or her own personal interests ahead of Clients; (ii) taking inappropriate advantage of his or her posiLon with us; and (iii) any actual or potenLal conflicts of interest or any abuse of his or her posiLon of trust and responsibility. The Code provides that employees and members of their households may not: • • material Each employee has already furnished to our list of all securiLes Compliance Department a required to be reported under the Rule in which either such employee or members of his or her household own a beneficial interest (“Reportable SecuriLes”), which list must be updated annually. In addiLon, by the thirLeth day following each calendar quarter, each employee must provide our reports of all Compliance Department with Reportable SecuriLes transacLons during such quarter. trade in any security while in possession of material nonpublic informaLon about the issuer of a security; communicate nonpublic informaLon about any publicly traded issuer of any securiLes to anyone else except in the ordinary course of his or her employment- related duLes; • disclose to other persons the securiLes acLviLes engaged in or contemplated for Client porQolios; or We have no direct or indirect control over the investment decision-making process of unaffiliated Strategists. Accordingly, since our employees are generally not aware of investment decisions of unaffiliated Strategists, our employees may buy or sell for their personal accounts securiLes which are 48 of 62  Employees are also subject to restricLons on giving gims to, or receiving gims from, certain persons and in dollar amounts that exceed a certain de minimis amount. A copy of the Code is available, upon request, by contacLng us at (800) 379-2513. recommended by Strategists for Client accounts. However, if we receive confidenLal informaLon regarding an issuer from a Strategist, we may list for such securiLes. establish a restricted Employees are prohibited from personally, or on behalf of a household member, purchasing any securiLes on a restricted list. In the event that an employee owns a security that was purchased prior to being placed on the restricted list, the employee must obtain approval (pre-clearance) from the Chief Compliance Officer prior to entering any securiLes transacLon in their personal accounts for the sale of that security. In addiLon, each employee must receive prior approval from our Chief Compliance Officer or their designee for (i) any purchase of securiLes in an iniLal public offering or a limited offering for the benefit of such employee or member of his/her household or (ii) serving on the boards of directors of any public corporaLon. Par<cipa<on or Interest in Client Transac<ons If Clients select a DesLnaLons Funds strategy, we will uLlize DesLnaLons Funds, which are our affiliated mutual funds, in the management of the Client’s account. Clients are advised of the use of DesLnaLons Funds in their agreement with us and in the applicable strategy descripLons, and have the right, at any Lme, to prohibit us from invesLng any Client managed assets in DesLnaLons Funds. We and our employees occasionally buy or sell securiLes idenLcal to those recommended to the Client. It is our express policy that any person employed by us is prohibited from profiLng at the expense of Clients and from compeLng with Clients. 49 of 62  Item 12 – Brokerage PracCces brokers. Nevertheless, as more fully detailed below, we do realize certain benefits and services in connecLon with custodial partners that we work with to service Client accounts. Brokerage for Client Referrals Neither we nor any of our related persons receive Client referrals from broker-dealers or third parLes in exchange for selecLng or recommending a broker- dealer. Directed Brokerage Generally, our Core Asset Manager and Wealth Advisory programs require Clients to designate either NaLonal Financial Services, LLC (“NFS”) or Charles Schwab & Co., Inc. (“Schwab”), each of which is a FINRA-registered broker-dealer, as their custodian and clearing broker, and authorize us to submit all equity trades through the designated custodian unless the Strategist (as applicable) determine that beler execuLon may be obtained through an alternaLve broker. All fixed income transacLons are executed at brokers other than the designated custodian (unless a Strategist determines the custodian can provide best execuLon) and managers have authority to select brokers who will effect such trades. To parLcipate in our Strategist Program, Separately Managed Account Program, High Net Worth Programs, Core Asset Manager Program, and ETF and Mutual Fund PorQolios described in Item 4 – Advisory Business of this Brochure, we require that Client Accounts be held with a qualified custodian. We submit trades directly to the Client’s custodian. If Clients direct us to manage assets with a specific broker-dealer or custodian, including broker-dealers and custodians that have been pre-approved by us, Clients have the sole responsibility for negoLaLng commission rates and other transacLon costs. If Clients select a specific broker, we will not be required to affect any transacLon through the specified broker if we reasonably believe that to do so would result in a breach of our fiduciary duLes. Clients are advised that by instrucLng us to submit all transacLons on behalf of a Client’s Account for execuLon at the specified broker, a disparity may exist between the commissions borne by the Client and the commissions borne by our other Clients that do not direct us to use a specified broker. Clients may also not necessarily obtain commission rates and execuLon as favorable as those that would be obtained if we were able to place transacLons with forego other broker-dealers. Clients also may benefits that we may be able to obtain for them through negoLaLng volume discounts or block trades. As discussed in Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure, ConstellaLon Trust Company (“CTC”) is our affiliate. Clients are under no obligaLon to select CTC as their custodian, and Clients are free to select any of the custodians we are able to work with. In evaluaLng which broker or dealer other than the designated custodian will provide best execuLon, Strategist (as applicable) will consider the full range and quality of a broker’s or dealer’s services including, among other things, the value of research provided, execuLon capability, commission rate, financial responsibility, market making capabiliLes and responsiveness. Although we currently do not receive any som dollar benefits, we may in the future select broker-dealers that provide research or other transacLon-related services and may cause the account to pay such broker-dealer commissions for effecLng transacLons in excess of commissions other Research and Other SoM Dollar Benefits We, as a maler of policy and pracLce, do not uLlize research or other products or services other than execuLon from broker-dealers or third parLes in connecLon with Client securiLes transacLons and do not receive so-called "som dollar" benefits from 50 of 62  it determines that the designated custodian cannot provide best execuLon. However, Clients will be charged any brokerage commissions or fees arising in connecLon with trades that are not affected through the designated custodian for their account. broker-dealers may have charged. In such event, we will revise this Brochure to discuss any som dollar benefits it receives. Such research and other services may be used for our own accounts and for other Client and affiliated Client accounts to the extent permiled by law. Both NFS’s and Schwab’s execuLon procedures are designed to make every alempt to obtain the best execuLon possible, although there can be no assurance that it can be obtained. Clients should consider whether or not the appointment of NFS or Schwab, as applicable, as the sole broker for equity trades may or may not result in certain costs or disadvantages to the Client as a possible result of less favorable execuLons. ExecuLon through a broker other than the designated custodian will increase costs to the Client because our fee does not include brokerage fees or commissions associated with trades executed through a broker-dealer other than the designated custodian and does not include markups and markdowns. Because of this, in order to minimize Client trading costs, most trades for Client accounts are executed through the designated custodian. While we require Clients to use NFS or Schwab as their custodian and broker for any account in the Core Asset Manager and Wealth Advisory programs, Clients will decide whether to do so and open an account with NFS or Schwab (as applicable) by entering into an account agreement directly with such firm. We do not open the account for the Client. Generally, if Clients do not wish to place their assets with NFS or Schwab, then we cannot manage the Client’s Account. From Lme to Lme, and at our sole discreLon, very large accounts parLcipaLng in the Core Asset Manager program may use a firm other than NFS or Schwab as their custodian. Not all advisors require their Clients to use a parLcular broker-dealer or other custodian selected by the advisor. Even though Client Accounts are maintained at NFS or Schwab, we and Strategists retained by us to manage Client Accounts can sLll use other brokers to execute trades for their account, as described in the preceding paragraphs. How We Select Brokers/Custodians In selecLng a custodian and clearing broker, we seek to obtain custody and brokerage services on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: • transacLon execuLon • • to • breadth of combinaLon of services and asset custody services; capability to execute, clear and selle trades (buy and sell securiLes for Client accounts); transfers and facilitate capability payments to and from accounts (wire transfers, check requests, bill payment, etc.); investment products made available (stocks, bonds, mutual funds, ETFs, etc.); Inasmuch as the investment advisory agreement for the Core Asset Manager and Wealth Advisory programs designates NFS or Schwab as the Client's custodian and clearing broker, Strategists generally lack authority to select broker-dealers to execute trades in equity securiLes in the Client's account. Accordingly, Strategists are not authorized to negoLate commissions and their account may not be able to parLcipate in block trades effected by a Strategist for its other accounts. As a result, from Lme to Lme Client accounts may not obtain best execuLon on a parLcular trade. However, on a case- by-case basis, we will authorize a Strategist for a Wealth Advisory or Core Asset Manager account to effect trades of equity securiLes through another broker-dealer, if we or the Strategist determine that the designated custodian cannot provide best execuLon for the account. Similarly, we may effect trades for accounts through another broker-dealer if 51 of 62  • overall quality of services; • Program Manager may find that placing trades with the custodian is omen the most favorable trading opLon for a Client. • compeLLveness of the price of those services (which impacts what BCI charges its Clients); reputaLon, financial strength and stability of the provider; and • availability of other products and services that benefit BCI, its Clients and solicitor firms. For the SMA Program, we expect that most transacLons will be traded through the custodian. However, certain SMA Program Managers will direct most, if not all, of their trades to outside broker- dealers, including broker-dealers who are affiliates of the SMA Program Managers. Since the fees paid to the custodian for their clearing and custody services only cover transacLons effected through the custodian, transacLons through any other broker- dealer would normally include an add-on cost of the commission or the dealer mark-up or mark-down and these addiLonal trading costs may increase a Client’s overall costs. capabiliLes, speed, We take into account the fact that transacLon costs on trades effected through brokers other than the designated custodian are not included in the SMA Program fee in evaluaLng whether the designated custodian is providing best execuLon. The fees charged through the SMA Program will not necessarily be as favorable as those which might be obtained through another investment advisor that authorizes a SMA Program Manager to select brokerage firms and that bills the Client separately for execuLon, clearing and custody services, and investment advisory services. Inc. insLtuLonal brokerage Custody and Brokerage Costs SMA Program Managers have the authority to effect transacLons through broker-dealers other than the custodian for the Client account, including a broker- dealer which is an affiliate of such SMA Program Manager, when the SMA Program Manager reasonably believes that another broker-dealer may effect such transacLons at a price, including any commissions or dealer mark-up or mark-down, that is more favorable to the account than would be the case if transacted through the custodian. In addiLon, even if the price is not more favorable, for the selecLon of such broker-dealer, the SMA Program Manager may consider all relevant factors, including efficiency, execuLon confidenLality, familiarity with potenLal purchasers or sellers, or any other relevant malers. We refer to trades in which the custodian is not the execuLng broker as “step-out trade(s).” If the Client’s SMA Program Manager trades with another firm, the account may be assessed other trading related costs (mark-ups, mark-downs and commissions) by the other broker-dealer. In addiLon, the custodian charges the Client a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the SMA Program Manager has executed by a different broker-dealer but where the securiLes bought or the funds from the securiLes sold are deposited (selled) into the Client’s account. These fees are in addiLon to the commissions or other compensaLon Clients pay the execuLng broker-dealer. The costs of the execuLng broker and any trade away fees imposed by the custodian are in addiLon to our and the SMA Program Manager fees. For this reason, an SMA Products and Services Available to Us from NFS and Schwab NaLonal Financial Services, LLC (“NFS”) and Charles Schwab & Co., (“Schwab”) provide us, Investment Advisors, and their Clients with access to their trading, custody, reporLng and related services, many of which are not typically available to their retail customers. These firms also make available various support services to us, Clients, and the Client’s advisor. Some of those services help us manage or administer the Client’s accounts at such custodians while others help us manage and grow our business. These support services generally are available on an unsolicited 52 of 62  basis (i.e., we do not have to request them) and at no addiLonal charge to us. the most we receive rather than the Client's best interest in receiving favorable execuLon of transacLons, which is a potenLal conflict of interest. We believe, however, that the selecLon of these firms as custodian and broker is in the Client's best interest. It is primarily supported by the scope, quality, and price of their services (based upon the factors discussed above) and not on those services that benefit only us. The NFS and Schwab insLtuLonal brokerage services include access to a broad range of investment products, execuLon of securiLes transacLons, and custody of Client assets. The investment products available through these firms include some to which we might not otherwise have access or that would require a significantly higher minimum iniLal investment by Clients. The services generally benefit Clients. Aggrega<on With respect to those Client accounts which we directly select and / or manage investments, most trade orders will be aggregated when we are purchasing or selling the same security for mulLple clients in our various advisory programs. The porQolio specialist or other authorized person will determine when orders should be aggregated. NFS and Schwab also make available to us other products and services that benefit us but may not directly benefit the Client. These products and services assist us in managing and administering Client accounts and include somware and other technology that: • submission investment criteria, • • provide access to Client account data (such as duplicate trade confirmaLons and account statements); facilitate OPS’s for trade execuLon by NFS and Schwab and allocate aggregated trade orders for mulLple Client accounts; facilitate payment of our fees from Client accounts; and with • assist back-office funcLons, recordkeeping, and client reporLng. NFS and Schwab also offer other services intended to help us manage and further develop our business. These services include: • educaLonal conferences and events; • While the goal of aggregaLon is to achieve equitable allocaLon of investment opportuniLes and trades, each Client cannot be treated exactly alike, and all allocaLons cannot be done on the basis of a pre- determined formula. There are differences in each Client’s needs, investment objecLves, and size and fee levels. To the extent more than one Client seeks to acquire the same security at the same Lme, it may not be possible to acquire a sufficiently large quanLty of the same security, or we may have to pay a higher price or obtain a lower yield for the security. Similarly, Clients may not be able to obtain as high a price for, or as large an execuLon of, an order to sell (including short sales) a parLcular security when we are acLng for more than one Client at the same Lme. It also may not be feasible to make every limited investment opportunity available to all Clients. technology, compliance, legal, and business consulLng; and • publicaLons and conferences on pracLce management and business succession. It is our standard pracLce to invest Client funds into the model or strategy selected for their account the day amer the funds are received, unless the Client or their Investment Advisor instruct us otherwise. With respect to those Client Accounts which are managed by an unaffiliated Strategist, aggregaLon of trade orders, if any, are allocated to Client accounts The availability of these services from NFS and Schwab benefits us because we do not have to produce or purchase them. This may create an incenLve for us to require Clients to maintain their accounts with NFS or Schwab based on the benefits 53 of 62  in accordance with the unaffiliated Strategist's procedures for aggregaLon. We require all Strategists in the programs to have policies and procedures to assure equitable allocaLon of trades among all of the Strategist's plaQorm Client accounts, including BCI and OPS PlaQorm Clients. our trading pracLces, gathering relevant informaLon, periodically reviewing and evaluaLng the services provided by broker-dealers, the quality of execuLons, research, commission rates, and overall brokerage relaLonships, among other things. The commilee is comprised of representaLves from porQolio management, trading, and compliance. the broker-dealer’s Best Execu<on To the extent that we are responsible for selecLng the broker-dealer to effect transacLons for the Client’s account, we seek to achieve best execuLon for Client transacLons such that the net proceeds to the Client and the overall qualitaLve execuLon are the most favorable under the circumstances. In selecLng a broker-dealer, we consider the full range and quality of the services offered by the broker- dealer, including, but not limited to, execuLon capabiliLes, the commission rate charged, the value of research provided, the ability to obtain volume discounts, financial responsibility, and their responsiveness to us and the Client. Please see Item 14 – Client Referrals and Other CompensaLon of this Brochure for informaLon regarding services and benefits we may receive from other broker dealers. Trade Error Policy We have internal controls for the prevenLon of trade or model porQolio allocaLon errors. However, on occasion, errors may occur. We recommend that Clients regularly review their custodial statements. In the event a Client idenLfies an error, the Client has 45 days from their statement date to noLfy us of its existence. Upon noLficaLon, we will perform an analysis of the reported discrepancy. If we are responsible for the error, we will seek to correct the error in a way that returns the Client’s account to where it would have been had the error not occurred. In the event an error results in a gain, we or the Client’s custodian will retain such gains. If Clients noLfy us of a potenLal error more than 45 days amer their statement date and we are responsible for the error, we will reimburse the Client for any damage caused to their account from the date of the error through 45 days amer the Client’s statement date. We maintain a record of idenLfied errors, including details of the original transacLon and the correcLve acLons. We have an Investment Commilee that meets on a quarterly basis and handles our best execuLon review through their oversight of our trade execuLon pracLces and to evaluate the full range and quality of broker-dealers used to execute transacLons in order to ensure our trading pracLces are appropriate. The Investment Commilee is responsible for monitoring 54 of 62  Item 13 – Review of Accounts between the Client and their Investment Advisor. Our services will be limited to managing Client accounts in the manner idenLfied by the Client to us, which will include trading, billing, and reporLng, as those services are idenLfied in the agreement between the Client and us. investments upon strategy. Solicitor Arrangements For our BCI PlaQorm, if a Client is introduced to us by a solicitor Investment Advisor, we will recommend an asset allocaLon involving various asset classificaLons and investment styles and will idenLfy for the Client suitable Strategists or other to implement the investment disciplines included in the agreed Our investment recommendaLons will be based on informaLon provided by the Client and the Client’s Investment Advisor to us regarding the Client’s objecLves, assets, risk tolerance, Lme horizon, personal situaLon and investment experience. Affiliate Technology Reviews of Client Accounts are facilitated through an arrangement with our affiliate, Orion Tech (see Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure). We have engaged Orion Tech to provide a “back office” system which enables us to gather and aggregate Client data from mulLple plaQorms and providers, maintain porQolio models, review models and accounts for variances, analyze account performance, generate quarterly and other reports, facilitate the trading of the Clients accounts, and make informaLon available on-line via the internet, in a secure manner, to the Client and their Investment Advisor. Thereamer, we monitor the performance of each Strategy. The Investment Advisor who introduced the Client to us has agreed to make periodic contact with the Client, in a manner consistent with Investment Advisor’s fiduciary obligaLons and applicable law. Together, the Client and their Investment Advisor determine whether a change in the Client objecLves warrants a change in the criteria used to manage the Client’s assets. If any informaLon changes, Clients are responsible for promptly advising us of any changes. If the informaLon is current, no further acLon is required. We provide Clients with wrilen quarterly reports on the performance of their total account compared to standard industry indices. Unaffiliated Advisors We do not review specific investments made by unaffiliated Strategists of separate accounts or funds. We do not rebalance or change the asset allocaLon in a Client’s non-discreLonary Core Asset Manager or Wealth Advisory account unless the Client requests us to review the agreed upon investment strategy. We do rebalance and acLvely change the asset allocaLon of certain discreLonary investment strategies referenced in Item 4 – Advisory Business of this Brochure, and other discreLonary accounts within the Wealth Advisory program as warranted. We do not change the investment strategy for an account unless the Client requests us to review the agreed upon investment strategy or the Client or their Investment Advisor instruct us to do so. Co-Advisory Arrangements For our BCI PlaQorm (if Clients engage us for advisory service via a co-advisory arrangement with an unaffiliated third-party Investment Advisor) and for our OPS PlaQorm, the Investment Advisor will recommend an asset allocaLon involving various asset classificaLons and investment styles and will idenLfy for the Client suitable Strategists or other investments to implement the investment disciplines included in the investment strategy agreed upon 55 of 62  Item 14 – Client Referrals and Other CompensaCon Referral Arrangements Certain unaffiliated Investment Advisors refer Clients to us through a solicitor arrangement. Details regarding the circumstances and compensaLon of these arrangements can be found in Item 4 – Advisory Business and Item 5 – Fees and CompensaLon of this Brochure, respecLvely. Educa<on Seminars We organize educaLonal seminars for Investment Advisors who recommend our investment programs to their Clients that may be sponsored or co- sponsored by various Strategists and mutual fund managers that parLcipate in our programs. PorQolio managers who parLcipate in this program pay a fee which is used to defray our expenses associated with in the such events. A Strategist's parLcipaLon program is voluntary. We do not consider a Strategist’s parLcipaLon in any of our programs in making manager recommendaLons to Clients. Marke<ng Support We compensate Investment Advisors for certain approved markeLng reimbursement expenses, including but not limited to Client appreciaLon events. Certain Investment Advisors and their investment advisory firms are paid a fee for the administraLve and due diligence expenses incurred in offering our services to Clients of their Investment Advisors. These fees are either a flat dollar amount or based upon a percentage of the value of new or exisLng accounts referred to us by the applicable Investment Advisors. These fees may also be used to sponsor conferences hosted by Investment Advisors or their investment advisory firms. Investment Advisors are invited to alend seminars and meeLngs hosted by us. The purpose of these meeLngs is to provide general market and industry informaLon as well as informaLon about our services. For certain Investment Advisors, we bear the full costs associated with the Investment Advisor’s alendance of such meeLngs. Marke0ng Support We may also pay certain broker-dealer or Investment Advisors an administraLve or markeLng fee (either a percentage of the referred Client’s assets under management or a fixed annual fee) to compensate the referring firm for certain administraLve and markeLng services and/or to support or parLcipate in educaLonal conferences and events and training programs sponsored or co-sponsored by such firms. Such compensaLon arrangements may be ongoing or in connecLon with limited promoLonal programs and are disclosed as required under 17 CFR SecLon 275.206(4)-1(b). From Lme to Lme, we may also parLcipate as a sponsor of conferences and educaLonal and promoLonal events organized by Investment Advisors. Fees paid by us for such sponsorship opportuniLes help defray expenses associated with such events. administraLve or markeLng Economic Benefits We receive economic benefits from NFS and Schwab in the form of the support products and services these firms make available to us and other independent investment advisors that have their Clients maintain accounts at these broker-dealer firms. These products and services, how they benefit us, and the related conflicts of interest are described in Item 12 – Brokerage PracLces of this Brochure. The availability to us of these products and services is not based on our giving parLcular investment advice, such as buying parLcular securiLes for Clients. Such fees or sponsorships are paid by us from our own assets and do not result in any differenLal in the management fee charged by us for accounts with respect to which we pay such fees and those with respect to which we do not pay such fees. Since the compensaLon paid to the Client’s Investment Advisor, parLcularly during any promoLonal programs, may be more than what the Investment Advisor would receive if the Client parLcipated in investment programs sponsored by other investment advisors, the Investment Advisor 56 of 62  may have a financial incenLve to recommend our programs over other programs or services. accounts not maintained at Schwab. In addiLon to investment research, Schwab also makes available somware and other technology that: / Custodian Related • • provides access to Client account data (such as duplicate trade confirmaLons and account statements); facilitates trade execuLon and allocate aggregated trade orders for mulLple Client accounts; • provides pricing and other market data; • • assists facilitates payment of our fees from Clients’ accounts; and with back-office funcLons, recordkeeping and Client reporLng. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: Broker-Dealer Compensa<on Schwab Advisor Services Schwab Advisor Services (”SAS”) is Schwab’s business serving independent investment advisory firms like ours. SAS provide us and the Client with access to Schwab’s insLtuLonal brokerage trading, custody, reporLng and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer Client accounts while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis and at no charge to us as long as we maintain a total of at least $10 million of PlaQorm Clients’ assets in accounts at Schwab. • educaLonal conferences and events • technology, compliance, legal, and business consulLng; • publicaLons and conferences on pracLce management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab’s insLtuLonal brokerage services include access to a broad range of investment products, execuLon of securiLes transacLons, and custody of Client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum iniLal investment by in this the Client. Schwab’s services described paragraph generally benefit the Client or Client account(s). Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. IrrespecLve of direct or indirect benefits to Clients through Schwab, we strive to enhance the Client’s experience, help reach their goals, and put their interests before that of our firm or its associated persons. Schwab also makes available to us other products and services that benefit us but may not directly benefit the Client or their account(s). These products and services assist us in managing and administering Client accounts. They include investment research, both Schwab’s own and that of third parLes. We may use this research to service all or some substanLal number of PlaQorm Clients’ accounts, including 57 of 62  Item 15 – Custody In addiLon, Clients will We do not maintain custody of Client assets (although we may be deemed to have legal custody of Client assets if Clients give us authority to withdraw assets from their account, including the withdrawal of fees). While we do not maintain custody of funds or securiLes, ConstellaLon Trust Company (“CTC”), our subsidiary, does maintain custody of Client funds and securiLes. As CTC is not considered to be operaLonally independent of us, we are subject to an annual surprise exam conducted by an independent, third-party public accountant is registered with and subject to regular that inspecLon by the Public Company AccounLng Oversight Board (PCAOB). will receive monthly statements. For conduit accounts (i.e., accounts which hold funds awaiLng investment or dispersal and which generally do not have monthly acLvity), Clients will receive quarterly statements. receive confirmaLon of all security transacLons from the clearing firm either on a trade-by-trade basis, quarterly by mail, or through our website. Quarterly online access or delivery by mail is available to Clients if a Client submits a wrilen request (which may be by email or through our website) in advance of such delivery. We urge Clients to carefully review such statements and compare such official custodial records to the account statements that we may provide. Our statements may vary from custodial statements based on accounLng procedures, reporLng dates, or valuaLon methodologies of certain securiLes. investment objecLves, important In addiLon to Client’s statements, Clients have access to their account informaLon at all Lmes via our website at porQoliologin.com where Clients can view investment policy their statement and other informaLon regarding the management of their account. Clients are advised to periodically review all account informaLon to ensure it remains accurate in our records. Client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. As discussed in Item 12 – Brokerage PracLces of this Brochure under the heading “Directed Brokerage,” if Clients parLcipate in the Core Asset Manager or Wealth Advisory programs, Clients may select either NFS (directly or through Fidelity Brokerage Services, LLC for accounts other than those parLcipaLng in Core Asset Manager or Wealth Advisory) or Schwab to maintain actual custody of Client assets. If Clients parLcipate in the DesLnaLons program, Clients may select Fidelity or NFS to maintain custody of the Clients’ account. If Clients invest in the DesLnaLons program through third- party plaQorms, Clients will generally be required to maintain their accounts with a qualified custodian selected by the sponsor of such program. We will generally communicate with Clients via lelers, market updates, and other literature. Under circumstances where a Client has expressly consented, correspondence and noLficaLons will be sent via electronic means (such as e-mail) or posted to a secure web site. Clients will receive monthly or quarterly statements for their accounts directly from the custodian. For managed accounts that have monthly acLvity, Clients 58 of 62  Item 16 – Investment DiscreCon Except where we are granted Full DiscreLon, we do investment discreLon over Client not exercise accounts. the Client’s or the Client’s appointed advisor’s specific instrucLons, including implementaLon of a Strategist model, and in accordance with our Trading Policy. Under Limited Billing Authority, our authority is limited to submikng instrucLons to the Client’s custodian to complete the deducLon of agreed-upon advisory fees from the Client’s account, as authorized by the Client. Upon terminaLon of our services, we will have no further obligaLon or authority to recommend or take any acLon with respect to a Client’s account. AddiLonal informaLon relaLng to our discreLon or authority can be found in Item 4 – Advisory Business. When a Client grants us Full DiscreLon, the Client authorizes us, without obtaining prior specific consent for each transacLon, to buy and sell securiLes and determine the amount of securiLes to be purchased or sold in the account. Investments will be made on behalf of the Client in accordance with the strategy selected by the Client or by the Client’s appointed advisor. We may, at our own discreLon, allow Clients to invest in programs below the stated account minimums. In cases where we determine the broker or dealer to be used, we will seek to obtain the best execuLon possible under the circumstances. Custodian Discre<on For a discussion regarding our discreLon in connecLon with the selecLon of custodians, see Item 10 – Other Financial Industry AcLviLes and AffiliaLons of this Brochure. When a Client grants us Limited Trading Authority or Limited Billing Authority, the Client authorizes us to act only within the scope of that limited authority. Under Limited Trading Authority, we may direct the purchase and sale of securiLes in accordance with 59 of 62  Item 17 – VoCng Client SecuriCes is solely for the benefit of plan parLcipants and their beneficiaries. In the DesLnaLons program, proxy ballots are sent directly to Clients. However, if Clients indicate on the custodial account applicaLon form (in the manner required by the custodian) that we are to vote proxies on their behalf, their account is included in a rolled-up ballot which is voted by us in accordance with recommendaLons from a Proxy Voter. Our Investment Commilee has the responsibility to monitor proxy voLng decisions for any conflicts of interests, regardless of whether they are actual or perceived. If at any Lme any supervised person becomes aware of any potenLal, actual, or perceived conflict of interest, the supervised person is required to contact the Chair of the Investment Commilee or the Chief Compliance Officer immediately and prior to the vote being cast, if possible. The Investment Commilee may cause any of the following acLons to be taken in that regard: Summary Of Proxy Vo<ng We vote proxies for certain Client accounts. Please refer to the Terms and CondiLons or investment advisor agreement for details regarding proxy authority. If Clients grant us proxy voLng authority, Clients authorize us to appoint the various Strategists who have trading authority, to vote proxies for securiLes held in their account with such manager. in accordance with the We will vote proxies instrucLons of the Strategist(s) for securiLes held in the Client's account with the manager, provided that the instrucLons are Lmely received by us. If the Strategist’s instrucLons are not Lmely received, we shall vote the proxies for these securiLes, as well as proxies for any other securiLes held in a Clients account, in accordance with the recommendaLons provided by an independent proxy voLng advisory service (a “Proxy Voter”). For Strategists that provide a model to us in which we have trading authority, we shall vote the proxies of the securiLes in accordance with the recommendaLons provided by a Proxy Voter. • Vote the proxy in accordance with the vote indicated by the Guidelines; in accordance with • Vote the relevant proxy contrary to the vote that would be indicated by the Guidelines, provided that the reasons behind the voLng decision are in the best interest of the Client, reasonably documented, and are are approved by the Chief Compliance Officer; or • Direct the Proxy Voter to vote in accordance with its independent assessment of the maler. We retain the right to vote proxies for mutual fund shares and ETF shares. Generally, we vote such recommendaLons proxies provided by a Proxy Voter. However, we retain the right to vote the proxies without a recommendaLon from a Proxy Voter if a Client’s accounts own in the aggregate one percent (1%) or more of the outstanding shares of the issuer as of the record date, provided that all such decisions are made in accordance with our Proxy VoLng Policy and Procedures (the "VoLng Policy"). In the event we are voLng such proxies without a recommendaLon from a Proxy Voter, the guiding principle by which we vote on all malers submiled to security holders is the maximizaLon of the ulLmate economic value of Clients’ holdings (the "Guidelines"). For accounts subject to ERISA and other covered person benefit plans, the focus on the realizaLon of economic value If any potenLal conflict is either determined not to exist, or is resolved, the relevant Strategist will determine the appropriate vote. The Strategist will retain all documents prepared by him/her (or at his/her direcLon) that were material to making a decision on how to vote or that memorializes the basis for the decision. 60 of 62  We and all Strategists retained by us have adopted and implemented wrilen policies and procedures. We will provide these policies and procedures to each Client using their investment management services in compliance with current regulaLons. A copy of our VoLng Policy is available, upon request, by contacLng us at 859-426-2000. confidenLality of the parLcular votes that we cast on behalf of Clients; however, we will obtain and make available to each Client the voLng record of each Strategist with respect to their account upon receipt of a wrilen request. Clients may obtain details of how we voted the securiLes in their account by contacLng us at 859-426-2000. The Proxy Voter posts its secure informaLon regarding that vote on website. Absent any legal or regulatory requirement to the contrary, it is generally our policy to maintain the 61 of 62  Item 18 – Financial InformaCon Audited Balance Sheet The requirement to provide an audited balance sheet is not applicable to us as we do not require Clients to prepay fees six months or more in advance. to meet contractual Financial Condi<on We have no financial commitment that impairs our ability and fiduciary commitments to Clients and have not been the subject of a bankruptcy proceeding. 62 of 62 

Item 1 – Cover Page Wrap Fee Program Brochure Orion Portfolio Solutions, LLC 17605 Wright St Omaha, NE 68130 (859) 426-2000 www.orion.com/wealth-management This Wrap Fee Program Brochure (“Brochure”) provides information about the qualifications and business practices of Orion Portfolio Solutions, LLC dba Brinker Capital Investments (“OPS,” “Brinker,” “BCI”, “we,” “us,” or “our”). If you have any questions about the contents of this Brochure, please contact us at 859-426-2000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the "SEC") or by any state securities authority. OPS is a registered investment advisor. Investment advisor registration does not imply a certain level of skill or training. Additional information about OPS is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about those individuals who are registered as investment advisor representatives of OPS. Updated: March 31, 2026 1 of 47  Item 2 – Material Changes This Brochure is dated March 31, 2026. Our last annual update was on March 31, 2025. Since our last update, we have made the following changes: • Updated disclosures in Items 4 and 9 to provide clarity as to how discretionary authority is granted in our relationships and the authorization process used for fee deduction for Client accounts. Our August 11, 2025, update contained the following changes to Item 4: • That services may be provided by us through a sub-advisory relationship. • A new advisory offering, Brinker Blended Portfolios. • That the Capital Group ETF Strategies Program may, at our discretion, incorporate Exchange Traded Products that are not managed by Capital Group. 2 of 47  Item 3 – Table of Contents Item 1 – Cover Page .................................................................................................................................................. 1 Item 2 – Material Changes ........................................................................................................................................ 2 Item 3 – Table of Contents ........................................................................................................................................ 3 Item 4 – Services, Fees and Compensation .............................................................................................................. 4 Item 5 – Account Requirements and Types of Clients ............................................................................................ 23 Item 6 – Portfolio Manager Selection and Evaluation ............................................................................................ 24 Item 7 – Client Information Provided to Portfolio Managers ................................................................................. 34 Item 8 – Client Contact with Portfolio Managers ................................................................................................... 36 Item 9 – Additional Information ............................................................................................................................. 37 3 of 47  Item 4 – Services, Fees and Compensation interest of Orion and each of Background and Principal Owners Orion Portfolio Solutions, LLC is a subsidiary of Orion Advisor Solutions, Inc. (“Orion”). Investment entities controlled and managed by Genstar Capital Partners LLC and TA Associates, LLC and its affiliates own a majority its subsidiaries, including us. services Advisory Services About Our Investment Advisory Programs We offer our advisory services under two primary offerings (each a “Platform”): (1) Orion Portfolio Solutions, LLC (“OPS”), which offers reporting and administrative services to investment advisors and broker-dealer (collectively representatives “Investment Advisors”), and (2) Brinker Capital Investments (“BCI”), which offers advisory and investment management services previously offered by Brinker Capital Investments and CLS Investments. Each offering for features various Investment Advisors to utilize in connection with their advisory clients (“Clients”) as further explained below. The following table outlines the available types of relationships and level of our authority for each service offering. Level of our Authority Platform OPS Relationship Type Co-Advisory • • Limited Trading Authority- implementing trading instructions provided by Client or Investment Advisor based on selected investment strategy Limited Billing Authority – implementing billing instructions provided by Client Sub-Advisory • • Limited Trading Authority– implementing trading instructions provided by Investment Advisor, if selected by Investment Advisor. Limited Billing Authority– implementing billing instructions provided by Investment Advisor if authorized by Client. BCI Solicitor • Co-Advisory • • • Full discretion – selecting investment strategies and trading the securities as needed to implement the strategies Limited Billing Authority– implementing billing instructions provided by Client Limited Trading Authority- implementing trading instructions provided by Client or Investment Advisor based on selected investment strategy Limited Billing Authority– implementing billing instructions provided by Client “co-advisory” relationship, a “solicitor” relationship, and a sub-advisory relationship. Relationship Type We offer our services to Investment Advisors and Clients on our platform through three methods: a 4 of 47  that sets forth the services. In Sub-Advisory Relationship Investment Advisors that engage us in a sub-advisory relationship enter into a Sub-Advisory Outsourced Services Agreement that sets forth the roles and responsibilities of the Investment Advisor and us. Our services selected by the Investment Advisor can include the various options under the heading Investment Management Programs described below, as well as the ability to bill advisory fees for end Clients. Under this arrangement, we are responsible for providing the services selected by the Investment Advisor and we have no direct advisory relationship with the end Client. The Investment Advisor has sole responsibility for determining that the investment strategies they select are suitable for the Client. Co-Advisory Relationship Investment Advisors that engage us in a co-advisory relationship enter into a Joint Advisory Services roles and Agreement responsibilities of the Investment Advisor and us. Under the co-advisory relationship offering, Clients and their Investment Advisor select to engage our this investment management arrangement, we are responsible for 1) making investments available on our platforms, 2) submitting trades to the custodian for the Client’s account, and 3) billing the Client for the services, as directed by the Client. The co-advisor is responsible for maintaining the customer relationship and selecting investments which are suitable for the Client. receives a fee for Relationship Agreements All Clients receiving our services in our BCI Platform enter into a written investment advisory agreement with us. All Clients receiving our services in our OPS Platform are subject to an account application (“Application Addendum”) and OPS’s terms and conditions (“Terms and Conditions”). The current version of the Terms and Conditions can be found at orion.com/wealth-management/orion-portfolio- solutions-forms-library, and Clients are required to consent to these Terms and Conditions when opening an account with us. Investment advisors engaging us as a sub-advisor will enter into a Sub- Advisory Outsourced Services Agreement with us. Solicitor Relationship In a solicitor arrangement, the Client is introduced to us by an Investment Advisor that has entered into a written solicitation agreement with us. The solicitor this Investment Advisor introduction, but we are responsible for the suitability of the investment(s) selected for the Client. The Solicitor is expected to meet with the Client as often as required by applicable law and the solicitor Investment Advisor’s fiduciary duties and provide us with any updates to the Client’s financial situation, risk tolerance, and needs so that we may continue to ensure the investment(s) selected for the Client are suitable. As of January 1, 2023, we no longer offer Investment Advisors to engage us in a solicitor arrangement, however, existing Solicitors and Clients of Solicitors continued to be supported and solicitors may continue to refer new Clients to us under the solicitor arrangement. Clients are encouraged to read their investment advisory agreement, Application Addendum, Terms and Conditions, and / or sub-advisory agreement, as appliable, as these documents contain important information on how their accounts will be managed. Clients agree to notify us of any changes in their address. Clients may also be subject to a separate agreement with their Investment Advisor or their Investment Advisor’s investment advisory firm; we are not part of this agreement. When opening an account, a Client will be informed of the type of relationship under which their accounts with us will be managed. Discretion For certain programs, Clients will grant us discretion or authority on their accounts in writing. The level of 5 of 47  discretion or authority we have for Clients depends on their Relationship Type with us. required that is not addressed in our Trading Policy, we will obtain direction from the Client’s Investment Advisor on what action to take. Our Trading Policy is available to Clients and their Investment Advisor upon request. Full Discretion This discretion allows for us to execute ongoing security selection and management of a Client’s account in accordance with the Client’s investing preferences and needs as communicated to us by the Client and the Client’s Investment Advisor. We will exercise this discretion in accordance with the agreements between us and the Client, as defined in the Relationship Agreements section above. Billing Authority Under this authority, Clients direct us to bill account fees related to the services discussed in this Brochure. Generally, we require a certain proportion of a Client’s account be held in cash or money market from which we will collect fees. If there is insufficient cash or money market holdings in the account, this authority allows us to liquidate securities necessary to withdraw the fees owed by Clients in accordance with our Trading Policy. Limited Trading Authority This authority consists of submitting instructions for the purchasing or selling of securities in a Client’s account to implement the strategy or strategies selected by the Client and the Client’s Investment Advisor. Investment Management Programs We offer a wide variety of proprietary and non- proprietary investment management programs. A summary of the programs we offer is included in the following chart, with additional details about each program below. When we submit trades for an account under this authority, we will follow our Trading Policy which dictates how, when, and in what manner trades are processed. If situations arise in which a trade is Min Account Size Investment Manager Eligible Investments1 Program Name Strategy Name Programs available on the OPS and BCI Platform Disciplined Equity Orion Custom Indexing Varies $100,000 BCI BCI Tailored Allocation Portfolios $100,000 Wealth Advisory $1,000,000 Equities, ETFs Mutual Funds, Equities, and ETPs Mutual Funds, Equities, and ETPs Mutual Funds, ETPs1, Private Funds, REITs, or other pooled investment vehicles BCI using select Strategist Models BCI (with ability to engage sub-advisors and other portfolio managers) Programs available on the OPS Platform Strategist Program Varies SMA Program Varies Strategist funds or Models, including BCI Strategist Models Advisor Directed $0 Investment Advisor Mutual Funds, Equities, and ETPs Mutual Funds, Equities, and ETPs Mutual Funds, Equities, and ETPs 6 of 47  Programs available on the BCI Platform Core Asset Manager Core Guided Portfolios $500,000 BCI Core Select $0 Mutual Funds, Equities, ETPs, or other pooled investment vehicles Mutual Funds, Equities, ETPs, or other pooled investment vehicles Destinations Destinations ETFh $25,000 BCI Brinker Blended Portfolios $10,000 BCI Unaffiliated Mutual Funds and ETPs Affiliated Mutual Funds and Unaffiliated Mutual Funds and / or ETPs ETF and Mutual Fund Strategies Capital Group ETF Strategies $5,000 $0 Focused Strategies $10,000 Core Plus ETF Strategy Brinker Capital ESG Portfolios $25,000 $25,000 Active Income Strategy BCI BCI BCI BCI BCI ETPs Mutual Funds and ETPs ETPs Mutual Funds and ETPs ETPs, stocks, bonds, master limited partnerships, real estate, convertibles, senior bank loans, and international debt ETPs ETPs $25,000 $25,000 BCI BCI Managed Income Strategy Digital Assets Portfolio Program 1As used in this chart, Exchange Traded Products (“ETPs”) include Exchange Traded Funds (“ETFs”), Exchange Traded Notes (“ETNs”), Closed-End Funds (“CEFs”), Unit Investment Trusts (“UITs”), or any other investment traded on an exchange, excluding individual equities. invest Clients may in the Disciplined Equity strategies using our BCI Platform, our OPS Platform, or through the Communities model marketplace. Disciplined Equity Program Disciplined Equity strategies are proprietary, model-driven solutions that are constructed to provide exposure to targeted equity market segments. The strategies are managed by a team of portfolio managers. The strategies are managed to target the risk and return characteristics of a particular equity index or a specific segment of the market. For many of the Disciplined Equity strategies, Clients may elect Orion Custom Indexing to provide further customization to their tax preferences such as capital gains budgets and tax transition services. Orion Custom Indexing Program Orion Custom Indexing utilizes optimization technology to provide Investment Advisors with the ability to personalize portfolios, tax transition legacy assets, and tax loss harvest Client portfolios. In addition to managing against passive indexes, the program also offers the ability to overlay on top of proprietary and third-party portfolios. Portfolios are typically constructed of individual 7 of 47  Investment Advisor, and the Client’s Client’s Investment Advisor is responsible for ensuring trades are submitted for execution based on the Client’s Investment Advisor’s trading practices. In instances, we do not have any trade such authorization on the Client’s account. stocks but may also include ETFs and mutual funds depending on the specific mandate and any legacy assets incorporated into the Client portfolio. If Clients transition from our Destinations program to Orion Custom Indexing, Destinations Funds may be held in the Orion Custom Indexing product as Client tax preferences are being implemented. When Destinations Funds are held in a Custom Indexing product, we will continue to collect our fee as advisor to the Destinations Funds. The Client’s Investment Advisor is responsible for monitoring for best execution and reviewing and determining whether our services and investment recommendations remain in the Client’s best interest. We offer Orion Custom Indexing through our OPS Platform, our BCI Platform’s solicitor and co- advisor relationships, and as a sub-advisory service. Tailored Allocation Portfolios Tailored Allocation Portfolios is a part of the Orion Custom Indexing Program. Tailored Allocation Portfolios apply the custom indexing technology and management to a defined list of third-party Strategies. Such third-party Strategists create models which primarily invest in their proprietary Mutual Funds and or ETFs, though they may select non-proprietary investments. Solicitor and Co-Advisor Orion Custom Indexing Through OPS’s co-advisor and BCI’s solicitor and co-advisor relationships, Clients enter into an agreement with us and their Investment Advisor to implement Orion Custom Indexing. In such a situation, Clients delegate trading and billing authority to us to implement the Orion Custom Indexing. Sub-Advisor Custom Indexing relationship, a Client’s sub-advisory In a Investment Advisor enters into a sub-advisory relationship with us where we are providing advice to such Investment Advisor on how to implement an Orion Custom Indexing strategy on a Client’s account. Orion Custom Indexing sub-advisory relationships are only available to investment advisors who use the technology offered by our affiliate, Orion Advisor Technology, LLC (“Orion Tech”), including our affiliate, TownSquare Capital, LLC. Tailored Allocation Portfolios will use Orion Custom Indexing management to transition an investor’s existing holdings into the selected model. Such transition will be customized for the Investor based on their individualized preferences, as communicated to us by the Investor or Advisor. Customization can be based on the individual holdings’ potential realized tax gain or loss, and the amount of such realized tax gain or loss the Investor desires during each tax calendar year. to apply any Investors will not be able Environmental, Social, and Governance (“ESG”) or other security selection restrictions on accounts invested in the Tailored Allocation Portfolios program. Investment Advisor family offices, institutions Wealth Advisory Our Wealth Advisory program offers customized service and dedicated support to meet the needs of high-net worth and ultra-high net worth investors, and endowments with $1 million or more in investable assets. Wealth Advisory is designed for us to manage the overall investment process, including We will either submit trades to the Custodian for a Client’s account or communicate trades to the Client’s for the Client’s Investment Advisor to submit trades for execution. If we are submitting trades to a custodian for a Client’s account, the Client will be required to authorize us to grant us trade authorization and may authorize us to bill their account. If the Client’s Investment Advisor is responsible for the trading in the account, we communicate a list of trades to the 8 of 47  selection and review, reviews, dedicated portfolio manager employed by us to assist with portfolio reallocations, investment updates and educational needs. asset and investment style allocation decisions, Strategist and comprehensive monitoring of a Client’s portfolio. A dedicated portfolio manager employed by us is assigned to the Client relationship and is available for the regular communications concerning activity and status of a Client’s account. responsible Strategist Program Through OPS’s “Strategist Program,” Investment Advisors have the ability to invest Client accounts in a manner intended to follow a Strategist’s developed model asset allocation portfolio. We refer to such asset allocation models as “Strategist Models”. The Strategists regularly monitor the for Strategist Models and are managing the model portfolios. in In the Wealth Advisory program, portfolios are generally allocated among different Strategists, Separately Managed Accounts, mutual funds and/or ETFs. Where deemed appropriate, based on a Client’s objectives, assets, risk tolerance and investment experience as well as to obtain greater asset and style diversification, we may recommend that a portion of a Client’s portfolio be invested in one or more other investments in lieu of allocating assets separately to a Strategist or a strategy managed by us. These other investments may include an investment in REITs, Private Funds, ETNs or other pooled investment vehicles, including alternative investments made available by Capital Integration Systems discussed Item 9 – Additional Information of this Brochure. Special fee arrangements may apply with respect to alternative investments. services. When We make available Strategist Models of various risk and return characteristics and investment goals through our platform. These Strategist Models are not tailored to accommodate the needs or objectives of specific investors, but rather to enable an Investment Advisor to select the most appropriate Strategist Model offered by our Strategist Program for use with Clients. Clients can work with their Investment Advisor to impose reasonable investment restrictions on investing in certain securities or types of securities within each model. If a Client imposes a reasonable investment restriction, we will notify the Client’s Investment Advisor if their selected strategy conflicts with such restrictions and the Investment Advisor is responsible for recommending an alternative strategy.1 Clients can invest in multiple Strategist Models within a single custodial account, where each Strategist Model allocation is assigned to a unique subaccount or “sleeve”. This structure is known as a unified managed account (“UMA”). In the Wealth Advisory program, we offer both discretionary and non-discretionary investment management granted discretionary authority, a Client authorizes us to fire Strategists and to rebalance hire and account(s) without a Client’s prior approval. to help Wealth Advisory services include (but are not limited to) comprehensive portfolio analysis of a Client’s existing identify assets inefficiencies and address investment needs, tax transition management to assist the Client in transferring highly-appreciated stocks and move toward a more diversified portfolio over time, development of a personalize investment solution based upon the Client’s goals, tax preferences, risk tolerance and financial plan, and access to a Our BCI portfolio management team also develops and maintains Strategist Models on the OPS platform. Mutual funds that are part of the Destinations Funds Trust, a mutual fund trust we advise, may be included in these models. When the Destinations Funds are included in a Strategist Model, the Strategist Fee is waived or reduced along with any Administration Fees OPS would otherwise collect with respect to assets allocated to Destinations Funds portfolios, as further Item 4: Services, Fees and explained in 9 of 47  reject the Terms and Conditions. If a Strategist or Strategist Model is removed from the Strategist Program, OPS will notify a Client’s Investment Advisor of the change and request that action be taken to reassign the account by a specified date. In such case, OPS will recommend a similar replacement Strategist to a Client’s Investment such Advisor who may accept or recommendation at their discretion. Compensation of this Brochure. However, if a Client selects certain overlay services (such as Orion Custom Indexing), the overlay fee is charged on the the entire portfolio, regardless of underlying investments, as further set forth in the Investment Advisory Agreement between the Client and us. In the case of clients subject to ERISA or to Section 4975 of the Code, allocations to the Destinations Fund Trust will be implemented in a manner that complies with ERISA or Section 4975 of the Internal Revenue Code, as applicable. Visit The Strategists are not acting as the Client’s investment advisor, do not possess knowledge of a Client’s individual information or investment goals and objectives, and do not provide personalized investment advice to Clients. Clients remain the owner of all securities held in their account and have all ownership rights associated with these securities. orion.com/wealth- management/third-party-strategists to review the investment managers we have engaged as Strategists. relies on the Client’s With the exception of our proprietary Strategies developed by our BCI portfolio managers, we are not affiliated with any other Strategists within the Strategist Program. However, in some instances, we receive all or part of certain Strategists’ Strategist Fees as an administration fee charged to the Strategist as discussed in Item 4: Services, Fees and Compensation of this Brochure. These fees are negotiated between us and the Strategist. Given this arrangement we have an incentive to continue to make available Strategists that share fees with us. Consistent with our policies and procedures, the Investment Committee does not consider revenue sharing payment arrangements in the selection and oversight of Strategists to address these conflicts. In addition, we address these conflicts of interest by disclosing receipt of such fees and our arrangement with such Strategists in this Brochure. Furthermore, Investment Advisors, which are not affiliated with OPS, are responsible for working with Clients to select the most appropriate Strategist. Investment Advisors are able to utilize any Strategist made available as part of the Strategist Program. is suitable for invested to Investment Advisor We are not engaged by Clients to provide investment recommendations in the Strategist Program. We do not provide investment advice or investment recommendations in a “fiduciary” capacity to clients subject to ERISA or to Section 4975 of the Internal Revenue Code in these circumstances. OPS the Client’s Investment Advisor to analyze the Client’s current financial situation, risk tolerance, time horizon, investment objectives, and other factors the Client and Investment Advisor deem appropriate in determining whether a particular Strategist Model (and its underlying investment including Destinations Funds, as holdings, applicable) the Client. The Investment Advisor can use tools made available by OPS or its affiliates, including OPS’s proprietary proposal tool, to assist the Investment Advisor in developing an appropriate asset allocation strategy for the Client and recommending model portfolios for the consideration for use with the Client. to execute in Client account assets will be accordance with the Strategist Model selected. Once a Strategist Model is selected, OPS will provide trading, reporting, and administrative services. We have Limited Trading Authority and Limited Billing Authority, as defined above, for accounts in the Strategist Program. When a Strategist suggests a transaction in any Strategist Model, OPS is authorized to submit trades to the Client’s custodian the resulting transactions in the Client’s account, as outlined in Separately Managed Account Program The Separately Managed Account Program (“SMA Program”) is managed by OPS or by investment 10 of 47  is a portfolio of implement an investment strategy developed by the Investment Advisor outside of our Strategist and SMA Programs described above. In such situations, we have Limited Trading Authority and Limited Billing Authority, as described above. We do not conduct any due diligence on the securities or strategies included in Advisor-Directed sleeves within a Client’s account. managers we have selected (each, an “SMA Program Manager”). A separately managed account individually owned securities that can be tailored to fit the Client’s investing preferences. We select both unaffiliated and affiliated investment managers, including our affiliate, TownSquare Capital, LLC, to serve as SMA Program Managers. Core Asset Manager Program BCI’s Core Asset Manager program represents a managed account platform that features privately placed or publicly traded pooled investment vehicles (such as hedge funds, mutual funds, ETFs, real estate investment trusts and master limited partnerships). In this program, we provide both discretionary management and non-discretionary management services. Discretionary Clients authorize us to hire and fire investment managers and make asset allocation changes. Nondiscretionary Clients must approve our Strategist and product recommendations before the recommendations are implemented. The discretionary offerings within the Core Asset Manager Program include: Core Guided Portfolios Clients and their Investment Advisors will choose an SMA Program Manager based on the Client’s risk profile and investment objective(s), and the SMA Program Manager (including, when applicable, OPS) will manage the Client’s account accordingly using various investment options and strategies. A Client remains the owner of all securities held in its account with all associated ownership rights. In instances where affiliated investment managers, such as TownSquare Capital, LLC, serve as SMA Program Managers, our affiliate is compensated for managing the account, which creates a potential conflict of interest whereby we, or our affiliates, earn additional compensation.] Clients in the SMA Program are subject to the OPS Terms and Conditions and depending on the SMA Program Manager selected, may be subject to additional terms and conditions that are required by such SMA Program Manager (“Additional Agreement”). to Investment Advisors and their Clients have the ability from various select discretionary asset allocation models managed by us for both taxable and nontaxable accounts that utilize separate account managers, mutual funds, and exchange traded funds to implement different risk tolerance-based portfolios. Core Select strategies, For Clients in the SMA Program, the SMA Program Manager (which can be OPS) is granted Full Discretion (as that term is defined above) for the ongoing security selection and management of a Client’s account in accordance with the Client’s investing preferences and needs. The SMA Program Manager is granted the authority to buy, sell, or otherwise effect transactions in Client accounts as further set forth in our Terms and Conditions and any Additional Agreements, if applicable. Investment Advisors and their Clients have the ability to select from a list of risk- tolerance based separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. For solicitor accounts, we determine what strategies are available for Clients and Advisor-Directed Program The OPS Platform permits a Client’s Investment Advisor to act as a portfolio manager and 11 of 47  through both our BCI and OPS programs and at third party platforms. the Client’s specific from the their Investment Advisors to choose from based on risk tolerance. For co-advisor accounts, Clients and their Investment Advisor are not restricted and have discretion to choose suitable Strategies list of available Strategies. Brinker Blended Portfolios Program Our Brinker Blended Portfolio Program is a risk- based asset allocation discretionary account program managed by us that is offered using a combination of our proprietary Destinations Funds (our Affiliated Funds) and other unaffiliated investments options (non-affiliated mutual funds and ETFs). We have full Discretion to select the Affiliated Funds and Non-Affiliated Mutual Funds and ETFs in this program, and the proportion of the model allocated to each fund selected by us. ETF and Mutual Fund Portfolios Capital Group ETF Strategies Program We offer discretionary portfolios which invest primarily in Capital Group ETFs in a diversified, multi-asset framework, according to the Client’s investment objectives. At our discretion, we may include an allocation of up to 20% to non-Capital Group ETFs in these portfolios to supplement the asset class exposures available through Capital Group ETFs. Destinations Program BCI’s Destinations program is a discretionary asset allocation program managed by us that uses mutual funds, including our Destinations Funds (described below), and/or ETFs to implement a variety of investment strategies with different risk and reward characteristics. In our Destinations program, we offer a variety of asset allocation strategies, each targeting a specific investment objective, for both taxable and tax-exempt accounts. The strategies provide different balances of risk and reward and the appropriate strategy may be chosen based on the Client’s risk tolerance and time horizon. The strategies are designed to offer competitive performance while seeking to achieve attractive risk-adjusted returns over the long term. Focused Strategies Program We offer “Focused Strategies” consisting of model portfolios managed by us and targeting specific asset classes – domestic equity, international equity, fixed income, global credit, real assets and alternative investments – available to Clients as a component of their overall asset allocation or as a complementary investment allocation. There is no minimum investment for a Focused Strategy. We monitor the performance of each underlying investment manager (either a sub-advisor within the Destinations Funds or a third-party fund) and replace or reallocate assets among the funds or underlying managers used to implement these strategies based on factors we deem appropriate. These factors can include our evaluation of historical performance, market conditions, and our investment outlook. Our Destinations program is offered through different suites of asset allocation models, the primary difference in each suite being the type of investment vehicles utilized. Destinations ETFh Program The “Destinations ETFh” program offers risk-based asset allocation models comprised of ETFs and unaffiliated third-party mutual funds. Core Plus ETF Strategy Program Our discretionary “Core Plus ETF Strategy Program” invests a Client’s assets primarily among ETFs in a diversified, risk budgeted framework, according to the Client’s investment objectives. The strategy is focused on total return and allocates to core asset class ETFs, as well as targeted exposures to ETFs in diversifying asset classes. The Destinations Funds and the Destinations ETFh programs are both available directly from us 12 of 47  Brinker Capital ESG Portfolios We offer ESG Portfolios that use, in accordance with the Client’s objectives, mutual funds, ETFs, and/or other products that invest in securities deemed to possess favorable environmental, social, and governance (ESG) characteristics. We use the Morningstar Sustainability Rating scale (referred to as “globes”), which scores securities based on ESG characteristics on a scale of 1-5, with 5 being highest score. The strategy generally invests in exchange traded products within Category Four or Five, though Category Three may be included. If a holding is reassigned to Category Two or One, it will be reviewed by the strategy managers for removal from the strategy. The portfolios are built in a diversified, risk budgeted framework, according to the Client’s investment objectives. invested primarily enrolls in this strategy, the Client can designate a specific amount of assets needed to satisfy short- term income needs. These assets will be invested in a low-risk reserve portfolio that will seek to generate returns in excess of the average money market fund with risk less than or equal to low duration investment bonds. We recommend one to two years' worth of withdrawals; however, the strategy allows the Client to specify a desired amount. If the Client elects systematic withdrawals on their account, assets will also be set aside in a low-risk cash account for those immediate, systematic withdrawals. The remainder of the Client’s account will be set aside in a long- term portfolio invested primarily in income or interest- generating investments. The long-term portfolio will be in ETFs. Assets designated for this portfolio will seek to provide long-term growth and a steady stream of income. Digital Assets Portfolio Program We offer a Digital Assets Strategy that invests in exchange traded products to provide flexible and balanced exposure to the digital asset ecosystem. The portfolio will be allocated to 1) companies involved with cryptocurrency or digitalization of the economy and 2) cryptocurrencies, with the allocation between these two categories varying based on the managers’ view of the risk and potential rewards. Companies must derive at least 50% of revenue from digital asset projects, partner or invest in such firms, or have a crypto segment that is an important segment of the company. Active Income Strategy Program Our Active Income Strategy is designed for Clients who prefer an active strategy that seeks a specific percentage yield by investing in income-producing securities. When selecting the strategy, the Client will select the percentage yield to be targeted for the Client’s account. The strategy invests in ETFs and Closed-End Funds (“CEFs”) that specialize in income-producing assets. In addition to traditional dividend-oriented equities and investment grade bonds, the strategy generates income using non- traditional asset classes, such as master limited partnerships, real estate, convertibles, senior bank loans, high-yield bonds, and international debt. The portfolios are built in a diversified, risk budgeted framework, according to the Client’s investment objectives. Other Advisory Offerings Banking and Lending Services Orion Cash and Credit is an integration which offers third-party advisors who utilize the OPS and BCI platforms access to an array of banking and lending solutions and related services. These services are offered by Uptiq, Inc. More information on Orion Cash and Credit can be found in Item 9 – Additional Information of this Brochure. Managed Income Strategy Program Our Managed Income Strategy uses Risk Budgeting to manage an account for Clients seeking income from a diversified portfolio of income-producing assets. The strategy seeks to help Clients with a desire for regular income meet their short and long-term income needs by dividing the account into up to three separate investment portfolios: immediate, short-term, and long-term. If the Client 13 of 47  third-party companies us a licensing fee for use of its online business valuation application and we include the cost of this service within the fee we charge Clients. We do not receive any direct or indirect revenue from BizEquity. Additional Wealth Advisory Services As part of the services offered to Clients in our Wealth Advisory program, we have approved to provide certain specialized services. Currently, these providers and services are: Customized Wealth Advisory Services From time to time, we develop a customized investment strategy for a Client in our Wealth Advisory Program. Fees for such services are negotiated on a case-by-case basis. We also develop new investment management strategies on a test basis with funds provided by us, our employees, their family members, and a limited number of Clients before such management strategies are made available generally. Philanthropic Services Fidelity Charitable and UI Charitable Advisors are independent, section 501(c)(3) public charities that administer donor-advised funds. Through their Charitable Investment Advisor Programs, we will actively manage the charitable assets contributed by Clients. Fidelity Charitable and UI Charitable Advisors charge a fee for their services, and we do not receive any direct or indirect revenue from them. Securities backed lines of credit We use Orion Cash and Credit or TriState Capital to provide loans secured by eligible securities. Using these loan facilities, Clients can pledge their investment account(s) as collateral to meet many of their financing needs, with the exception of purchasing securities. TriState Capital charges an interest rate for these services and we do not receive any direct or indirect revenue from TriState Capital. Additional information on Orion Cash and Credit on its affiliation with us can be found in Item 9 – Additional Information of this Brochure. Trust Services First State Trust Company and Comerica Bank and Trust N.A. (“Comerica”) offer trust services, including but not limited to Personal, Revocable, Irrevocable, Charitable, & Special Needs Trusts. Both First State Trust Company and Comerica charge a fee for these services and we do not receive any direct or indirect revenue from either firm. Business Valuation BizEquity LLC provides business valuation analysis for our business owner Clients. BizEquity charges Account Management Trading When we are granted Full Discretion or Limited Trading Authority for Client accounts, trading will occur through the brokerage account(s) Clients establish with a custodian. Strategists will provide us with instructions to rebalance or reallocate the Strategist Models depending on their asset investment manager allocation philosophy or selection process. These adjustments to the asset allocations will result in transactions in a Client’s account. For OPS Platform Clients, a minimum amount of five dollars per security is required on contributions and rebalance trades. There is no such limitation for BCI Platform Clients). All Strategist Model allocations contain a minimum allocation to cash. For distributions, positions are redeemed pro-rata unless otherwise specified. The last trade file submission will be sent to the custodian at or around 3 pm Eastern time. The Client or their Investment Advisor instruct OPS that a Client’s account will be invested in accordance with the Strategist Model as indicated on the New Investment Direction Application Addendum, Addendum, or other relevant OPS form and/or reassignment process. If the Strategist Model changes, OPS will rebalance a Client’s account to align it with the selected Strategist Model. Clients or their Investment Advisor may instruct OPS to terminate the use of the Strategist Models at any 14 of 47  time. Clients will receive notification of all transactions in their account(a) in the form of an account statement provided by the custodian. investment reasonably modify such restrictions from time to time. Any restrictions placed on the management of the Client account or particular requirements of an account may cause us or a third-party Strategist to deviate from investment decisions we or the third-party Strategist would otherwise make in recommending an strategy or managing the account. We or the Strategist may, at our sole discretion, determine that a Client’s Exclusion or Restriction is not reasonable given the circumstances. In such instances the Client will not be able to invest in the identified model or Strategy and must select an alternative. When a Client restricts a category of securities that may be purchased for the account, we or the third- party Strategist will determine, in our respective sole discretion, the specific securities in that category. Any restrictions a Client imposes on individual securities that may be purchased for the account shall apply only to individual stocks within separately managed portfolios. Wrap Fee Program, Transaction Fees, and Other Expenses Under the wrap fee programs, investment advice and costs of trade executions are provided to Clients for an all-inclusive wrap fee. This means that under wrap fee programs, we pay the trading costs out of the advisory fee that we receive from Clients. Clients can consult their investment advisory agreement to determine whether the strategies selected are part of our wrap fee program. For Strategist Program and Core Select strategies that invest in mutual funds, the custodians utilized by us charge us an asset-based fee when Clients invest in certain share classes. These share classes are known as transaction fee (“TF”) mutual funds. Absent the asset-based fee paid by us, Clients would be charged a transaction fee typically ranging from $25 to $75 for each purchase of shares of a TF mutual fund. Because we are charged a fee for using certain share classes, we have a conflict when determining which share class to utilize in Core Asset Manager or the Strategist Program. To mitigate this conflict, it is our policy is to use the lowest cost share class that is available at all custodians where the strategy is available (regardless of whether we have to pay an asset- based fee to the custodian). When selecting mutual funds and mutual fund share classes, we will not utilize mutual funds or mutual fund share classes that have short term redemption fees or investment requirements. For any minimum mutual fund used in a strategy, it is possible that certain custodians may make available lowest cost share classes than the share classes used by us because we use the lowest cost share class available at all custodians that we use. If a Client invested in the same mutual fund directly at their custodian or used an advisory program from another advisor, such Client may be eligible for a lower cost share class. However, because some of the lower cost share classes are TF mutual funds, it is possible that the Client would incur transaction fees. Client Exclusions and Restrictions For all of our programs, Clients may impose reasonable restrictions on the management of their account, including the designation of specific securities or a specific category of securities that should not be purchased for their account or that should be sold if held in the account, and may Trading activity is influenced by the frequency of rebalances, contributions and withdrawals. The more infrequent the trading activity (determined by fund changes and rebalances and Client additions and withdrawals) and the larger the size of the account, the more likely that an asset-based fee will be more costly than a separate transaction is dictated by charge. Since trading activity multiple factors, including changes in funds in a Client Destinations ETFh portfolio (e.g., because of 15 of 47  changes in our performance evaluations, managers, funds closing to new investment, etc.), and the frequency of deposits and distributions (which are driven by Clients), it may be difficult to predict the level of trading activity in any year (and thus, whether the asset-based fee would be more or less costly than a separate transaction charge). allocate Client accounts to a mutual fund for which we or an affiliate of us serves as the investment advisor (such as the Destinations Funds), any advisory fees paid to us or our affiliate with respect to a Client investment in such fund are credited to, or offset and reduce, dollar-for-dollar the advisory fee otherwise payable to us under the Clients investment advisory agreement. fund’s investment management Technology We offer our services through a technology platform known as “Advisor Portal.” Advisor Portal is a technology platform that was developed by our affiliate, Orion Advisor Technology, LLC (“Orion Tech”) and allows for proposal generation, account opening, trading, reporting, and billing from one dashboard. Fee Summary The following tables outline the fees for services we offer under our various programs as outlined above. Our fee is in addition to the operating expenses of the funds included in Client accounts, which are expressed as the fund’s “expense ratio”. A fund expense ratio represents the percentage of the fund’s assets used to operate the fund and reflects the fee, administrative costs, brokerage costs, distribution fees, and other operating expenses. Although these expenses are paid by the fund, Clients indirectly bear their pro rata share of such costs. Clients should consider both our fee and the internal expense ratios of the funds included in the program (which are set forth in the prospectus for the fund) when deciding whether each Destinations program may be more or less costly than another investment program. Where we 0B1B1BBrinker Capital Investments Programs Fees Program Minimum1 Wrap Fee Eligible Brinker Fee Component Wealth Advisory Yes $1 million 0.65% Strategist Fee Component Varies Disciplined Equity Yes $50,000 0.10% - 0.15% Orion Custom Indexing Yes $100,000 0.15% Core Guided Portfolios Yes2 $500,000 Varies Core Select Yes $03 Destinations ETFh Yes $25,000 0.10%4 Focused Strategies Yes $0 0.25% Capital Group ETF Strategies Yes $5,000 0.10% First $100,000 $100,000 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.35% 0.30% 0.20% 0.10% Core Plus ETF Strategy Yes $10,000 0.25% Brinker Capital ESG Portfolios Yes $25,000 0.10% Active Income Strategy Yes $25,000 0.25% Managed Income Strategy Yes $25,000 0.20% Digital Assets Portfolio Yes $25,000 0.25% Tailored Allocation Portfolios Yes $100,000 None5 None5 Yes $10,000 None6 None6 Brinker Blended Portfolios 1 An annual $75 fee will be charged for each account or sleeve used in a Client’s household for households with assets on our platform valued at less than $100,000. 16 of 47  0B1B1BBrinker Capital Investments Programs Fees Program Minimum1 Wrap Fee Eligible Brinker Fee Component Strategist Fee Component 2 At any given time, these portfolios may be allocated only among mutual funds and ETFs and, in that instance, would not be considered to be “wrap fee” accounts. 3 While we do not set a minimum for this program, each Strategist within the program may set a minimum for their portion of the account they will manage. 4 The Strategist Fee Component for ETFh when used in our Wealth Advisory program is 0.00%. 5 The unaffiliated Strategists whose funds or models are utilized within the Tailored Allocation Portfolios pay us a fee in exchange for inclusion in such portfolios. 6 The unaffiliated Strategists whose funds or models are utilized within the Brinker Blended Portfolios pay us a fee in exchange for inclusion in such portfolios. In addition, we receive advisory fees as the investment advisor to the Destinations Funds which may be included in the Brinker Blended Portfolios. 1B0B0BOrion Portfolio Solutions Programs Program Administration Fees1,2 Wealth Advisory Minimum $1 million 0.65% Strategist Fees Varies Disciplined Equity $50,000 0.10% - 0.15% Orion Custom Indexing $100,000 0.15% $0 Varies Strategist Program3 First $100,000 $100,000 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.35% 0.30% 0.20% 0.10% SMA Program Varies4 Varies Tailored Allocation Portfolios $100,000 None5 None5 1 An annual $75 fee (billed at $6.25 each month) will be charged for each account or sleeve used in a Client’s household for households with assets on our platform valued at less than $100,000. 2 There is no Administration Fee for the portion of accounts within the Wealth Advisory or Strategist Programs assigned to Affiliated Funds (including Destinations Funds) strategies. The Client will still pay for advisory services in such strategies based on their proportional ownership of the Affiliated Funds within such strategies. We will still earn compensation as the investment advisor to the Affiliated Funds within such strategies. 3 The Strategist Program includes strategies listed in our proprietary Brinker Capital Investments Programs listed below. 4 Minimums vary and are set by the SMA Program Strategist. 5 The unaffiliated Strategists whose funds or models are utilized within the Tailored Allocation Portfolios pay us a fee in exchange for inclusion in such portfolios. Fees are negotiable between us and the Client. In addition to the fees in this chart, Clients will be assessed a Strategist/Strategy fee and an Investment Advisor fee. The Investment Advisor fee is negotiated between a Client and their Investment Advisor and may represent either an advisory fee or a solicitor fee, depending on the Investment Advisor’s relationship with us. The Strategist/Strategy generally ranges from 0.00% to 0.50%. For Strategies where we are the Strategist, we may receive a Strategist/Strategy fee. The exact amount of the fee, and whether the fee will be paid to us, will be included in the Client’s new account paperwork. Fee Review Clients should carefully review all fees charged by us, their Investment Advisor, and any funds Clients are invested in to fully understand the total amount of fees that are paid. It is the Client’s responsibility to verify the accuracy of the fee we charge to their 17 of 47  time associated with a Client’s account will be passed through to the Client, their total fee will vary based upon the allocation of an account among Strategist s, specific Strategist selection, and the number of Strategists rather than based upon the funds included in an account. We post fee schedules for Strategists (which determine the Strategy Fee Component) and, if appliable, for the Custody and Clearing Fee Component, as they may be amended from our website on time, to (orion.com/wealth-management). account. The fee we collect will appear on the Client’s custodial statement, though the custodian does not determine whether the fee has been properly calculated. In addition, a fee summary is available to Clients through our website. Fees charged by us are separate and distinct from fees and expenses charged by a Client’s Investment Advisor, mutual funds or ETFs traded within the Strategist Models, or a Strategist providing a Strategist Model. A description of mutual fund or ETF fees and expenses are available in each fund’s prospectus. OPS uses the lowest cost share class that is available at all custodians where the strategy is available. Therefore, it is possible that a particular custodian may offer a lower cost share class, but it will not be used in the strategy because not all of the other custodians offer that share class for the strategy. Termination of Services and Termination Fees We can terminate our advisory services with a Client at any time by providing written notice. Likewise, a Client can terminate our services at any time by providing us with written notice. If a Client’s use of our services is terminated within (5) five business days from the date of inception, all fees paid by the Client in advance will be promptly refunded and no termination fee will be charged. Should a Client’s investment advisory agreement be terminated at any other time, the Client will receive a pro-rata refund of any prepaid fees. Our services may be terminated by either party in accordance with their written agreement with us. Clients are responsible to pay for services rendered until the termination of the agreement. Other Fee Information The following sections outline important additional information relating to our fees. is The current Termination Fee is $75 per account for full outgoing distributions or non-ACAT transfers. The Termination Fee may be discounted for Client’s of Investment Advisors who have a significant amount of assets invested on our platform. Any discount individually negotiated with each Investment Advisor at our discretion. Additional account termination fees may be charged by the custodian. Fee Distribution We distribute a portion of the Brinker Fee Component to certain Financial Advisors who have significant assets invested in our platform or for other reasons, at our discretion. The amount of any distribution is individually negotiated with each Advisor. Any Brinker Fee Component distributed to an Advisor is retained by that Advisor and does not constitute a reduction in the Brinker Fee Component for a Client. immediately Upon termination, Clients should contact their custodian to ensure the Client Account is allocated according to Client wishes. Clients are responsible for paying for services rendered until the termination of the agreement. Fee Changes We may amend our fee schedule upon at least 30 days’ prior written notice. Because the other costs 18 of 47  of the account allocated to their proprietary products. Legacy Fee Schedules The fees outlined in this Brochure are current as of the date of the Brochure. Clients may be assessed fees based on Legacy Fee Schedules, which would be included in the paperwork completed at the time such Clients engaged us for advisory services, and any subsequent amendments thereto. Additionally, we have a conflict in that we are compensated based on the Strategist selected. This conflict is mitigated as Clients and their Investment Advisor, not us, are responsible for selecting the most suitable portfolio for Clients. We do not provide advice or recommendations regarding portfolio selections. Custodian Services Custodian services will be provided by a qualified custodian, including our affiliate, Constellation Trust Company (“CTC”). Please refer to Item 9 – Additional Information of this Brochure for more information on our affiliates, including CTC. Compensation Our portfolio manager personnel compensation includes an annual base salary and a discretionary bonus, which may be based on various factors including performance metrics and firm profitability. Our sales personnel receive compensation based on new assets subject to our services and are eligible for bonuses based on redemptions or terminations. These compensation structures create an incentive for our financial professionals to recommend that Clients increase the size of their assets managed by us (or not terminate), even when alternatives exist. Certain professionals have an equity interest in our parent company, GT Polaris Holdings, LP, which creates a general incentive for these professionals to grow firm revenue, including through asset growth and platform utilization. The investments in each Strategist Model for non- qualified accounts may be held in either a separate brokerage account or a UMA brokerage account with sleeves at the Client’s custodian. The custodian typically receives a shareholder servicing fee from the load-waived mutual funds held by the Client Accounts. Tailored Allocation Portfolios The unaffiliated Strategists whose mutual funds or ETFs are utilized within the Tailored Allocation Portfolios pay us a fee in exchange for inclusion in the Tailored Allocation Portfolios program. Municipal Securities Portfolios & Individual ETF or Mutual Fund Holdings We offer two Custody and Clearing fee structures for actively managed municipal securities portfolios. Clients may elect to be charged a separate ticket charge on each trade in the account or an asset- based fee. The current ticket charge is $30.00 per trade for fixed income and mutual funds and $8 per trade for equities and ETF’s, which may be changed from time to time. No separate ticket charge is imposed on transactions when Clients have selected the asset-based fee, which utilizes the Core Fixed Income custody and clearing fee schedule. We have a conflict as we might be inclined to transition the Client’s assets into the Strategist’s proprietary products more quickly than the Client otherwise would. This is mitigated by a contractual understanding that the holdings in the account will be selected based on the desires and needs of the investor and any allocation and trading will be done based on the capital gains budgets and transition plans identified to us by the Investor or their Advisor. Further, the Strategists pay us based on the entire balance in the account, regardless of the proportion We offer two Custody and Clearing fee structures for individual ETF or mutual fund holdings in Core Asset Manager accounts. Clients may elect to be charged a separate ticket charge on each trade in the account 19 of 47  the following amounts from Strategist Fee Retention We retain the Strategists listed below in lieu of the Strategist Fee (for OPS) or Strategy Fee (for BCI) referenced above, regardless of Strategist Model type: Strategist or an asset-based fee. The current ticket charge is $8 per trade for ETFs and $30 per trade for mutual fund holdings (other than trades of non-transaction fee (NTF) mutual fund shares). The ETF and mutual fund per trade ticket charge may be changed from time to time. No separate ticket charge is imposed on transactions when Clients have elected the asset- based custody and clearing schedule, which utilizes the Core Equity custody and clearing fee schedule. American Funds Portion we retain 0.10% Fidelity Investments 0.05% Meeder 0.05% for larger accounts without Whether the per trade or the asset-based option is more suitable for a Client invested in actively managed municipal securities portfolios or individual ETFs or mutual funds will depend on the size of the account and the level of actual trading in the account. The per ticket charge will generally be more suitable regular distribution programs, where the added ticket charge will usually be less than the additional management fee, while the asset-based fee will generally be more suitable for smaller accounts or accounts that have above average transaction volume due to frequent additions or liquidations. The entire Strategist Fee charged by certain Strategists is retained by us. If this applies to the strategy Clients select, it will be disclosed in the Client’s Application Addendum or investment advisory agreement, as applicable. In addition, some Strategists select mutual funds for which they or their affiliate act as advisor when developing their Strategist Model. Certain of these Strategists share a portion of the fees they collect from mutual funds they manage with us. Below are the Strategists who share these fees with us: The Clearing and Custody Fee Schedule in effect from time to time is available to Clients on our website https://orion.com/wealth-management). • Advanced Asset Management Advisors • Focus Partners Advisor Solutions fka Buckingham Strategic Partners to deposit cash or other in • Horizon Investments • Meeder Investment Management • Toews Corporation • Ocean Park Asset Management • Clark Capital • iMGP Unsupervised Asset Fee As an accommodation to a Client, we may permit a Client securities their account or, (“Unsupervised Assets”) alternatively, at the Client’s discretion, in a separate account established with the custodian, for which we do not provide asset allocation, portfolio management, or performance monitoring services. Clients will be charged any clearing fees or transaction charges imposed by the custodian or brokerage firm in accordance with its fee schedule in effect from time to time, which fees and charges will be deducted from the Client’s account at the time of the transaction giving rise to the charge, or at such other time as determined by the custodian. All Strategists on our platform have the opportunity to pay us a fee for, among other services, marketing and support with respect to the Strategist Program. Some, but not all Strategist, pay us such a fee. These fee sharing arrangements vary and create a conflict of interest since we have an incentive to continue to recommend the Strategists who pay us such a fee for the Strategist Program. Additionally, Strategists may refer or recommend their clients to invest via our 20 of 47  platform. This arrangement creates an incentive for us to keep these Strategists over others that we may be considering. To mitigate these conflicts, our Investment Due Diligence Committee does not take into account when revenue sharing payments determining whether to retain Strategists. is The Strategist Fee may be discounted for Investment Advisors who have a significant amount of assets invested on our platform. The amount of the discount individually negotiated with each Investment Advisor at our discretion. Such programs may be initiated or discontinued at our discretion. Based on this, we offer some or all Clients of certain Investment Advisors discounted fees based on the amount of assets an individual Client or the Investment Advisor has with BCI, the efficiencies gained by managing multiple Clients for the same Investment Advisor, and our relationship with the Investment Advisor. As a result, Clients with similar assets may have differing fee schedules and pay different fees. Clients can request that related accounts be combined in order to meet fee break points and reduce the advisory fee charged. We reserve the right to waive or reduce the advisory fee for certain accounts such as employee accounts and personal accounts of Investment Advisors who refer business to us. Clients who negotiate a flat fee schedule may or may not pay a higher fee than those who pay under a tiered schedule, depending on asset levels. We offer a program where Strategists on our platform can purchase from us data containing aggregate information regarding the investment advisors who are researching or recommending their strategies or models. Additional information regarding this can be found Item 9 – Additional Information of this Brochure. The same or similar investment advisory services may be available from other investment advisors for a lower fee. For Clients within the services we offer under the Brinker Capital Investments name that have entered into an investment advisory agreement prior to July 31, 2023, the Strategy Fee Component may be referred to as the “Manager Fee Component” in a Clients agreement. Promotional Fee Discounts From time to time, we may offer promotional fee discounts to the Client’s Investment Advisor (either individually or in a group of similar investment advisors). This can include discounts for technology services offered by our affiliates, Orion Tech and / or Redtail Technologies, LLC. This creates a conflict for the Investment Advisor or Investment Advisors as they are encouraged to recommend our investment advisory services relative to the investment advisory services of other advisors with similar programs to ours. Please review the Investment Advisors Form ADV Part2A for more information regarding their participation in such promotions. Non-Standard Fees The advisory fee schedules listed above are our standard rates. Actual fees, and/or the portion of the advisory fee retained by us and the Clients Financial Advisor, may vary. Please refer to the Client investment advisory agreement, including attached addendums and schedules, to determine the Client’s advisory fee. The standard fee schedules listed above and minimum account sizes for our strategies are described in more detail above. Fees may be discounted or negotiated at our discretion and fees for customized investment strategies developed for a Client are negotiated on a case-by-case basis. Furthermore, from time-to-time we offer program- wide fee discounts and reduced account minimums as part of its marketing and promotional programs. 21 of 47  22 of 47  Item 5 – Account Requirements and Types of Clients institutions, corporations and other business entities, and state or municipal government entities. All Programs (other than RPS) are available to these different types of investors, subject to certain minimum investment amounts. Minimum account size requirements and applicable fee schedules are disclosed for each respective program described above in Item 4: Services, Fees and Compensation. Exceptions to these minimums may be made in certain cases at our discretion. independent Secondarily, we provide investment advice directly to the types of clients identified above through an arrangement where third party financial professionals introduce clients to us. This is referred to as a solicitor arrangement. endowments, other We primarily provide investment management and recordkeeping services to Investment Advisors and their clients. These Investment Advisors use our OPS Platform and BCI Platform to service their clients. Such clients may include individuals, banks or thrift institutions, pension, retirement, 529 educational savings and profit-sharing plans (other than plan participants), pooled investment vehicles, trusts, estates, charitable 23 of 47  Item 6 – Portfolio Manager Selection and Evaluation create an incentive for an advisor such as to recommend investments that may be riskier or more speculative than those that would be recommended under a different fee arrangement. Since we endeavor at all times to put the interests of our Clients first as part of our fiduciary duty as a registered investment advisor, we take the following steps to address these conflicts: 1. We disclose to investors and prospective Clients the existence of material conflicts of interest, including the potential for our firm and its employees to earn more compensation from some Clients than others. We have implemented written policies and 2. procedures for fair and consistent allocation of investment opportunities among all Clients. significant performance We periodically compare holdings and 3. performance of all accounts with similar strategies to identify disparities indicative of possible favorable treatment. Performance-Based Fees and Side-by-Side Management We charge certain institutional endowment Clients a performance fee, which is based upon a share of capital gains or capital appreciation of the assets of such Client. Performance-based fees will only be charged in accordance with the provisions of Rule 205-3 of the Investment Advisers Act of 1940 (“Advisers Act”) and/or applicable state regulations. In addition, it is our policy not to retain any performance-based fees charged and to pass through any collected performance-based fees to investment research third parties that provide and/or advisory services to us in connection with our management of a Client’s account, as directed by the Client. In order for us to be eligible for a performance-based fee, the account’s performance must exceed a designated benchmark. If the account outperforms the designated benchmark, we receive a performance fee of up to 20% of the return in excess of the benchmark. The complete terms of our advisory fee are disclosed in the Investment Advisory Agreement between the Client and us. The performance fees charged by us may be higher than the performance fees charged by other investment advisors for the same or similar services. 4. We educate our employees regarding the responsibilities of a fiduciary, including the equitable treatment of all Clients, regardless of the fee arrangement. interest we Only Clients that are able to assume in a 5. additional risk are solicited to engage performance fee arrangement. to for managing Our Strategists are responsible performance-based fee accounts and accounts that are charged another type of fee. There are potential face by managing conflicts of performance-based accounts at the same time as managing asset based, non-performance based accounts. For example, the nature of a performance fee poses an opportunity for us to earn more compensation than under a stand-alone asset-based fee. Consequently, we may favor performance fee accounts over those accounts where we receive only an asset-based fee. One way we may favor performance fee accounts is that we could devote more time and attention to performance fee accounts than to accounts under an asset-based fee arrangement. Additionally, performance-based fees Methods of Analysis, Investment Strategies and Risk of Loss In addition to the information below, see the response Item 4 – Services, Fees and Compensation of this Brochure for the methods of analysis, investment strategies, and risk involved in each of the services offered by us. Investing in securities involves risk of loss that Clients should be prepared to bear. 24 of 47  Our Methods of Analysis and Their Risks We may use one or more of the following methods of analysis or investment strategies when providing our services described in this Brochure: Risk: The risk of Quantitative Analysis arises from inaccurate assumptions or poor-quality data, leading to unreliable predictions. Additionally, overfitting occurs when models are too closely tailored to historical data, reducing their effectiveness for future predictions. Market changes can render models based on past data obsolete, as they may not account for sudden or unprecedented events information Charting Analysis Gathering and processing of price and volume pattern information for a particular security, sector, broad index or commodity. This price and volume pattern is analyzed. The resulting pattern and correlation data is used to detect from expected performance and departures diversification and predict future price movements and trends. Fundamental Analysis Analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: Our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to- day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. trends is that Risk: The risk of fundamental analysis information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical Analysis Studying past price patterns, and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. price patterns and Cyclical Analysis A type of technical analysis that involves evaluating recurring trends. Economic/business cycles may not be predictable and may have many fluctuations between long-term expansions and contractions. is the difficulty Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to- day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Modern Portfolio Theory A theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a Quantitative Analysis Using mathematical models, statistical techniques, and computational algorithms to analyze financial data. It involves examining data to identify patterns, trends, and correlations, building models to assess and mitigate risks, and selecting a mix of assets for portfolio management. 25 of 47  level of expected return, by carefully given diversifying the proportions of various assets. and sell them immediately, hoping to buy them later at a lower price. Thus, a short seller hopes that the price of a stock will go down in the near future. A short seller thus uses declines in the market to his advantage. The short seller makes money when the stock prices fall and loses when prices go up. The SEC has strict regulations in place regarding short selling. Risk: Market risk is that part of a security's risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification. Long-Term Purchases Securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Short selling is very risky. Investors should exercise extreme caution before short selling is implemented. A short seller will profit if the stock goes down in price, but if the price of the shares increase, the potential losses are unlimited because the stock can keep rising forever. There is no ceiling on how much a short seller can lose in a trade. The share price may keep going up and the short seller will have to pay whatever the prevailing stock price is to buy back the shares. However, gains have a ceiling level because the stock price cannot fall below zero. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long- term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. short investment and make Short-Term Purchases Securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: A short seller has to undertake to pay the earnings on the borrowed securities as long as the short seller chooses to keep the short position open. If the company declares huge dividends or issues bonus shares, the short seller will have to pay that amount to the lender. Any such occurrence can skew the entire it unprofitable. The broker can use the funds in the short seller's margin account to buy back the loaned shares or issue a "call away" to get the short seller to return the borrowed securities. If the broker makes this call when the stock price is much higher than the price at the time of the short sale, then the investor can end up taking huge losses. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Risk: Margin interest can be a significant expense. Since short sales can only be undertaken in margin accounts, the interest payable on short trades can be substantial, especially if short positions are kept open over an extended period. Risk: Shares that are difficult to borrow – because of high short interest, limited float, or any other reason – have “hard-to-borrow” fees. These fees are based on an annualized rate that can range from a small Short Sales Unlike a straightforward investment in stocks where you buy shares with the expectation that their price will increase so you can sell at a profit, in a "short sale" you borrow stocks from your brokerage firm 26 of 47  fraction of a percent to more than 100% of the value of the short trade. The hard-to-borrow rate can fluctuate substantially on a daily basis; therefore, the exact dollar amount of the fee may not be known in advance, and may be substantial.   determine that it is suitable given your stated investment objectives and tolerance for risk. This may include buying and selling securities frequently in an effort to capture significant market gains and avoid significant losses. Margin Transactions A securities transaction in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan. Risk: When a frequent trading policy is in effect, there is a risk that investment performance within your account may be negatively affected, particularly through increased brokerage and other transactional costs and taxes. Risk: If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a portion of the stock in order to maintain the margin requirements of the account. This is known as a "margin call." An investor's overall risk includes the amount of money invested plus the amount that was loaned to them. the strategies relative Investment Strategy Due Diligence We utilize a combination of qualitative and quantitative factors to identify, evaluate, and monitor the strategies made available on our Platforms. The quantitative analysis focuses on the performance of to benchmarks and peers, portfolio, risk metrics, and both the short-term and long-term track records of the strategies managed by each investment manager (including Strategists and SMA Managers, each, an “Investment Manager”). Our qualitative analysis reviews the breadth and depth of resources of operations of the Investment Manager, including organizational history, investment team experience, investment firm size and ownership structure, philosophy and process, client servicing capabilities, relationship with us, and other characteristics. Option Writing A securities transaction that involves selling an option. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a particular security at a specified price on or before the expiration date of the option. When an investor sells a call option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. When an investor sells a put option, he or she must pay the strike price per share if the buyer exercises the option, and will receive the specified number of shares. The option writer/seller receives a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. trading Trading We may use frequent trading (in general, selling securities within 30 days of purchasing the same securities) as an investment strategy when managing your account(s). Frequent is not a fundamental part of our overall investment strategy, but we may use this strategy occasionally when we Our Investment Due Diligence Committee oversees the Investment Manager due diligence, selection and monitoring processes. The Investment Due Diligence Committee reviews manager performance and addresses potential concerns, collaborates on new manager searches, and discusses recommended manager terminations. New investment strategies, including, but not limited to, separate accounts and funds managed by unaffiliated Strategists, include but are not limited to performance and style analysis, risk analysis, information obtained through onsite due diligence meetings with the appropriate executive and investment personnel, and a review of the manager’s investment strategy due diligence Investment Due questionnaire responses. The their professional Diligence Committee uses 27 of 47  factors into consideration judgment and investment experience while taking these when recommending any investment action such as the addition of a new strategy to the platform and/or manager terminations. Orion Investment Portal All of the Strategists and Strategist Models available on our OPS Platform are available to the investment advisory firms and their representatives that are the portfolio accounting and other utilizing technology tools offered through our affiliate, Orion Tech. To monitor Investment Managers and manage the strategies on the platform, we utilize various third- party analytical software. Also, we use a proprietary risk scoring methodology. This tool assists Advisors in developing and selecting Investment Manager strategies by assigning a risk score to each strategy on our Platforms. The tool helps Investment Advisors with portfolio construction and asset allocation. As a Client’s Investment Advisor determines the investment strategy to utilize based on the Client’s investment needs, Clients should consult their Advisor’s Form ADV Part 2A for a full description of their investment analysis to determine how the strategy selected best suits the Clients investment needs and risk tolerance. We make additional Strategists and Strategist Models available for use by these unaffiliated investment advisors through our Orion Investment Portal. Our Due Diligence team conducts a less thorough review of the Strategist Models available only through the Orion Investment Portal. This limited due diligence consists of a quantitative if applicable, the review of the Strategy and, Strategist, which includes, but is not limited to historical risk and return performance against peers and benchmarks, assets under management for the Strategy and Strategist, length of performance track record, and other factors. If the due diligence team has no concerns, the Strategy is added to the Orion Investment Portal. Such Strategist Models are not subject to review by our Due Diligence Committee. are responsible The Investment Managers are not provided individual information about the Client or their investment goals and objectives and do not have an advisory relationship with the Client. Any questions regarding the management of the investment strategies or the Client’s Account should be directed to the Client’s Investment Advisor. Investment Advisors in instructions. style, geography, To assist identifying Strategies and understanding our ongoing views on the Strategists and Strategies, we make available a “Select List” and a “Watch List.” The Select List contains Strategies OPS Global which exceed certain thresholds relating to both quantitative metrics and qualitative assessments and are viewed as high conviction by our Due Diligence team. The “Watch List” contains Strategies identified by our Due Diligence team as having attributes that warrant concern but have not yet been determined as Strategies that should be removed from our Platform. The Select List and Watch List are each updated on a semi-annual basis. Individual Securities We do not review investment decisions regarding individual securities made by unaffiliated Investment Managers. While we for implementing an Investment Manager’s instructions with respect to Client accounts invested in a model, we do not review or make any independent determination with respect to the merits of such Investment decisions investment relating to fund shares for strategies managed directly by us are made by our investment team. The selection process can generally be defined as eclectic in nature, with no specific constraints based on size, liquidity, sector or other predetermined criteria. Our investment team may consider a broad array of factors in determining the purchase or sale of a security, including but not limited to, the upside potential, downside risk, valuation metrics, technical outlook, future catalyst and/or other event, diversification benefit information. 28 of 47  to analyze personal situation, and investment experience. We utilize our proprietary computerized software program investment strategy the questionnaire to ensure the selected strategy or strategies are suitable for the Client. Our investment team is responsible for maintaining the logic, which includes maintaining investment strategy the questionnaire. Custom Indexing We make available certain Custom Indexing and tax managed strategies, which replicate broad market indices or strategist models through the direct purchase of individual securities. These strategies seek to replicate the risk/return profile of the index or strategy being targeted and can create tax alpha by harvesting tax losses to offset taxes on capital gains as well as provide comprehensive tax transitions. When creating an investment strategy profile for a client in our Wealth Advisory Program introduced to us by a solicitor Investment Advisor, we consider various factors, including, but not limited to, Client risk tolerance, risk capacity, risk composure, investment time horizon, liquidity needs, tax bracket, and account type. We also consider a Client’s level of investable assets and desired level of investment discretion in recommending programs. Discretionary Programs As mentioned above, in addition to third-party Investment Manager strategies, we make available certain strategies that are managed internally. The platform provides portfolios managed by our portfolio management team using mutual funds, ETFs, stocks, and other exchange-traded products. Our investment due diligence team and Investment Due Diligence Committee do not review our proprietary strategies. recommendations directly to in Investment Analysis for Solicitor Clients The following information relates to the Method of Analysis and investment strategies for Clients introduced to us under a solicitor arrangement, as Item 4 – Services, Fees and described Compensation of this Brochure. that accounts for Within the RPS program, we offer an investment strategy questionnaire that Plan sponsors can share with Plan participants to help them choose a suitable investment strategy. However, we do not give investment the participants. Asset Allocation Process For solicitor Clients, once we have created an investment strategy profile, the solicitor creates an asset allocation that aligns Client objectives with investment strategies using investment disciplines that are suitable for achieving the Client’s stated goals, which we then review. For discretionary portfolios, each program will be managed within the stated ranges for each major asset class. With respect to any investment recommendation, neither we nor the Asset Allocation Committee or Investment Committee members favor one Client or group of Clients at the expense of other Clients. Investment Strategy Development Critical to the success of any investment plan is a well-defined strategy risk tolerance, risk capacity, risk composure, time horizons, rate of return targets, and liquidity needs. We use an investment strategy questionnaire (also called a Risk Tolerance Questionnaire or Risk Tolerance Assessment) to assist in developing a recommended or suggested investment strategy for each Client. Risk Budgeting We also utilize Risk Budgeting for certain investment strategies. Risk Budgeting is the spending allowance with regard to risk that we allow for a Client’s portfolio. The risk associated with each investment is carefully considered before it is added to a Client’s portfolio. Under Risk Budgeting, Clients are assigned a Risk Budget and each security is assigned a risk Investment Strategy Questionnaire BCI Clients introduced to us through a solicitor Investment Advisor will complete an investment strategy questionnaire developed by us or a third- party advisor which identifies the Client objectives, assets, risk tolerance, risk capacity, risk composure, 29 of 47  funds, which we believe Strategists and/or eliminates any incentive or conflict with respect to the allocation of assets in a Client’s account. We utilize only our Destinations Funds in our Destinations Funds models, for which we serve as the advisor and receive an advisory fee from the Destinations Funds. This creates a potential conflict of interest, which we seek to mitigate by excluding the Destinations Funds when calculating the Brinker Fee Component and Administration Fees, as applicable, for accounts in the Destinations models. See also Item 9 – Additional Information of this Brochure. value primarily based on volatility. The Risk Budget is expressed as a percentage of the risk relative to a diversified equity portfolio benchmark. For example, a Risk Budget of 100 would represent a portfolio with a risk similar to 100% of the risk of a diversified equity portfolio and a portfolio with a Risk Budget of 60 would represent a portfolio with a risk similar to 60% of the risk of a diversified equity portfolio. Within the constraints of the Risk Budget that Clients select, we actively seek to identify attractive market opportunities. Our Risk Budgeting Methodology is flexible enough to be applied to a broad variety of Client risk comfort levels, from aggressive to conservative. in and/or investment compensation Investment As discussed in Item 4 – Services, Fees and Compensation of this Brochure, we may retain a portion of the Strategist Fee / Strategy Fee Component of a strategy, or otherwise receive compensation from a Strategist. In addition, as Information, Item 9 – Additional discussed Strategists may provide support payments for marketing and / or events created by or hosted by us and our affiliates. This creates a conflict of interest when determining to include a Strategist or Strategy on the “Select List” or “Watch List” discussed above. We mitigate this conflict by ensuring the criteria used to add or remove a Strategy to the Select List” or “Watch List” is based solely on the investment due diligence team’s independent assessment of the Strategy. Compensation we receive from Strategists, either directly or indirectly, is not taken into account by our investment due diligence team when adding or removing Strategies from the “Select List” and “Watch List.” Conflicts of Interest From time to time, our investment team, Investment Committee, and/or the Investment Due Diligence Committee members may have a conflict of interest when making an investment recommendation, including any benefits we or such individuals receives from a third party. When a particular investment recommendation creates a conflict of interest, the investment team member, Investment Committee member, Investment Due Diligence Committee member will (i) ensure the nature and extent of his or her interest is fully disclosed prior to the transaction, including disclosure of any direct or the indirect team member, Committee member, Investment Due Diligence Committee member, and/or we receive in connection with the transaction and (ii) make the recommendation only if he or she has a reasonable belief that the transaction is in the Client’s best interest. Risk of Loss The description contained herein is an overview of the risks entailed in the various advisory programs we offer and is not intended to be complete. All investing involves a risk of loss, our programs could lose money over short or long periods. Our parent company, Orion Advisor Solutions, Inc. (“Orion”) maintains a Conflicts Committee charged with identifying and addressing conflicts of interest that exist in our business and the business of our affiliates. The Conflicts Committee is chaired by our Chief Compliance Officer. in securities Under our current fee schedules, the amount of fees we receive does not change based upon the allocation of assets in a Client’s account among Investing inherently risky. An is investment in mutual funds, exchange-traded funds, or stocks could lose money. We and the Strategists cannot give any guarantee that they will achieve 30 of 47  ratings of the portfolio’s securities. Generally, investment risk and price volatility increase as a security’s credit rating declines. their investment objectives or that Clients will receive a return on or return of their investment. Although money market funds are considered low risk, they are affected by other types of risk, mainly interest-rate risk and inflation risk. The underlying value of the instruments within the money market fund may change depending on the direction of interest rates. Derivatives Risk Derivatives, such as options, futures and swaps, can be volatile, and a small investment in a derivative can have a large impact on the performance of the portfolio. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. No Guarantee The value of a Client investment could decline and be worth less than the principal initially invested. And while a money market fund seeks a stable share price, its yield fluctuates. In addition, mutual funds are not insured or guaranteed by an agency of the U.S. government. Bond funds, unlike purchasing a bond directly, will not re-pay the principal at a set point in time. Risks Performance could be impacted by a number of different market risks including but not limited to: Foreign Risk Foreign investments are subject to the same risks as domestic investments and additional risks, including international trade, currency, political, regulatory and diplomatic risks, which may affect their value. Also, foreign securities are subject to the risk that their market price may not reflect the issuer’s condition because there is not sufficient publicly available information about the issuer. Loss of Capital All of our programs are subject to general market risk. Any investment in the securities is subject to risk of loss of capital. The value of the portfolio will fluctuate based upon changes in value of the underlying securities. Investments are not insured by the Federal Deposit Insurance Corporation. Leverage Risk Certain transactions, such as reverse repurchase agreements, dollar rolls, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, may give rise to leverage, causing a portfolio to be more volatile than if it had not been leveraged. Interest Rate Risk Portfolios may change in response to the movement of interest rates. The price of a fixed income security will generally fall when interest rates rise, and vice versa. Manager Risk Performance may deviate from overall market returns if we or any unaffiliated Strategist is either more defensive or more aggressive when the market is rising or falling, respectively. Liquidity Risk Certain securities eligible for investment by the portfolio may be deemed to be illiquid under applicable law. During periods of market turbulence or unusually low trading activity, in order to meet redemptions, it may be necessary for the portfolio to sell such securities at prices that could impact portfolio value. Credit Risk The value of a Client’s investment in the portfolio may change in response to changes in the credit 31 of 47  to appoint Execution Delay Risk In our Retirement Plan Services program, we provide instructions regarding mutual funds and ETFs included in the asset allocation models for the RPS program and the weightings thereof. Changes to those models result in the purchase and sale of mutual funds and ETFs for participant accounts. is responsible for However, the recordkeeper implementing mutual fund and ETF sales and purchases and there may be a delay in the execution of BCI’s instructions by the Recordkeeper and/or the custodian. Any such delay could be significant and could adversely affect the investment performance of the participant’s account. the various Clients authorize us Strategists who have trading authority, to vote proxies for securities held in their account with such manager. We will vote proxies in accordance with the instructions of the Strategist(s) for securities held in the Client's account with the manager, provided that the instructions are timely received by us. If the Strategist’s instructions are not timely received, we shall vote the proxies for these securities, as well as proxies for any other securities held in a Clients account, in accordance with the recommendations provided by an independent proxy voting advisory service (a “Proxy Voter”). For Strategists that provide a model to us in which we have trading authority, we shall vote the proxies of the securities in accordance with the recommendations provided by a Proxy Voter. The level of exposure to any of the foregoing risks will depend on the extent to which BCI or any third- party or fund manager invests in specific securities or utilizes specific investment strategies that pose such risks. that Clients are considering Alternative Investments Alternative investments, such as Private Equity Funds, non-traded Real Estate Investment Funds, Hedge Funds, and typically any security or investment that is not traded and priced on a daily basis, are speculative and involve substantial risks. It is possible that investors may lose some or all of their investment. Please review the offering documents for the risks associated with each alternative for investment investment. We retain the right to vote proxies for mutual fund shares and ETF shares. Generally, we vote such proxies in accordance with recommendations provided by a Proxy Voter. However, we retain the right to vote the proxies without a recommendation from a Proxy Voter if a Clients accounts own in the aggregate one percent (1%) or more of the outstanding shares of the issuer as of the record date, provided that all such decisions are made in accordance with our Proxy Voting Policy and Procedures (the "Voting Policy"). In the event we are voting such proxies without a recommendation from a Proxy Voter, the guiding principle by which we vote on all matters submitted to security holders is the maximization of the ultimate economic value of our Clients’ holdings (the "Guidelines"). For accounts subject to ERISA and other covered person benefit plans, the focus on the realization of economic value is solely for the benefit of plan participants and their beneficiaries. Alternative Investment Mutual Funds Alternative investment mutual funds are speculative and involve substantial risks. It is possible that investors may lose some or all of their investment. Please review the mutual fund prospectus for the risks associated with each alternative mutual fund that Clients are considering for investment in a Strategist Model. In the Destinations program, proxy ballots are sent directly to Clients. However, if Clients indicate on the custodial account application form (in the manner required by the custodian) that we are to vote proxies on their behalf, their account is included in a rolled-up ballot which is voted by us in accordance with recommendations from a Proxy Voter. Summary Of Proxy Voting We vote proxies for certain Client accounts. Please refer to the Terms of Use for details regarding proxy authority. If Clients grant us proxy voting authority, 32 of 47  determine the appropriate vote. The Strategist will retain all documents prepared by him/her (or at his/her direction) that were material to making a decision on how to vote or that memorializes the basis for the decision. Our Investment Committee has the responsibility to monitor proxy voting decisions for any conflicts of interests, regardless of whether they are actual or perceived. If at any time any supervised person becomes aware of any potential, actual, or perceived conflict of interest, the supervised person is required to contact the Chair of the Investment Committee or the Chief Compliance Officer immediately and prior to the vote being cast, if possible. The Investment Committee may cause any of the following actions to be taken in that regard: We and all Strategists retained by us have adopted and implemented written policies and procedures. We will provide these policies and procedures to each Client using their investment management services in compliance with current regulations. A copy of our Voting Policy is available, upon request, by contacting us at 859-426-2000. • Vote the proxy in accordance with the vote indicated by the Guidelines; • Vote the relevant proxy contrary to the vote that would be indicated by the Guidelines, provided that the reasons behind the voting decision are in the best interest of the Client, are reasonably documented, and are approved by the Chief Compliance Officer; or Absent any legal or regulatory requirement to the contrary, it is generally our policy to maintain the confidentiality of the particular votes that we cast on behalf of our Clients; however, we will obtain and make available to each Client the voting record of each Strategist with respect to their account upon receipt of a written request. Clients may obtain details of how we voted the securities in their account by contacting our Client Services at us at 859-426-2000. The Proxy Voter posts information regarding that vote on its secure website. • Direct the Proxy Voter to vote in accordance with its independent assessment of the matter. If any potential conflict is either determined not to exist, or is resolved, the relevant Strategist will 33 of 47  Item 7 – Client Information Provided to Portfolio Managers Investment Advisor’s or implementing any the position weightings thereof, which are implemented by us, subject to any reasonable investment restrictions or limitations imposed by the Client and communicated to us in writing. We are responsible for implementing the model manager’s instructions with respect to Client accounts invested in the model. However, we do not review or make any independent determination with respect to the merits of the manager’s investment instructions. The discretionary authority of each Strategist providing a model is limited to making decisions with respect to the specific securities and portfolio weightings of in the manager’s model such securities held portfolio. The model manager is not responsible for determining the suitability of the model for any Client Client-specific restrictions or limitations. Client’s Investment Advisor has agreed to make periodic contact with the Client, in a manner consistent with fiduciary obligations and applicable law. Together, Clients and their Investment Advisor determine whether a change in Client objectives warrants a change in the criteria used to manage Client assets. We also make quarterly performance evaluations available to Clients that describe their current personal and investment information. We use this information as the primary reference for managing Client accounts. If any information has changed, Clients are instructed to promptly advise us of any changes. If the information is current, no further action is required. Clients also have access to their account information at all times via our web site where investment objectives, Clients can view their investment policy statement and other important information regarding the management of a Client’s account. We do not provide any Client specific information to Strategists that provide us a model portfolio. (rather Strategists with our Strategist Program on our OPS Platform remain responsible for managing the Strategist Models They are not provided Client’s individual information or investment goals and objectives, and do not have a direct relationship with the Client. through For Clients introduced to us through a solicitor, we construct an asset and portfolio allocation that reflects any specific information pertaining to the Client’s account including investment guidelines that have been determined the Client’s investment strategy questionnaire, and any explicit instructions, and will communicate such information to the Strategist as necessary in connection with the management of the Client’s account. in Individualized Account Management When an account is first opened with a Strategist who is providing direct management of a Client’s account than providing management through a model, as described in the previous paragraph), we provide the Strategist with Client information and investment objectives, restrictions, dollar amounts, and whether Clients are subject to alternative minimum tax, if applicable. This may be provided when Clients first select the Strategist at the time the account is opened or when a new Strategist is added to an allocation as part of a Strategist rebalance or substitution. We also provide Client information to these Strategists when Clients inform us of a material change to their account, such as a name change, a change investment objectives, or a change to the restrictions associated with the Client’s account. Portfolio managers can also request updated information from time to time in connection with an account. the manager’s instructions communicated to Strategists Model Managers Portfolio managers may provide management of a Client’s account by maintaining with us a model that contains or recommendations as to the securities to be purchased, held, or sold for the Client's account and is Information generally name, address, social security number, 34 of 47  dollar amount, restrictions, investment objectives, whether subject to alternative minimum tax, and whether there are any systematic investments or distributions on an account. Such Strategists may request a copy of the Client investment advisory agreement. 35 of 47  Item 8 – Client Contact with Portfolio Managers managers on various subjects ranging from changing market conditions to particular stock selections in the Client’s portfolio are generally available. Any questions regarding the management of the Strategist Models or our portfolio or account should be directed to the Client’s Investment Advisor, or our Customer Service Representatives at 859-426-2000. Certain Strategists that have been approved for use in the programs are directly accessible to Clients through the coordination of their Investment Advisor and our home office. Conference calls with these 36 of 47  Item 9 – Additional Information Disciplinary Information dealer, or Clients in the MMLIS Brinker co-advisory program for whom MMLIS serves as the introducing broker-dealer. BCS receives no commissions in connection with securities transactions in wrap fee accounts for which it acts as introducing broker. Neither we nor any of our employees have been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s evaluation of us or our personnel. Industry Activities and Other Financial Affiliations Other Registrations Neither we nor any of our management persons are registered or have applications pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. As discussed above, we are a subsidiary of Orion Advisor Solutions, Inc (“Orion”). The following direct and indirect subsidiaries of Orion are affiliates of OPS: • Advizr, Inc dba Orion Planning • BasisCode Compliance LLC dba Orion Compliance • Orion Advisor Technology, LLC (“Orion Other Affiliates and Affiliations We use the products and services of our affiliates to assist us in providing the advisory services to Clients. In addition, the Client’s Investment Advisor may use the services of our affiliates. Below is a list of these affiliates and their activities. Tech”) • Constellation Trust Company (“CTC”) • Destinations Funds Trust • Brinker Capital Securities, LLC (“BCS”) • GxWorks, LLC dba Orion Risk Intelligence (formerly HiddenLevers) • Redtail Technology, Inc. • Summit Wealth Systems, Inc. • Townsquare Capital LLC (“TownSquare”). Our executive officers also serve as officers and directors of the other Orion affiliates. Orion Advisor Technology, LLC (“Orion Tech”), Orion Planning, and Orion Risk Intelligence We utilize the back-office system provided by Orion Tech for trade processing, account management, and performance reporting for certain Programs. We also make available to Clients and their financial advisor planning tools from Orion Planning and risk analytics tools from Orion Risk Intelligence. We believe that the utilization of Orion Tech, Orion Planning, and Orion Risk Intelligence do not create a conflict of interest. a Destinations Funds We are the investment advisor for the Destinations Mutual Funds and we receive an investment advisory fee for this service, which presents a potential conflict of interest. The Destinations Mutual Funds are included in the Destinations strategies offered through our Strategist Program and Communities such platform. Additional information about Broker-Dealer Registrations Brinker Capital Securities, LLC (“BCS”) is a registered broker-dealer and is our affiliate. BCS acts as introducing broker-dealer under clearing agreement with National Financial Services, LLC (“NFS”) for all accounts in our programs offered under the BCI name that are custodied at NFS, excluding those accounts introduced by Fidelity Brokerage Services, LLC, an NFS affiliated broker- 37 of 47  potential conflict of interest can be found in the Material Conflicts of Interest section below. the ability to enhance their current investment program or utilize models provided by institutional portfolio strategists. TownSquare markets this program under the name Orion OCIO, which stands for Outsourced Chief Investment Officer. We have a sub-advisory agreement in place with TownSquare to manage some products available on our platform. Due to the fact that TownSquare is an affiliate, we have an incentive to utilize TownSquare as a sub- advisor. Orion Compliance Orion Compliance is a compliance management system owned and sold by our parent company. The cloud-based software platform provides core compliance functions including management of policies and procedures, employee trade monitoring, testing, and certifications. We utilize Orion Compliance as a technology solution for our compliance program. Material Conflicts of Interest Our parent company, Orion, maintains a Conflicts Committee charged with identifying and addressing materials conflicts of interest that exist in our business and the business of our affiliates. The Conflicts Committee is chaired by our Chief Compliance Officer and includes senior employees across the technology and wealth management offerings of Orion. Constellation Trust Company ("CTC") CTC is a Nebraska chartered trust company and is our subsidiary. Some of our executive officers also serve as officers and directors of CTC. CTC's custodial services facilitate certain BCI Clients who desire a third-party investment advisor such as us to manage their account(s). We and our affiliates may recommend CTC, among other custodians, to our Clients. CTC has established electronic interfaces and capabilities necessary to maintain and aggregate custodial records and reporting for Clients invested investment platforms. We have across various entered into an arrangement with CTC to waive the annual custodial fee for BCI Clients. All other custodial fees and charges of CTC are set forth in the CTC custodial agreement. Trades for BCI Client accounts custodied at CTC are effected via the National Securities Clearing Corporation through arrangements with third parties, including Matrix Settlement and Clearance Services, LLC ("Matrix") and Charles Schwab & Co., Inc. The Destinations Funds (for which we serve as investment advisor) and other mutual funds held by BCI Clients with assets custodied at CTC pay shareholder servicing or sub-transfer agent fees to CTC for distribution and/or shareholder servicing related assistance associated with making a Client's investments in such funds. Our policies and practices with respect to selecting share classes for accounts invested in programs that are held at CTC or any other custodian, are described in Item 4 – Services, Fees and Compensation of this Brochure. CTC receives 12b-1 fees from mutual funds held in some Client accounts. Mutual Fund Transaction Fees In the Core Asset Manager, Destinations ETFh, and Wealth Advisory programs, we have the choice of using either non-transaction fee (“NTF”) funds or transaction fee funds. While transaction fee funds generally have a lower expense ratio to the Client than an NTF fund, the clearing and custody costs paid by us are higher for transaction fee funds than for NTF funds. For Clients with fee schedules in effect prior to April 1, 2017, this may create a conflict by giving us the incentive to select NTF funds in order to reduce the clearing and custody fees for Client TownSquare Capital, LLC TownSquare is an investment advisor registered with fee-based the SEC. TownSquare provides a investment platform that allows investment advisors 38 of 47  accounts, instead of selecting transaction fee funds that may have a lower expense ratio to the Client. In order to address this potential conflict, we pay the custodian an asset-based fee for clearing and custody, which we took into account when establishing its prior fee schedule(s) for these programs. that the in “qualifying factors” for the portion of through the Destinations Funds We in the Destinations Funds invest accounts program in Destinations Funds, for which we serve as the investment advisor. As investment advisor to the Destinations Funds we receive an advisory fee. We do not employ the same due diligence procedures that we apply to other fund managers and Strategists in evaluating the Destinations Funds. However, our decisions with respect to the selection, allocation of assets, and termination of a sub- advisors of the Destinations Funds are subject to the oversight and approval of the Board of Trustees of the Destinations Funds (a majority of which are unaffiliated with us). In addition, we do not assess the Brinker Fee Component or Administrative Fee, as applicable, the Client’s Destinations portfolio invested in the Destinations Funds. Investment Advisors Elite Advisor Network We offer an Elite Advisor Network program (the “EAN Program”) in which qualifying Investment Advisor firms or their individual representatives that utilize OPS. Participants in the EAN Program receive non-cash benefits from us designed to help better serve their clients and enhance their business practices. These non-cash benefits are generally based on two factors: 1) the amount of client assets under management qualifying representative recommends be managed by or through us and 2) participation by the qualifying representative including attending marketing events hosted or sponsored by us. Benefits that qualifying representatives receive through the EAN Program vary by tier, but may include, but are not limited to: enhanced training for the representative and his or her staff, access to our staff, enhanced client application processing and handling, business transition services, marketing support, increased discounts on value-added technology services, expense reimbursement for travel to and attendance at events we approve, and access to other functions we sponsor and approve. Even though qualifying representatives do not receive additional cash compensation directly from EAN Program, qualifying us representatives may have an incentive to refer Clients to invest with us so that they may qualify or requalify for the EAN Program. This creates a conflict for the representatives when recommending our services to Clients. Clients should ask their financial adviser about the benefits he or she receives from the EAN Program. in the program and Technology, Financial Professional Seminars We organize educational seminars for solicitor and co-advisor that may be sponsored or co-sponsored by various Strategists that participate in our advisory programs. Strategists who participate in this program pay a fee which is used to defray expenses associated with such events. A Strategist’s participation is voluntary. We do not consider a Strategist’s participation in this program when making Strategist or Strategy recommendations to Clients, approving or removing a Strategist or Strategy through our Investment Due Diligence Committee, or adding or removing a Strategy from our “Select List” or “Watch List.” Affiliate Offerings Our affiliates Advizr, Inc. dba Orion Planning, BasisCode Compliance LLC dba Orion Compliance, Orion Tech, GxWorks, LLC dba Orion Risk Intelligence, Inc. Redtail (collectively our “Technology Affiliates”) offer technology solutions to investment advisors, which may include the co-advisor on Client accounts with us, or the solicitor who introduced the Client to us. 39 of 47  12 – Brokerage Practices of our Form ADV Part 2A Brochure. in our We have adopted and implemented policies and procedures we believe are reasonably designed to manage these conflicts of interest and to prevent violations of applicable law. is available Our Technology Affiliates have collectively created a program for third party investment advisors in which eligible Investment Advisors receive a reduction in fees owed to our Technology Affiliates when they provide additional advisory services. The total amount of assets managed investment advisory programs is also a factor in determining the amount of the fee reduction in certain instances. As such, an Investment Advisor may have a reduction in their costs to utilize our Technology Affiliates’ services based on their Clients’ collective assets under management within our advisory programs. This creates a conflict for these Investment Advisors because the more assets that they recommend be invested in our advisory programs, the lower their cost is to receive the services of our Technology Affiliates. We do not receive any portion of the fees the Investment Advisors pay to our Technology Affiliates, nor do these fee reductions apply to the fees paid by the Client for the advisory services we offer. Third Party Technology Services Arrangements We utilize the investment advisor technology platform created by our affiliate, Orion Tech. This platform to other, unaffiliated investment advisors and features integrated third- party services available through unaffiliated financial technology providers, creating integrated services available to users of Orion Tech (including OPS). Through Orion Tech’s arrangements with such third party technology providers, Orion Tech receives revenue based on the usage of the third-party service through its platform. While such third-party services are typically integrated into the Orion Tech technology experience for ease of use, users of Orion Tech’s technology services are not prevented from choosing alternative providers. Nevertheless, the inclusion of certain third-party service providers on Orion Tech’s platform for which Orion Tech receives revenue for the services it provides to support the integration creates a conflict as we are encouraged to refer or recommend those services which would generate more revenue for Orion Tech. Such services are discussed in detail below. arrangement with Strategist Data We offer a program where Strategists on our platform can purchase from us data containing aggregate information regarding the investment advisors who are researching or recommending their strategies or models. This program is voluntary for Strategists. This program creates a conflict of interest for us as we are encouraged to prefer Strategists who agree to purchase such data. We mitigate this conflict by subjecting all Strategists to the same Due Diligence process regardless of their us. Additional business information regarding our Due Diligence process can be found in Item 6 – Portfolio Manager Selection and Evaluation of this Brochure. Custodian Conflicts For a discussion of the potential conflict of interest that could arise from the economic benefits we receive from NFS and Charles Schwab & Co., Inc. (“Schwab”) in the form of the support products and services these firms make available to us, see Item DPL Financial Partners DPL Financial Partners (“DPL”) is a financial service provider that coordinates the provision, either directly or through its associated and licensed broker-dealer, of certain insurance products, including annuities. DPL supports such activities through the use of a web-based platform and certain associated Product Tools (collectively, the “DPL Platform”), as well as through relationships that DPL has established with certain insurance carriers that offer Insurance Products. DPL offers the use of its 40 of 47  insurance services through a membership program. DPL is unaffiliated with us or any of our affiliates. in Our affiliate, Orion Tech, has entered into an arrangement where DPL will share a portion of the membership fee paid to it by any investment advisor referred to DPL by Orion Tech. DPL will also pay a technology support fee to Orion Tech for its efforts in supporting the integration with the DPL Platform. We do not receive any portion of these fees. There is a conflict as the Client’s third party investment advisor which uses our advisory services described in this Brochure may also use the technology services of Orion Tech, and Orion Tech may receive revenue from DPL if the Clients investment advisor was referred to DPL by Orion Tech and became a member of DPL. A Client’s third party investment which uses our advisory services described in this Brochure may also use the technology services of Orion Tech, and may recommend that Clients allocate a portion of their assets to one or more offerings available on the CAIS platform. In addition, if Clients engage our Wealth Advisory service, we may recommend that Clients allocate a portion of Client assets to one or more offerings available on the CAIS platform. This creates a conflict for us as Orion Tech may receive revenue from CAIS if Clients invest in any offering on the CAIS platform through their investment advisor or our Wealth Advisory platform. This revenue to Orion Tech is in addition to the advisory fee we receive for the Wealth Advisory services provided to the Client described Item 4 – Services, Fees and Compensation of this Brochure. Neither we nor Orion Tech, nor any of our affiliates, is involved in the solicitation or sales of the insurance products through the DPL Platform. Orion Cash and Credit Orion Cash and Credit offers third-party financial advisors who utilize the OPS and BCI Platforms access to an array of banking and lending solutions and related services. These services are offered to our Clients by Uptiq, Inc. (“Uptiq”) through an integration with the platform of our affiliate, Orion Tech. Orion Tech, will receive a fee for Orion Tech clients who are referred to Uptiq’s platform, including our Clients. deposit-related products listed Investment Advisors that utilize the integration to the Uptiq platform, including advisors who use the OPS or BCI Platforms, will have access to Uptiq’s financial institution partners that offer the lending- and below (collectively, the “Financial Products”). In each case, access to the Financial Products is made available to a financial advisor so that the financial advisor may identify one or more selected banking institutions that can offer to the Client certain Financial Products desired by the Client. Such Financial Products currently consist of the following: Capital Integration Systems Capital Integration Systems (“CAIS”), itself and through its subsidiaries, offers a platform for the purchase of private placements and other non- traded assets. CAIS is unaffiliated with us or any of our affiliates. Our affiliate, Orion Tech, has entered into an arrangement where CAIS will pay Orion Tech a fee based on the value of the assets held by Clients of investment advisors who utilize Orion Tech’s technology, including our Clients. Orion Tech will receive no fee until the value of such assets exceeds $100 million, and the size of the fee will increase until the value of such assets exceeds $500 million, at which time the fee will not increase. However, as the fee is based on the value of the assets on the platform, the amount of revenue received by Orion Tech will increase as the value of such assets (either by market gain or additional sales) will increase. We do not receive any portion of this fee. • Mortgage Loans — Loans relating to residential purchases, refinancing, HELOC, and construction loans; 41 of 47  in outside activities, • Working Capital — Corporate, commercial, and business working capital, expansion and acquisition lines of credit and loans; • Commercial Real Estate — Commercial real estate, multifamily and other owned occupied properties; • Securities Backed Lines of Credit (SBLOC) — Automated and highly competitively priced non-purpose securities backed lines along with lines secured by selective private and alternative investments; • Specialty Lending — Premium financing, fund call and operating lines of credit, along with others; Board Member Activities The Board Members of our parent company may be engaged including being employed by or serving as a board member of the parent company or affiliate of one of our third-party Strategists. This creates a conflict for us as we may be encouraged to approve for our platform a Strategist based on this relationship. We mitigate this conflict by requiring that all third party be subject to our Due Diligence process, including Investment Due review and approval by our Diligence Committee, prior to being placed on our platform. See Item 6 – Portfolio Manager Selection and Evaluation of this Brochure for additional information regarding our Due Diligence process. Code of Ethics • Watercraft and Aircraft Lending — New and used watercraft and/or aircraft purchases and refinancing; and FDIC Insured Deposit Program — In-portfolio cash balances, held away debit/transactional cash and outside client cash savings with $2 to $100 million of insurance per tax ID. We have adopted a Code of Ethics (the “Code”) which meets the requirements of Rule 204A-1 promulgated under the Investment Advisers Act of 1940. The Code sets forth a standard of business conduct required of all of our employees (which includes all of our officers, directors, and employees as well as any other person who provides advice on our behalf and is subject to our supervision and control). We effectively treat each employee as an “access person” as defined in Rule 204A-1. Our employees do not include employees of unaffiliated Strategist or Investment Advisors who refer Clients to us (in a solicitor arrangement) or who recommend our services (in a co-advisory relationship), each of whom is required to adopt its own code of ethics applicable to these individuals. Flourish Financial, LLC Flourish Financial, LLC (“Flourish”) offers a platform for Investment Advisors to assist in managing their client’s cash held in checking, savings, or similar banking products. Flourish is unaffiliated with us or any of our affiliates. Our affiliate, Orion Tech, has entered into an arrangement where Flourish will pay Orion Tech a fee based on the value of the balances held by clients of investment advisors who utilize Orion Tech’s technology, including OPS or BCI Platform Clients. Investment Advisor which uses our A Client’s advisory services described in this Brochure may also use the technology services of Orion Tech, and may recommend that Clients utilize the services of Flourish. The Code is based, in part, upon the principle that we and our employees owe a fiduciary duty to our Clients. Each employee must act in a manner as to avoid (1) placing his or her own personal interests ahead of our Clients; (ii) taking inappropriate advantage of his or her position with us; and (iii) any actual or potential conflicts of interest or any abuse of his or her position of trust and responsibility. 42 of 47  The Code provides that employees and members of their households may not: • Securities”), which list must be updated annually. In addition, by the thirtieth day following each calendar quarter, each employee must provide our reports of all Compliance Department with Reportable Securities transactions during such quarter. • material trade in any security while in possession of material nonpublic information about the issuer of a security; communicate nonpublic information about any publicly traded issuer of any securities to anyone else except in the ordinary course of his or her employment- related duties; • disclose to other persons the securities activities engaged in or contemplated for our Client portfolios; or • disclose the holdings in a Client’s portfolios (except, in the case of any employee of us or any of our affiliates, as required to carry out his or her employment-related duties to our Clients or as required by applicable securities laws). In addition, each employee must: • We have no direct or indirect control over the investment decision-making process of unaffiliated Strategists. Accordingly, since our employees are generally not aware of investment decisions of unaffiliated Strategists, our employees may buy or sell for their personal accounts securities which are recommended by Strategists for Client accounts. However, if we receive confidential information regarding an issuer from a Strategist, we may establish a restricted list for such securities. Employees are prohibited from personally, or on behalf of a household member, purchasing any securities on a restricted list. In the event that an employee owns a security that was purchased prior to being placed on the restricted list, the employee must obtain approval (pre-clearance) from the Chief Compliance Officer prior to entering any securities transaction in their personal accounts for the sale of that security. • conduct all of his or her business activities in accordance with the requirements of the Code and consistent with our fiduciary duties to its Clients; comply with all applicable federal securities laws; • promptly report any violations of the Code to our Chief Compliance Officer or Compliance Department; and In addition, each employee must receive prior approval from our Chief Compliance Officer or their designee for (i) any purchase of securities in an initial public offering or a limited offering for the benefit of such employee or member of his/her household or (ii) serving on the boards of directors of any public corporation. • annually certify that he or she has received, read and understands the Code, has complied with all requirements of the Code and disclosed all personal securities transactions required pursuant to the Code. Employees are also subject to restrictions on giving gifts to, or receiving gifts from, certain persons and in dollar amounts that exceed a certain de minimis amount. A copy of the Code is available, upon request, by contacting us at (800) 379-2513. Each employee has already furnished to our Compliance Department a list of all securities required to be reported under the Rule in which either such employee or members of his or her household own a beneficial interest (“Reportable 43 of 47  performance reports on the performance of their total account compared to standard industry indices. Participation or Interest in Client Transactions If Clients select a Destinations Funds strategy, we will utilize Destinations Funds, which are our affiliated mutual funds, in the management of the Client’s account. Clients are advised of the use of Destinations Funds in their agreement with us and in the applicable strategy descriptions, and have the right, at any time, to prohibit us from investing any Client managed assets in Destinations Funds. We and our employees occasionally buy or sell securities identical to those recommended to the Client. It is our express policy that any person employed by us is prohibited from profiting at the expense of our Clients and from competing with our Clients. Review of Accounts Co-Advisory Arrangements For our BCI Platform (if Clients engage us for advisory service via a co-advisory arrangement with an unaffiliated third-party Investment Advisor) and for our OPS Platform, the Investment Advisor will recommend an asset allocation involving various asset classifications and investment styles and will identify for the Client suitable Strategists or other investments to implement the investment disciplines included in the investment strategy agreed upon between the Client by their Investment Advisor. Our services will be limited to managing Client accounts in the manner identified by the Client to us, which will include submission of trades to the custodian, billing authority, and reporting, as those services are identified in the agreement between the Client and us. Investment Advisor’s Solicitor Arrangements For our BCI Platform, If Clients are introduced to us by a solicitor, we will recommend an asset allocation involving various asset classifications and investment styles and will identify for the Client suitable Strategists or other investments to implement the investment disciplines included in the agreed upon investment strategy. Our recommendations will be based on information provided by the Client to us regarding the Client’s objectives, assets, risk tolerance, time horizon, personal situation and investment experience. The Client’s Investment Advisor has agreed to make periodic contact with the Client, in a manner consistent with fiduciary obligations and applicable law. Together, the Client and their Investment Advisor will determine whether a change in the Client’s financial situation and objectives warrants a change in the investments we manage on the Client’s behalf. If any information changes, the Client or their Investment Advisor are responsible for promptly advising us of any changes. Thereafter, we monitor the performance of each Strategy. The Investment Advisor who introduced the Client to us has agreed to make periodic contact in a manner consistent with with the Client, Investment Advisor’s fiduciary obligations and applicable law. Together, the Client and their Investment Advisor determine whether a change in the Client objectives warrants a change in the criteria used to manage the Client’s assets. If any information changes, Clients are responsible for promptly advising us of any changes. If the information is current, no further action is required. We provide Clients with written quarterly Affiliate Technology Reviews of Client Accounts are facilitated through an arrangement with Orion Advisory Technology, LLC “Orion Tech”), one of our affiliates (as noted above). We have engaged Orion Tech to provide a “back office” system which enables us to gather and aggregate client data from multiple platforms and providers, maintain portfolio models, review models and accounts for variances, analyze account performance, generate quarterly and other reports, facilitate the trading of the Clients’ accounts, and 44 of 47  make information available on-line via the internet, in a secure manner, to the Client and their Investment Advisor. investment advisory firms. Investment Advisors are invited to attend seminars and meetings hosted by OPS. The purpose of these meetings is to provide general market and industry information as well as information about OPS’s services. For certain Investment Advisors, we bear the full costs associated with Investment Advisors attendance of such meetings. Unaffiliated Advisors We do not review specific investments made by unaffiliated Strategists of separate accounts or funds. We do not rebalance or change the asset allocation in a Client’s non-discretionary Core Asset Manager or Wealth Advisory account unless the Client requests us to review the agreed upon investment strategy. We do rebalance and actively change the asset allocation of certain discretionary investment strategies referenced Item 4 – Services, Fees and Compensation of this Brochure, and other discretionary accounts within the Wealth Advisory program as warranted. We do not change the investment strategy for an account unless the Client requests us to review the agreed upon investment strategy or the Client or their Financial Advisor instruct us to do so. Client Referrals and Other Compensation Economic Benefits We receive economic benefits from NFS and Schwab in the form of the support products and services these firms make available to us and other independent investment advisors that have their clients maintain accounts at these broker-dealer firms. These products and services, how they benefit us, and the related conflicts of interest are described in Item 12 – Brokerage Practices of our Form ADV Part 2A Brochure. The availability to us of these products and services is not based on our giving particular investment advice, such as buying particular securities for our Clients. Referral Arrangements Certain unaffiliated Investment Advisors refer Clients to us through a solicitor arrangement. Details regarding the circumstances and compensation of these arrangements can be found in Item 4 – Services, Fees and Compensation of this Brochure, respectively. Education Seminars We organize educational seminars for Investment Advisors who recommend our investment programs to their Clients that may be sponsored or co- sponsored by various Strategists and mutual fund managers that participate in our programs. Portfolio managers who participate in this program pay a fee which is used to defray our expenses associated with such events. A Strategist’s participation in the program is voluntary. We do not consider a Strategist’s participation in any of our programs in making manager recommendations to Clients. Securities Backed Lending At the Client's request, we may facilitate lending arrangements between the Client and a bank using the securities in their Account as collateral. We do not provide advice in connection with such lending arrangements. Marketing Support We compensate Investment Advisors for certain approved marketing reimbursement expenses, including but not limited to client appreciation events. Certain investment advisory firms are paid a fee for the administrative and due diligence expenses incurred in offering OPS’s services to Clients of their Investment Advisors. These fees are either a flat dollar amount or based upon a percentage of the value of new or existing accounts referred to OPS by the applicable Investment Advisors. These fees may also be used to sponsor conferences hosted by Investment Advisors or their 45 of 47  the firm for support services. Some of those services help us manage or administer Client accounts while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis and at no charge to us as long as we maintain a total of at least $10 million of our Clients’ assets in accounts at Schwab. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by the Client. Schwab’s services described in this paragraph generally benefit the Client or Client account(s). Marketing Support We may also pay certain broker-dealer or investment advisors an administrative or marketing fee (either a percentage of the referred clients’ assets under management or a fixed annual fee) to compensate certain soliciting administrative and marketing services and/or to support or participate in educational conferences and events and training programs sponsored or co- sponsored by such firms. Such compensation arrangements may be ongoing or in connection with limited promotional programs and are disclosed as required under 17 CFR Section 275.206(4)-1(b). From time to time, we may also participate as a sponsor of conferences and educational and promotional events organized by solicitor firms. Fees paid by us for such sponsorship opportunities help defray expenses associated with such events. programs sponsored by Schwab also makes available to us other products and services that benefit us but may not directly benefit the Client or their account(s). These products and services assist us in managing and administering Client accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our Clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: Such administrative or marketing fees or sponsorships are paid by us from our own assets and do not result in any differential in the management fee charged by us for accounts with respect to which we pay such fees and those with respect to which we do not pay such fees. Since the compensation paid to the Client’s solicitor, particularly during any promotional programs, may be more than what the solicitor would receive if the Client participated in other investment investment advisors, the solicitor may have a financial incentive to recommend our programs over other programs or services. • provides access to Client account data (such trade confirmations and / Custodian Related • as duplicate account statements); facilitates trade execution and allocate aggregated trade orders for multiple Client accounts; (”SAS”) • provides pricing and other market data; • facilitates payment of our fees from our Clients’ accounts; and • assists with back-office functions, recordkeeping and Client reporting. Broker-Dealer Compensation Schwab Advisor Services Schwab Advisor Services is Schwab’s business serving independent investment advisory firms like ours. SAS provide us and the Client with access to Schwab’s institutional brokerage trading, custody, reporting and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various 46 of 47  Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events • technology, compliance, legal, and business consulting; • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Irrespective of direct or indirect benefits to our Client through Schwab, we strive to enhance the Client’s experience, help reach their goals, and put their interests before that of our firm or its associated persons. Financial Information Audited Balance Sheet The requirement to provide an audited balance sheet is not applicable to Orion as it does not require Clients to prepay fees six months or more in advance. to meet contractual and Financial Condition Orion has no financial commitment that impairs its ability fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. 47 of 47