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 http://www.brinkercapitalinvestments.com/ This Brochure provides informaOon about the qualificaOons and business pracOces of Orion PorSolio SoluOons, LLC (“OPS,” “Brinker”, “BCI,” “we,” “us,” or “our”). If you have any quesOons about the contents of this Brochure, please contact us at 859-426-2000. The informaOon in this Brochure has not been approved or verified by the United States SecuriOes and Exchange Commission (the "SEC") or by any state securiOes authority. OPS is a registered investment advisor. Investment advisor registraOon does not imply a certain level of skill or training. AddiOonal informaOon about OPS is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides informaOon about those individuals who are registered as investment advisor representaOves of OPS. Updated: July 31, 2026 1 of 74  Item 2 – Material Changes This Brochure is dated July 31, 2026. Our last update was on March 31, 2026. Since our last update, we have made the following changes: • Reorganized Items 4 and 5 to describe the various Investment Advisory PlaSorms, Programs, and Strategies we make available and fees related to these PlaSorms, Programs, and Strategies. • Added a new advisory offering under our Orion Custom Indexing program, Orion Custom Indexing Equity Long/Short strategy, and updated Items 4, 5, and 8 to reflect the new offering, the corresponding minimum account and household thresholds, and the applicable custodian restricOons. • Updated Item 6 to disclose ArOficial Intelligence risks. 2 of 74  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 CompensaOon 24 Item 6 – Performance-Based Fees and Side-by-Side Management 34 Item 7 – Types of Clients 35 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss 36 Item 9 – Disciplinary InformaOon 45 Item 10 – Other Financial Industry AcOviOes and AffiliaOons 46 Item 11 – Code of Ethics, ParOcipaOon or Interest in Client TransacOons and Personal Trading 53 Item 12 – Brokerage PracOces 56 Item 13 – Review of Accounts 62 Item 14 – Client Referrals and Other CompensaOon 64 Item 15 – Custody 67 Item 16 – Investment DiscreOon 69 Item 17 – VoOng Client SecuriOes 71 Item 18 – Financial InformaOon 74 3 of 74  Item 4 – Advisory Business on the WTS PlaSorm are accessed through our Orion Investment Portal. is an Background and Principal Owners Orion PorSolio SoluOons, LLC is a subsidiary of Orion Advisor SoluOons, Inc. (“Orion”). Investment enOOes 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. services Investment Advisory Pla:orms We offer our advisory services under three primary offerings (each a “PlaSorm”): (1) Orion PorSolio SoluOons (“OPS”), (2) Brinker Capital Investments (“BCI”), and (3) Orion Wealth Tech SoluOons (“WTS”). Each PlaSorm for features various Investment Advisors to uOlize in connecOon with their advisory clients (“Clients”) as further explained below. reflecOng various risk and full Orion Por(olio Solu,ons The Orion PorSolio SoluOons PlaSorm offers reporOng and administraOve services to unaffiliated third-party investment advisors and broker-dealer representaOves (collecOvely “Investment Advisors”). These services are offered through various Programs and available Strategies within such Programs, as further described below. Orion Investment Portal The Orion Investment Portal investment management plaSorm sponsored by OPS and available to investment advisory firms and their representaOves that are uOlizing the porSolio accounOng and other technology tools offered through our affiliate, Orion Tech. Orion Investment Portal is designed to supplement the technology and administraOve services received by Orion Tech customers with access to third party Strategist models and other investment soluOons, including our Orion Custom Indexing. Orion Tech customers can access investment opOons spanning brand, bouOque, and emerging Strategists, as well as model porSolios return characterisOcs and investment objecOves. Orion Investment Portal allows advisors uOlizing the Orion Tech plaSorm 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 creaOng blended models using a combinaOon of third-party and in- house strategies. Brinker Capital Investments Pla(orm The Brinker Capital Investments PlaSorm offers investment management services advisory and previously offered by Brinker Capital Investments and CLS Investments. These services are offered through various Programs and available Strategies within such Programs, as further described below. OPS Sub-Advised Third-party advisors may engage us to provide their clients with some or all of the Programs and Strategies available on the OPS PlaSorm. In this relaOonship, the third party advisor engages us as an outsourced agent for their end-investor client, and we make available strategies, trade accounts, and / or bill accounts, as instructed by the third party advisor. Wealth Advisory Investment Advisor firms may engage our Wealth Advisor services through our WTS PlaSorm. Wealth Advisor is a customized service uOlizing a separately Orion Wealth Tech Solu,ons Pla(orm Through the Orion Wealth Tech SoluOons plaSorm, to unaffiliated we offer sub-advisor services investment advisory firms that are clients of our technology affiliated, Orion Advisor Technology, LLC (“Orion Tech”), or that wish to uOlize some or all of the services we offer through our OPS programs, but through a sub-advisory relaOonship. The Strategies 4 of 74  managed account plaSorm that offers discreOonary investment management services and includes dedicated support to meet the needs of the investment advisor’s high-net worth and ultra-high net worth investors, family offices, insOtuOons, and endowments. More details on the Wealth Advisory Program can be found below. behalf, leveraging the technology plaSorm 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 relaOonships and connecOvity). Under this service offering, OPS does investment not provide investment advice or recommendaOons. Our services are limited to submilng the trades to the custodian as requested by the third party investment advisory firm. Outsourced Billing Investment Advisors who engage our WTS services may engage us to bill Client accounts as directed by the Investment Advisor. See Item 5 – Fees and CompensaOon for addiOonal informaOon on this service. Orion Custom Indexing We may provide Orion Custom Indexing as a technology-enabled investment advisory service to unaffiliated investment advisors that use Orion Tech’s technology plaSorm. In this arrangement, the Investment Advisor remains responsible for the client relaOonship and for determining whether Orion Custom Indexing is appropriate for its client. We provide the Investment Advisor with porSolio construcOon, tax transiOon, tax-loss harvesOng, and other customizaOon recommendaOons generated through Orion Custom Indexing and, depending on the arrangement, either submit trades to the instrucOons to the custodian or provide trade Investment Advisor for execuOon. Rela,onship Type We offer our services to Investment Advisors and Clients on our PlaSorms through three methods: a co-advisory relaOonship, a solicitor relaOonship, and a sub-advisory relaOonship. Third party advisors may opt to include the Orion Custom Indexing Long/Short Strategy. Important informaOon about this Strategy, including account minimums, risks, and management, can be found in the Investment Strategies secOon below in this Item. The following table outlines the available types of relaOonships we have with Investment Advisors and /or Clients for each of our PlaSorms, and a descripOon of our authority for each, with further details below. Outsourced Trading Third party investment advisory firms can engage OPS as an outsourced agent to submit trades on their Level of our Authority Rela+onship Type Co-Advisory • Pla$orm Orion Por(olio Solu,ons (OPS) • Limited Trading Authority- implemen,ng trading instruc,ons provided by Client or Investment Advisor based on selected investment strategy Limited Billing Authority– implemen,ng billing instruc,ons provided by Client Sub-Advisory • Limited Trading Authority– implemen,ng trading instruc,ons provided by Investment Advisor, if selected by Investment Advisor. 5 of 74  Pla$orm Rela+onship Type Level of our Authority • Limited Billing Authority– implemen,ng billing instruc,ons provided by Investment Advisor if authorized by Client. Solicitor • Full discre,on – selec,ng investment strategies Brinker Capital Investments (BCI) • Co-Advisory • • 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 Sub-advisory • Orion Wealth Tech Solu,ons (WTS) • 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. receives a fee for that sets forth the services. In Co-Advisory Rela@onship Investment Advisors that engage us in a co-advisory relaOonship enter into a Joint Advisory Services roles and Agreement responsibiliOes of the Investment Advisor and us. Under the co-advisory relaOonship offering, Clients and their Investment Advisor select to engage our this investment management arrangement, we are responsible for 1) making investments available on our plaSorms, 2) submilng 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 relaOonship and selecOng investments which are suitable for the Client. this Investment Advisor introducOon, but we are responsible for the suitability of the investment(s) selected for the Client based on informaOon provided to us by the solicitor Investment Advisor. The solicitor Investment Advisor is expected to meet with the Client as onen as required by applicable law and provide us with any updates to the Client’s financial situaOon, risk tolerance, and needs so that we may conOnue to ensure the investment(s) selected for the Client are suitable. As of January 1, 2023, we no longer enter into new solicitor arrangements with Investment Advisors; however, exisOng solicitor arrangements and Clients of solicitors conOnue to be supported, and solicitors may conOnue to refer new Clients to us under their exisOng solicitor arrangements. Solicitor Rela@onship In a solicitor arrangement, the Client is introduced to us by an Investment Advisor that has entered into a wrimen solicitaOon agreement with us. The solicitor When opening an account, a Client will be informed of the type of relaOonship under which their accounts with us will be managed. 6 of 74  discreOon or authority we have for Clients depends on their RelaOonship Type with us. Full Discre@on This discreOon allows for us to execute ongoing security selecOon and management of a Client’s account in accordance with the Client’s invesOng preferences and needs as communicated to us by the Client and the Client’s Investment Advisor. We will exercise this discreOon in accordance with the agreements between us and the Client, as defined in the RelaOonship Agreements secOon above. Sub-Advisory Rela@onship Investment Advisors that engage us in a sub-advisory relaOonship enter into a Sub-Advisory Outsourced Services Agreement that sets forth the roles and responsibiliOes of the Investment Advisor and us. Our services selected by the Investment Advisor can include the various opOons 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 relaOonship with the end Client. The Investment Advisor has sole responsibility for determining that the investment strategies they select are suitable for the Client. Limited Trading Authority This authority consists of submilng instrucOons for the purchasing or selling of securiOes in a Client’s account to implement the strategy or strategies selected by the Client and the Client’s Investment Advisor. 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 situaOons arise in which a trade is required that is not addressed in our Trading Policy, we will obtain direcOon from the Client’s Investment Advisor on what acOon to take. Our Trading Policy is available to Clients and their Investment Advisor upon request. Rela,onship Agreements All Clients receiving our services in our BCI PlaSorm enter into a wrimen investment advisory agreement with us. All Clients receiving our services in our OPS PlaSorm are subject to an account applicaOon (“ApplicaOon Addendum”) and OPS’s terms and condiOons (“Terms and CondiOons”). The current version of the Terms and CondiOons can be found at orion.com/wealth-management/orion-porSolio- soluOons-forms-library, and Clients are required to consent to these Terms and CondiOons when opening an account with us. Investment advisors engaging through our WTS PlaSorm enter into a Sub- Advisory Outsourced Services Agreement with us. 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 proporOon 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 securiOes necessary to withdraw the fees owed by Clients in accordance with our Trading Policy. Clients are encouraged to read their investment advisory agreement, ApplicaOon Addendum, Terms and CondiOons, and / or sub-advisory agreement, as appliable, as these documents contain important informaOon on how their accounts will be managed. Clients agree to noOfy 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. Investment Management Programs Through OPS and BCI, we offer a wide variety of investment management programs. A summary of the programs we offer is included in the following Discre,on For certain programs, Clients will grant us discreOon or authority on their accounts in wriOng. The level of 7 of 74  chart, with addiOonal details about each program below. Program Name Wealth Advisory Strategist Program SMA Program Advisor Directed Core Asset Manager Des,na,ons Program Re,rement Plan Services Pla=orm Availability BCI1 OPS OPS OPS BCI BCI BCI RelaConship Types Supported Solicitor, Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Solicitor, Co-Advisor Solicitor, Co-Advisor 1 Wealth Advisory is an available SMA Program Manager within the SMA Program on the OPS Pla:orm. Financial Industry AcOviOes and AffiliaOons of this Brochure. Special fee arrangements may apply with respect to alternaOve investments. including asset and In the Wealth Advisory program, we offer both discreOonary and non-discreOonary investment management services. When granted discreOonary authority, a Client authorizes us to hire and fire Strategists and to rebalance account(s) without a Client’s prior approval. 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, insOtuOons, and endowments with $1 million or more in investable assets. Wealth Advisory is designed for us to manage the overall investment process, investment style allocaOon decisions, Strategist selecOon and review, and comprehensive monitoring of a Client’s porSolio. A dedicated porSolio manager employed by us is assigned to the Client relaOonship and is available for regular communicaOons concerning the acOvity and status of a Client’s account. investment needs, tax Wealth Advisory services include (but are not limited to) comprehensive porSolio analysis of a Client’s exisOng assets to help idenOfy inefficiencies and transiOon address management to assist the Client in transferring highly-appreciated stocks and move toward a more diversified porSolio over Ome, development of a personalized investment soluOon based upon the Client’s goals, tax preferences, risk tolerance, and financial plan, and access to a dedicated porSolio manager employed by us to assist with porSolio reviews, reallocaOons, investment updates and educaOonal needs. to provide investment vehicles, 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: In the Wealth Advisory program, porSolios are generally allocated among different Strategists, Separately Managed Accounts, mutual funds, and/or ETFs. Where deemed appropriate, based on a Client’s objecOves, assets, risk tolerance, and investment experience as well as to obtain greater asset and style diversificaOon, we may recommend that a porOon of a Client’s porSolio be invested in one or more other investments in lieu of allocaOng assets separately to a Strategist or a strategy managed by us. These other investments may include an investment in REITs, Private Funds, ETNs, including or other pooled alternaOve investments made available by Capital IntegraOon Systems discussed in Item 10 – Other 8 of 74  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, secOon 501(c)(3) public chariOes that administer donor-advised funds. Through their Charitable Investment Advisor Programs, we will acOvely 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. 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 allocaOon porSolio. We refer to such asset allocaOon models as “Strategist Models”. The Strategists regularly monitor the Strategist Models and are responsible for managing the model porSolios. Securi@es Backed Lines of Credit We use Orion Cash and Credit or TriState Capital to provide loans secured by eligible securiOes. Using these loan faciliOes, Clients can pledge their investment account(s) as collateral to meet many of their financing needs, with the excepOon of purchasing securiOes. TriState Capital charges an interest rate for these services and we do not receive any direct or indirect revenue from TriState Capital. AddiOonal informaOon on Orion Cash and Credit on its affiliaOon with us can be found in Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure. impose invesOng Investment Advisor is responsible 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. We make available Strategist Models of various risk and return characterisOcs and investment goals through our plaSorm. These Strategist Models are not tailored to accommodate the needs or objecOves 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 Investment Advisor to in certain investment restricOons on securiOes or types of securiOes within each model. If a Client imposes a reasonable investment restricOon, we will noOfy the Client’s Investment Advisor if their selected strategy conflicts with such restricOons and the for recommending an alternaOve strategy.1 Clients can invest in mulOple Strategist Models within a single custodial account, where each Strategist Model allocaOon is assigned to a unique subaccount or is known as a unified “sleeve”. This structure managed account (“UMA”). Business Valua@on BizEquity LLC provides business valuaOon analysis for our business owner Clients. BizEquity charges us a licensing fee for use of its online business valuaOon applicaOon 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. Our BCI porSolio management team also develops and maintains Strategist Models on the OPS plaSorm. Mutual funds that are part of the DesOnaOons Funds Trust, a mutual fund trust we advise, may be included in these models. When the DesOnaOons Funds are included in a Strategist Model, the Strategist Fee is waived or reduced along with any AdministraOon Fees OPS would otherwise Customized Wealth Advisory Services From Ome to Ome, we develop a customized in our Wealth investment strategy for Clients Advisory Program. Fees for such services are negoOated on a case-by-case basis. We also develop 9 of 74  respect to assets allocated in any Strategist Model, OPS reject is transacOon authorized to submit trades to the Client’s custodian to execute the resulOng transacOons in the Client’s account, as outlined in the Terms and CondiOons. If a Strategist or Strategist Model is removed from the Strategist Program, OPS will noOfy a Client’s Investment Advisor of the change and request that acOon 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 recommendaOon at their discreOon. to collect with DesOnaOons Funds porSolios, as further explained in Item 5 – Fees and CompensaOon of this Brochure. However, if a Client selects certain overlay services (such as Orion Custom Indexing), the overlay fee is charged on the enOre porSolio, 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 SecOon 4975 of the Code, allocaOons to the DesOnaOons Fund Trust will be implemented in a manner that complies with ERISA or SecOon 4975 of the Internal Revenue Code, as applicable. The Strategists are not acOng as the Client’s investment advisor, do not possess knowledge of a Client’s individual informaOon or investment goals and objecOves, and do not provide personalized investment advice to Clients. Clients remain the owner of all securiOes held in their account and have all ownership rights associated with these securiOes. Visit orion.com/wealth-management/third-party- strategists to review the investment managers we have engaged as Strategists. With the excepOon of the proprietary Strategies developed and managed by us, 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 administraOon fee charged to the Strategist as discussed in Item 5 – Fees and CompensaOon of this Brochure. These fees are negoOated between us and the Strategist. Given this arrangement we have an incenOve to conOnue to make available Strategists that share fees with us. Consistent with our policies and procedures, the Investment Commimee does not consider revenue sharing payment arrangements in the selecOon and oversight of Strategists to address In addiOon, we address these these conflicts. 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 uOlize any Strategist made available as part of the Strategist Program. Client account assets will be invested in accordance with the Strategist Model selected. Once a Strategist Model is selected, OPS will provide trading, reporOng, and administraOve services. We have Limited Trading Authority and Limited Billing Authority, as defined above, for accounts in the Strategist Program. When a Strategist suggests a We are not engaged by Clients to provide investment recommendaOons in the Strategist Program. We do not provide investment investment advice or recommendaOons in a “fiduciary” capacity to clients subject to ERISA or to SecOon 4975 of the Internal Revenue Code in these circumstances. OPS relies on the Client’s Investment Advisor to analyze the Client’s current financial situaOon, risk tolerance, investment objecOves, and other Ome horizon, factors the Client and the Client’s Investment Advisor in determining whether a deem appropriate its underlying parOcular Strategist Model (and investment holdings, including DesOnaOons 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 allocaOon strategy for the Client and recommending model porSolios to the Investment Advisor for consideraOon for use with the Client. 10 of 74  investment managers, Advisor-Directed Program The OPS PlaSorm permits a Client’s Investment Advisor to act as a porSolio manager and implement an investment strategy developed by the Investment Advisor outside of our Strategist and SMA Programs described above. In such situaOons, we have Limited Trading Authority and Limited Billing Authority, as described above. We do not conduct any due diligence on the securiOes or strategies included in Advisor-Directed sleeves within a Client’s account. 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 porSolio of individually owned securiOes that can be tailored to fit the Client’s invesOng preferences. We select both unaffiliated and affiliated including our affiliate, TownSquare Capital, LLC, to serve as SMA Program Managers. our and Core Asset Manager Program BCI’s Core Asset Manager program represents a managed account plaSorm 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 discreOonary management and non-discreOonary management services. DiscreOonary Clients authorize us to hire and fire investment managers and make asset allocaOon changes. NondiscreOonary Clients must approve product Strategist recommendaOons before the recommendaOons are implemented. Clients and their Investment Advisors will choose an SMA Program Manager based on the Client’s risk profile and investment objecOve(s), and the SMA Program Manager (including, when applicable, OPS) will manage the Client’s account accordingly using various investment opOons and strategies. Clients remain the owner of all securiOes 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 potenOal conflict of interest whereby we, or our affiliates, earn addiOonal compensaOon. Clients in the SMA Program are subject to the OPS Terms and CondiOons and depending on the SMA Program Manager selected, may be subject to addiOonal terms and condiOons that are required by such SMA Program Manager (“AddiOonal Agreement”). Core Select Investment Advisors and their Clients have the ability to select from a list of risk-tolerance based strategies, separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. For solicitor accounts, we determine what strategies are available for Clients and their Investment Advisors to choose from based on the Client’s specific risk tolerance. For co-advisor accounts, Clients and their Investment Advisor are not restricted and have discreOon to choose suitable strategies from the list of all available strategies. For Clients in the SMA Program, the SMA Program Manager (which can be OPS) is granted Full DiscreOon (as that term is defined above) for the ongoing security selecOon and management of a Client’s account in accordance with the Client’s invesOng preferences and needs. The SMA Program Manager is granted the authority to buy, sell, or otherwise affect transacOons in Client accounts as further set forth in our Terms and CondiOons and any AddiOonal Agreements, if applicable. Des,na,ons Program BCI’s DesOnaOons program is a discreOonary asset allocaOon program managed by us that uses mutual funds, including our DesOnaOons Funds (described below), and/or ETFs to implement a variety of investment strategies with different risk and reward 11 of 74  include Funds, characterisOcs. In our DesOnaOons program, we offer a variety of asset allocaOon strategies, each targeOng a specific investment objecOve, 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 Ome horizon. The strategies are designed to offer compeOOve performance while seeking to achieve amracOve risk-adjusted returns over the long term. 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 selecOng an array of investment strategies, which may for the DesOnaOons consideraOon. The Plan sponsor subsequently designates these strategies as investment opOons available to Plan parOcipants under the Plan. We also provide the Plan sponsor with a parOcipant quesOonnaire, which the Plan sponsor makes available to Plan parOcipants to assist each Plan parOcipant in determining his or her investment goals and objecOves and risk tolerance and in selecOng a suitable investment strategy for the parOcipant's Plan account. implement certain investment We monitor the performance of each underlying investment manager (either a sub-advisor within the DesOnaOons 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 evaluaOon of historical performance, market condiOons, and our investment outlook. Our DesOnaOons program is offered through different suites of asset allocaOon models, the primary difference in each suite being the type of investment vehicles uOlized. strategies We selected by the Plan sponsor and made available to Plan parOcipants. We also may develop addiOonal models or customized investment strategies for a Plan sponsor. investment strategies for factors we deem appropriate, We have Full DiscreOon in selecOng the funds to be included in the asset allocaOon models used to implement the investment strategies. We review the models on a periodic basis and update and rebalance the models from Ome to Ome in accordance with the related investment strategy, taking into account the performance of the funds, market condiOons and other and electronically transmit changes to the models to the Recordkeeper. The Recordkeeper is responsible for execuOng trades in the Plan parOcipants' accounts to reflect changes in the models provided by us. Re,rement Plan Services We offer reOrement plan advisory services through our BCI PlaSorm uOlizing both our proprietary and non-proprietary tax- exempt accounts, as well as mutual fund and ETF evaluaOon and selecOon to sponsors of reOrement plans (“Plans”) covered by the Employee ReOrement Income Security Act of 1974, as amended (“ERISA”) and other qualified and non-qualified deferred compensaOon plans (“ReOrement Plan Services”). Our ReOrement Plan Services are available to plans with at least $250,000 of investable assets, though we may at our sole discreOon waive this requirement. The ReOrement Plan Services Program is provided in conjuncOon with a recordkeeping service provider, who may also provide Plan administraOon (the “Recordkeeper”) and generally a broker-dealer or investment advisory firm. We also offer evaluaOon and selecOon services to idenOfy a limited number of unaffiliated mutual funds and/or ETFs in which Plan parOcipants may invest their Plan accounts. Plan sponsors who elect this addiOonal service authorize us to select addiOonal funds. If a Plan sponsor elects the addiOonal fund evaluaOon service, we are authorized to select, add, remove and/or replace funds available for purchase by Plan parOcipants consistent with any In the ReOrement Plan Services Program, the Plan sponsor enters into both (i) an investment advisory agreement with us, and (ii) a separate administraOve 12 of 74  DesOnaOons model and provide periodic reporOng on the performance of each fund and DesOnaOons model. When a party enters into the BCI investment advisory agreement with the Plan sponsor, the Investment Advisor assumes several responsibiliOes. Such responsibiliOes vary and are specifically detailed in each Plan’s investment advisory agreement. wrimen investment policy approved by the Plan sponsor and provided to us and with any requirements under ERISA, based upon our evaluaOon of each fund's performance, market condiOons and other factors we deem appropriate. Plan sponsors can, however, specify securiOes which cannot be purchased. If we add a new fund or replace a fund on the addiOonal fund list, we will noOfy the Plan sponsor sufficiently in advance of such acOon to enable the Plan sponsor to provide any noOce to Plan parOcipants required under ERISA. The Plan sponsor is responsible for delivering to Plan parOcipants any change noOce required under ERISA informing such Plan parOcipants how their accounts will be invested as of the change if the Plan parOcipant fails to provide affirmaOve investment direcOons. Investment Strategies investment management program Within each described above, we offer various Investment Strategies. A summary of the strategies we offer and the program and relaOonship types where each strategy is available is included in the following chart, with addiOonal details about each strategy below. We are responsible for monitoring the relevant data on the performance of each mutual fund, ETF and Strategy Name Eligible Investments1 Disciplined Equity Orion Custom Indexing Account Minimum Varies $100,000 Investment Manager BCI BCI Program Availability2 WA, SMA, WTS WA, SMA, WTS $1,000,0003 BCI WA, SMA4, WTS EquiOes, ETFs Mutual Funds, EquiOes, and ETPs EquiOes and ETPs (subject to custodian restricOons) Orion Custom Indexing Equity Long/Short Strategy $0 OPS SP Market Cycle Advised Mandates Por(olios Affiliated and unaffiliated Mutual Funds Core Guided Por(olios $500,000 BCI CAM Des,na,ons Funds $0 BCI Mutual Funds, EquiOes, ETPs, or other pooled investment vehicles Affiliated Mutual Funds $25,000 BCI Des,na,ons ETFh $10,000 BCI WA, SP, WTS, CAM, D, RPS WA, SP, WTS, CAM, D WA, SP, CAM, D Des,na,ons Hybrid Por(olios Unaffiliated Mutual Funds and ETPs Affiliated Mutual Funds and ETPs BCI Brinker Blended Por(olios $10,000 WA, SP, CAM, D Affiliated Mutual Funds and Unaffiliated Mutual Funds and / or ETPs 13 of 74  Strategy Name Eligible Investments1 Personal Benchmark Account Minimum $100,000 Investment Manager BCI Affiliated Mutual Funds Program Availability2 WA, SP, CAM, D American Hybrid Strategy $25,000 BCI WA, SP, CAM, D American Funds Strategy $25,000 BCI Affiliated and Unaffiliated Mutual Funds Mutual Funds WA, SP, CAM $5,000 BCI ETPs WA, SP, CAM Capital Group ETF Strategies Focused Strategies $0 BCI Mutual Funds and ETPs WA, SP, CAM Core Plus ETF Strategy $10,000 BCI ETPs WA, SP, CAM $25,000 BCI Mutual Funds and ETPs WA, SP, CAM Brinker Capital ESG Por(olios Ac,ve Income Strategy $25,000 BCI WA, SP, CAM $25,000 BCI ETPs, stocks, bonds, master limited partnerships, real estate, converObles, senior bank loans, and internaOonal debt ETPs WA, SP, CAM Managed Income Strategy $25,000 BCI ETPs WA, SP, CAM Digital Assets Por(olio Program $5,000 BCI Mutual Funds RPS Individualized Account Management 1 As 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 equiMes.  2 WA = Wealth Advisory SMA = SMA Program WTS = Orion Wealth Tech SoluMons SP = Strategist Program CAM = Core Asset Manager Program D = DesMnaMons Program RPS = ReMrement Plan Services Program 3 $1,000,000 of marginable securiMes. When used in the Wealth Advisory Program through a Solicitor or Co-Advisory RelaMonship Type, we require the Household have $3,000,000 in AUM within the program. 4 The Orion Custom Indexing Equity Long/Short Strategy is only available in the SMA Program on the OPS Pla:orm when Wealth Advisory is selected as the SMA Program Manager. 14 of 74  which primarily invest in their proprietary Mutual Funds and or ETFs, though they may select non- proprietary investments. their individualized preferences, Indexing to provide Disciplined Equity Strategy Disciplined Equity strategies are proprietary, model- driven soluOons that are constructed to provide exposure to targeted equity market segments. The strategies are managed by a team of porSolio managers. The strategies are managed to target the risk and return characterisOcs of a parOcular equity index or a specific segment of the market. For many of the Disciplined Equity strategies, Clients may elect Orion Custom further customizaOon to their tax preferences such as capital gains budgets and tax transiOon services. Clients may invest in the Disciplined Equity strategies using our BCI PlaSorm, our OPS PlaSorm, or through the CommuniOes model marketplace. Tailored AllocaOon PorSolios will use Orion Custom Indexing management to transiOon an investor’s exisOng holdings into the selected model. Such transiOon will be customized for the Investor based on as communicated to us by the Investor or Advisor. CustomizaOon can be based on the individual holdings’ potenOal 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 selecOon restricOons on accounts invested in the Tailored AllocaOon PorSolios program. Orion Custom Indexing Equity Long/Short Strategy The Orion Custom Indexing Equity Long/Short Strategy is a part of the Orion Custom Indexing Program. The strategy uOlizes a customized long/short overlay and seeks pre-tax and aner-tax excess returns through acOve stock selecOon and weekly tax-loss harvesOng, while delivering the investment characterisOcs of the Client's desired beta exposure. Orion Custom Indexing Strategy Indexing uOlizes opOmizaOon Orion Custom technology to provide Investment Advisors with the ability to personalize porSolios, tax transiOon legacy assets, and tax loss harvest Client porSolios. In addiOon to managing against passive indexes, the program also offers the ability to overlay on top of proprietary and third-party porSolios. PorSolios 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 porSolio. If Clients transiOon from our DesOnaOons program to Orion Custom Indexing, DesOnaOons Funds may be held in the Orion Custom Indexing product as Client tax preferences are being implemented. When DesOnaOons Funds are held in a Custom Indexing product, we will conOnue to collect our fee as advisor to the DesOnaOons Funds. We offer Orion Custom Indexing through our OPS PlaSorm, our BCI PlaSorm’s solicitor and co-advisor relaOonships, and as a sub-advisory service. To be eligible for the Orion Custom Indexing Equity Long/Short strategy through the Brinker Capital Investments or Orion PorSolio SoluOons plaSorms, the Client's household must have at least $3,000,000 in assets with us, and the account uOlizing the strategy must have at least $1,000,000 in marginable securiOes. The strategy is subject to custodian restricOons, and certain custodians may not support the strategy. A request to invest in the Orion Custom Indexing Equity Long/Short strategy is not a guarantee that the Client will be able to invest in the strategy. Clients and Investment Advisors should carefully review the addiOonal investment risks and tax consideraOons associated with the Orion Custom Indexing Equity Long/Short strategy described in Tailored Alloca@on PorIolios Tailored AllocaOon PorSolios is a part of the Orion Custom Indexing Strategy. Tailored AllocaOon PorSolios apply the custom indexing technology and management to a defined list of third-party Strategies. Such third-party Strategists create models 15 of 74  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss before elecOng the strategy. Des@na@ons Funds Strategy The “DesOnaOons Funds” program offers risk-based asset allocaOon models, which are exclusively allocated across our proprietary DesOnaOons Funds (“Affiliated Funds”). The Orion Custom Indexing Equity Long/Short Strategy is only available through Wealth Advisory Program on the BCI PlaSorm, or through the SMA Program on the OPS PlaSorm only when Wealth Advisory is selected as the SMA Program Manager. It is available to Advisors who uOlize our WTS PlaSorm without restricOon. Des@na@ons ETFh Strategy The “DesOnaOons ETFh” program offers risk-based asset allocaOon models comprised of ETFs and unaffiliated third-party mutual funds. The DesOnaOons Funds and the DesOnaOons ETFh programs are both available directly from us through both our BCI and OPS programs and at third party plaSorms. Market Cycle Advised Mandate Por(olios Market Cycle Advised Mandate PorSolios (“MCAM PorSolios”) are porSolios managed by OPS and composed of Strategist funds or Models, including our proprietary DesOnaOons Funds. MCAM PorSolios are risk-budgeted, acOvely managed investment porSolios across mulOple risk profiles. Strategist team, each The porSolios are designed and managed by our OPS Investment featuring allocaOons that are blended for various levels of three mandates: market parOcipaOon across parOcipaOon, acOve management, and uncorrelated performance. We have Full DiscreOon to select the Strategist and Models, including proprietary models and DesOnaOons Funds, trade the accounts based on our selecOons, and bill the accounts according to the fees agreed to by the Client. Core Asset Manager Program Strategies The following are the various strategies under the Core Asset Manager Program Des@na@ons Hybrid PorIolios Strategy Our “DesOnaOons Hybrid PorSolios” Program is a discreOonary account program managed by us that is offered uOlizing a combinaOon of DesOnaOons Funds and other investment opOons. Under this strategy, the Client’s Investment Advisor consults with the Client to select an iniOal allocaOon of thirty percent (30%), finy percent (50%), or seventy percent (70%) of the assets in the Client’s account to be invested in DesOnaOons Funds with the remaining balance invested among other investment opOons. The Client’s account will be rebalanced if the allocaOon to DesOnaOons Funds exceeds the target by 5% (i.e., 35%, 55% and 75%, respecOvely). Clients may at any Ome instruct us in wriOng not to place any of the Client’s managed assets in DesOnaOons Funds; however, in such an event the Client will be required to select a different strategy we offer. For more informaOon about the Affiliated Funds and any management fees received by us from the DesOnaOons Funds, please see Item 5 – Fees and CompensaOon of this Brochure and the applicable Affiliated Funds prospectus. implement different risk Core Guided PorIolios Investment Advisors and their Clients have the ability to select from various discreOonary asset allocaOon models managed by us for both taxable and nontaxable accounts that uOlize separate account managers, mutual funds, and exchange traded funds tolerance-based to porSolios. Des,na,ons Strategies The following Strategies are all available within the DesOnaOons Program on the BCI PlaSorm and the Strategist Program on the OPS PlaSorm. Brinker Blended PorIolios Strategy Our Brinker Blended PorSolios Program is a risk- based asset allocaOon discreOonary account program managed by us that is offered using a combinaOon of our proprietary DesOnaOons Funds (our Affiliated Funds) and other unaffiliated 16 of 74  investments opOons (non-affiliated mutual funds and ETFs). We have Full DiscreOon to select the Affiliated Funds and Non-Affiliated Mutual Funds and ETFs in this program, and the proporOon of the model allocated to each fund selected by us. Focused Strategies We offer “Focused Strategies” consisOng of model porSolios managed by us and targeOng specific asset classes – domesOc equity, internaOonal equity, fixed income, global credit, real assets, and alternaOve investments – available to Clients as a component of their overall asset allocaOon or as a complementary investment allocaOon. Core Plus ETF Strategy Our discreOonary “Core Plus ETF Strategy” invests a Client’s assets primarily among ETFs in a diversified, risk budgeted framework, according to the Client’s investment objecOves. Personal Benchmark Strategy Our “Personal Benchmark Strategy” is a discreOonary account strategy managed by us that allocates across mulOple DesOnaOons Funds model investment strategies based upon Client risk tolerance. Personal Benchmark divides assets into “buckets” based on individual goals (such as accumulaOon or safety), making it easier to track progress toward each objecOve. The underlying investment strategies in Personal Benchmark use our DesOnaOons 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. favorable environmental, American Hybrid Strategy We offer discreOonary porSolios uOlizing a combinaOon of DesOnaOons Funds and American Funds class F shares. An iniOal allocaOon of thirty percent (30%) of the assets in this strategy will be invested in DesOnaOons Funds with the remaining balance invested among American Funds. The account will be rebalanced if the Client’s allocaOon to DesOnaOons Funds exceeds the target by 5%. ETF and Mutual Fund Por(olios American Funds Strategy We offer discreOonary porSolios comprised solely of American Funds class F mutual fund shares in a diversified, risk budgeted framework, according to the Client’s investment objecOves. Brinker Capital ESG PorIolios We offer ESG PorSolios that use, in accordance with the Client’s objecOves, mutual funds, ETFs, and/or other products that invest in securiOes deemed to possess social, and governance (ESG) characterisOcs. We use the Morningstar Sustainability RaOng scale (referred to as “globes”), which scores securiOes based on ESG characterisOcs 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 porSolios are built in a diversified, risk budgeted framework, according to the Client’s investment objecOves. framework, according to Capital Group ETF Strategies We offer discreOonary porSolios which invest primarily in Capital Group ETFs in a diversified, mulO- asset the Client’s investment objecOves. At our discreOon, we may include an allocaOon of up to 20% to non-Capital Group ETFs in these porSolios to supplement the asset class exposures available through Capital Group ETFs. Ac@ve Income Strategy Our AcOve Income Strategy is designed for Clients who prefer an acOve strategy that seeks a specific percentage yield by invesOng in income-producing securiOes. When selecOng 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 addiOon to tradiOonal dividend- 17 of 74  oriented equiOes and investment grade bonds, the strategy generates income using non-tradiOonal asset classes, such as master limited partnerships, real estate, converObles, senior bank loans, high- yield bonds, and internaOonal debt. The porSolios are built in a diversified, risk budgeted framework, according to the Client’s investment objecOves. economy and 2) cryptocurrencies, with the allocaOon between these two categories varying based on the managers’ view of the risks and potenOal 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. Individualized Account Management The Individualized Account Management Strategy is available to Clients of our ReOrement Plan Services and uses Risk BudgeOng to diversify Client porSolios among several different asset classes uOlizing the mutual fund families available on the Client’s plaSorm or through the Client’s custodian, according to Client objecOves. to individual clients Managed Income Strategy Our Managed Income Strategy uses risk budgeOng to manage an account for Clients seeking income from a diversified porSolio of income-producing assets. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for more informaOon on risk budgeOng. 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 porSolios: immediate, short-term, and long-term. If the Client enrolls in this strategy, the Client can designate a specific amount of assets needed to saOsfy short-term income needs. These assets will be invested in a low-risk reserve porSolio that will seek to generate returns in excess of the average money market fund with risk less than or equal to low duraOon 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 systemaOc withdrawals on their account, assets will also be set aside in a low- risk cash account for those immediate, systemaOc withdrawals. The remainder of the Client’s account will be set aside in a long-term porSolio invested primarily in income-generaOng investments. The long-term porSolio will be invested primarily in ETFs. Assets designated for this porSolio will seek to provide long-term growth and a steady stream of income. Other Advisory Offerings Third Party Pla(orm Model Manager We offer certain of our investment strategies and programs (primarily as a model manager) on plaSorms of unaffiliated and affiliated managers or sponsors. We also provide manager due diligence and other operaOonal related services to third-party plaSorms, including our affiliate TownSquare Capital, LLC. Certain model porSolios and strategies are available through a wrap fee program sponsored by the investment plaSorm provider. We also provide recommendaOons and investment advice regarding investment strategies to educaOonal savings plans and through brokerage plaSorms, model porSolio holdings, and/or weighOng and other informaOon regarding the construcOon and maintenance of porSolios, and advice concerning the submission of trades on behalf of certain client porSolios pursuant to wrimen agreements with other investment management firms, clients, or others. Digital Assets PorIolio We offer a Digital Assets Strategy that invests in exchange traded products to provide flexible and balanced exposure to the digital assets ecosystem. The porSolio will be allocated to 1) companies involved with cryptocurrency or digitalizaOon of the 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 DesOnaOons programs to MMLIS advisory clients, pursuant to a tri-party agreement among Brinker, 18 of 74  porSolio structure and efficiency, porSolio risk, expense, and fixed income quality, maturity, and risk. MMLIS, and the Client (the “MMLIS Brinker co- advisory program”). MMLIS is the introducing broker and NaOonal 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 responsibiliOes are described in the MMLIS Brochure for the MMLIS Brinker co-advisory program. investment manager Banking and Lending Services Orion Cash and Credit is an integraOon which offers third-party advisors who uOlize the OPS and BCI plaSorms access to an array of banking and lending soluOons and related services. These services are offered by UpOq, Inc. More informaOon on Orion Cash and Credit can be found in Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure. Investment Advisor may Prac,ce Management and Por(olio Construc,on Assistance. Upon request of an eligible Investment Advisor, we may provide the Investment Advisor with porSolio construcOon assistance advice. We will have a consultaOon with the Investment Advisor to review the proposed or current allocaOon, review the investment and due diligence process performed by us, and discuss how it may integrate with a Client’s overall porSolio. In such instances, the Investment Advisor will retain investment discreOon over any Client assets allocated to the porSolio we’ve reviewed with the Investment Advisor. We will have no investment discreOon in this situaOon. Account Management Trading When we are granted Full DiscreOon 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 instrucOons to rebalance or reallocate the Strategist Models depending on their asset allocaOon philosophy or selecOon process. These adjustments to the asset allocaOons will result in transacOons in a Client’s account. For OPS PlaSorm Clients, a minimum amount of five dollars per security is required on contribuOons and rebalance trades. There is no such limitaOon for BCI PlaSorm Clients). All Strategist Model allocaOons contain a minimum allocaOon to cash. For distribuOons, posiOons are redeemed pro-rata unless otherwise specified. The last trade file submission will be sent to the custodian at or around 3 pm Eastern Ome. 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 ApplicaOon Addendum, Investment DirecOon 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 instruct OPS to terminate the use of the Strategist Models at any Ome. Clients will receive noOficaOon of all transacOons in their account(a) in the form of an account statement provided by the custodian. 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 exisOng porSolio. This service is typically limited to porSolios with a value of greater than $1,000,000, though we may, at our discreOon, offer this service for porSolios with a lower value. This will include a review of some or all of the following aspects of such Client or Prospect’s exisOng porSolio: asset allocaOon and diversificaOon, For Strategist Program and Core Select strategies that invest in mutual funds, the custodians uOlized by us charge us an asset-based fee when Clients invest in certain share classes. These share classes are known as transacOon fee (“TF”) mutual funds. Absent the asset-based fee paid by us, Clients would be charged a transacOon 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, 19 of 74  in the Client’s best recommendaOons remain interest. fees or minimum Client Exclusions and Restric,ons impose For all of our programs, Clients may reasonable restricOons on the management of their account, including the designaOon of specific securiOes or a specific category of securiOes that should not be purchased for their account or that should be sold if held in the account, and may reasonably modify such restricOons from Ome to Ome. We or the Strategist may, at our sole discreOon, determine that a Client’s Exclusion or RestricOon is not reasonable given the circumstances. In such instances the Client will not be able to invest in the idenOfied model or Strategy and must select an alternaOve. we have a conflict when determining which share class to uOlize in Core Asset Manager or the Strategist Program. To miOgate 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 selecOng mutual funds and mutual fund share classes, we will not uOlize mutual funds or mutual fund share classes that have short term redempOon 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 lower cost share classes are TF mutual funds, it is possible that the Client would incur transacOon fees. When a Client restricts a category of securiOes that may be purchased for the account, we or the third- party Strategist will determine, in our respecOve sole discreOon, the specific securiOes in that category. Any restricOons a Client imposes on individual securiOes that may be purchased for the account shall apply only to individual stocks within separately managed porSolios. Investment Advisor, and Orion Custom Indexing Trading through Orion Wealth Tech Solu@ons For Orion Custom Indexing accounts under our WTS plaSorm, we will either submit trades to the custodian for a Client’s account or communicate trades to the Client’s Investment Advisor for the Client’s Investment Advisor to submit trades for execuOon. If we are submilng trades to a custodian for a Client’s account, the Client will be required to grant us trade authorizaOon 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 the Client’s Client’s Investment Advisor is responsible for ensuring trades are submimed for execuOon based on the Client’s Investment Advisor’s trading pracOces. In such instances, we do not have any trade authorizaOon on the Client’s account. Wrap Fee Program, Transac,on Fees, and Other Expenses We offer some of our services as a “wrap fee program”, with opOons to allocate investments to stocks, exchange traded funds, model porSolios, 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 addiOonal informaOon on our wrap fee program. Under the wrap fee programs, investment advice and costs of trade execuOons 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. The Client’s Investment Advisor is responsible for monitoring for best execuOon and reviewing and determining whether our services and investment 20 of 74  “Trade-away” fees for fund’s investment management Qualified custodian Charles Schwab & Co., Inc. (“Schwab”) has agreed to waive execuOon fees for our PlaSorm Clients’ transacOons executed by transacOons Schwab. submimed to a custodian other than Schwab will sOll be assessed. Clients in our wrap fee program do not pay these “Trade-away” fees on a transacOon-by- transacOon basis as they are included in the wrap fee program fee. We took this into consideraOon when pricing our wrap fee program at such custodian. Our fee is in addiOon to the operaOng expenses of the funds included in Client accounts, which are expressed as the fund’s “expense raOo”. A fund expense raOo represents the percentage of the fund’s assets used to operate the fund and reflects the fee, administraOve costs, brokerage costs, distribuOon fees, and other operaOng 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 raOos of the funds included in the program (which are set forth in the prospectus for each fund) when deciding whether the DesOnaOons program may be more or less costly than another investment program. impose transacOon fees. Our fee Technology We offer our services through a technology plaSorm known as “Advisor Portal.” Advisor Portal is a technology plaSorm that was developed by our affiliate, Orion Tech and allows for proposal generaOon, account opening, trading, reporOng, and billing from one dashboard. ETF shares incur transacOon expenses, which are paid to the custodian either as a separate transacOon 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 DesOnaOons ETFh strategies, we purchase the available mutual fund share class with the lowest internal expense raOo (generally the “InsOtuOonal” class), which share class may for DesOnaOons ETFh includes an asset-based fee paid to the custodian to cover transacOon costs (see “DesOnaOon Program Fees” under Item 5 – Fees and CompensaOon of this Brochure). This enables us to make investment decisions for DesOnaOons ETFh accounts without regard to transacOon costs. Recordkeeping Services OPS provides recordkeeping services for reOrement plans who wish to make OPS’s Strategist Program available to their plan’s parOcipants. Des@na@ons Funds We serve as the investment advisor for each series of the Brinker Capital DesOnaOons Trust, a registered investment company (each, a “DesOnaOons Fund” and collecOvely, the “DesOnaOons Funds”). A current list of the DesOnaOons Funds can be found at desOnaOonsfunds.com. Trading acOvity is influenced by the frequency of rebalances, contribuOons, and withdrawals. The more infrequent the trading acOvity (determined by fund changes and rebalances and Client addiOons 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 transacOon charge. Since trading acOvity is dictated by mulOple factors, including changes in funds in a Client’s DesOnaOons ETFh porSolio (e.g., because of our performance evaluaOons, changes in managers, funds closing to new investment, etc.), and the frequency of deposits and distribuOons (which are driven by Clients), it may be difficult to predict the level of trading acOvity in any year (and thus, whether the asset-based fee would be more or less costly than a separate transacOon charge). Each DesOnaOons 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 invesOng the assets allocated to them. We may also allocate a porOon of a DesOnaOons Fund’s assets to one or more ETF and mutual funds. Each DesOnaOons Fund is offered by its prospectus only. The prospectus for investment each DesOnaOons Fund includes 21 of 74  risks, which are the overall lower cost alternaOve for those OPS and BCI PlaSorm Clients. fees, expenses, and other objecOves, informaOon that prospecOve investors should read and consider carefully before invesOng. fees charged by The sub-transfer agent fees that may be charged to Clients invested through a third-party plaSorm may be more or less than the 15 basis points sub-transfer agency fee charged by the DesOnaOons Funds’ custodian with respect to the Class I shares. Each broker-dealer or financial advisor who holds accounts outside of the OPS or BCI PlaSorms 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 DesOnaOons Funds on the OPS and BCI PlaSorms as part of our advisory services. In addiOon, the DesOnaOons Funds are offered on the plaSorms of unaffiliated broker-dealers and sponsors. The custodians for such third-party plaSorms onen impose certain custody and clearing fees for administraOve services provided to Client accounts (“sub-transfer agent fees”) separate from the sub-transfer agent the DesOnaOons Funds’ custodian. The DesOnaOons Funds offer two classes of shares: Class I and Class Z. Class Z shares are offered to Clients that invest through a third-party plaSorm that may charge an external sub-transfer agent fee. AddiOonally, we use only our DesOnaOons Funds in our DesOnaOons Program. DesOnaOons Funds may have higher ongoing operaOng expenses (and thus higher expense raOos) than unaffiliated funds available in other investment programs. Accordingly, the DesOnaOons Program, which uses DesOnaOons Funds exclusively, may be more costly than other mutual fund allocaOon programs that uOlize funds with lower expense raOos. The expense raOo for Class I shares is approximately 15 basis points (0.15%) higher than the expense raOo for Class Z shares. The 15 basis point difference represents sub-transfer agent fees a DesOnaOons Fund pays to its custodian with respect to Class I shares for administraOve services provided to Client accounts. Clients invested in the Class Z shares do not pay this sub-transfer agent fee to the fund custodian, as the broker-dealer or financial advisor for the Client’s account assumes responsibility for these services and their related expenses, onen charging its own sub-transfer agent fee. Shares of the DesOnaOons Funds available to parOcipants in our advisory programs are InsOtuOonal share classes that do not pay Rule 12b-1 fees or other similar distribuOon or transacOon expenses. With respect to proprietary models that invest in third-party funds and the DesOnaOons Funds, Brinker purchases the available third-party fund share class with the lowest internal expense raOo (generally the “InsOtuOonal” class). However, these third-party funds may impose transacOon fees in connecOon with the purchase or sale of shares. Assets Under Management As of December 31, 2025, we managed $53,421,780,525 of Client assets on a discreOonary basis and $11,420,354,826 of Client assets on a non- discreOonary basis. For the remaining assets on our plaSorm, we provide services, but do not provide administraOve If we invest Client accounts in Class Z shares as opposed to Class I shares, our custodian would charge the Client a separate custody and clearing fee. Generally, that fee would be more than the 15 basis points sub-transfer agent fee that the Class I shares pay to the DesOnaOons Funds’ custodian. The fee would depend on account size and would include a minimum fee, which would significantly increase the effecOve rate for smaller accounts. Consequently, we determined that the overall cost for Clients on the OPS and BCI PlaSorms would be greater than the cost associated with an investment in Class I shares. For these reasons, we invest asset on the OPS and BCI PlaSorms in Class I shares of the DesOnaOons Funds, 22 of 74  investment advice regarding these assets or have investment discreOon over these assets. 23 of 74  Item 5 – Fees and CompensaCon Our fee structure varies between the OPS and BCI PlaSorms. The primary fee is split in the following manner: General We will assess and collect Clients fees for the services provided to them by ourselves, the Strategists, and the Client’s Investment Advisor in the manner authorized by the Client. OPS Pla$orm AdministraOve 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 someOmes be referred to as a “PlaSorm 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 addiOon to the AdministraOve 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 soliciOng 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. as disOnct households. A household is defined as all custodian accounts at the same residenOal address. Fees for our WTS PlaSorm are negoOable and vary based on the types of services we are engaged to provide to the Investment Advisor firm. Monthly Billing Generally, for offerings on our OPS PlaSorm, 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 Oered schedule. Accounts will not be consolidated if they were iniOally structured Quarterly Billing Generally, for offerings on our BCI PlaSorm, we bill quarterly in advance. When billing in advance, the iniOal 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. Thereaner, 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 24 of 74  situaOon is selected, Clients cannot designate an account subject to ERISA as the paying account for fees associated with non-ERISA accounts. also be billed for addiOonal monies added to their account during the advisory fee period. No adjustments to the Client advisory fee will be made for monies withdrawn during the advisory fee period. Upon terminaOon, 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 relaOonship type. See Item 4 – Advisory Business for a descripOon of the various relaOonship types we offer. Sub-Advisory In a sub-advisory relaOonship, 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 porOon of the fee and the porOon of the fee due to any Strategist (as applicable), and remit the remaining porOon to the Investment Advisor. AlternaOvely, 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. Re,rement Plan Services Billing See "ReOrement 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 redempOon of mutual fund shares or deducOon 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 deducOng the fees. Clients can select to have one account from which all fees for their household are deducted. If such a Fee Summary The following tables outline the fees for services we offer under our various programs and strategies as outlined in Item 4 – Advisory Business of this Brochure: 1B1BBrinker Capital Investments Programs Program Brinker Fee Component1,2 Wrap Fee Eligible Minimum Wealth Advisory Yes3 $1 million 0.65% Core Guided Manager Yes3 $500,0004 DesMnaMons Yes3 $05 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% No $250,0006 ReMrement Plan Services See the ReMrement Plan Services Program Fees secMon below 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 pla:orm valued at less than $100,000. 2 There is no Brinker Fee Component for the porMon of accounts within the Wealth Advisory, Core Guided Manager, or DesMnaMons Programs assigned to Affiliated Funds (including DesMnaMons Funds) strategies. The Client will sMll pay for advisory services in such strategies based on their proporMonal ownership of the Affiliated Funds within such strategies. We will sMll earn compensaMon as the investment advisor to the Affiliated Funds within such strategies. 3 At any given Mme, these por:olios may be allocated only among mutual funds and ETFs and, in that instance, would not be considered to be “wrap fee” accounts. 4 Core Guided Select minimums may be lower based on the Strategists selected. 5 Certain strategies within the DesMnaMons Program may have a higher minimum. 6 Minimum Plan Assets 25 of 74  0B0BOrion Por(olio Solu,ons Programs Program Minimum Administra:on Fees1,2 Wealth Advisory Wrap Fee Eligible Yes3 $1 million First $1 million $1 million to $2 million $2 million to $3 million $3 million to $4 million 0.60% 0.50% 0.45% 0.40% Strategist Program Yes3 Varies4 SMA Program Yes3 Varies5 Advisor Directed Program Yes3 Varies6 $4 million to $5 million Over $5 million First $100,000.00 $100,000.01 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.35% 0.30% 0.35% 0.30% 0.20% 0.10% 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 pla:orm valued at less than $100,000. 2 There is no AdministraMon Fee for the porMon of accounts within the Wealth Advisory or Strategist Programs assigned to Affiliated Funds (including DesMnaMons Funds) strategies. The Client will sMll pay for advisory services in such strategies based on their proporMonal ownership of the Affiliated Funds within such strategies. We will sMll earn compensaMon as the investment advisor to the Affiliated Funds within such strategies. 3 At any given Mme, these por:olios may be allocated only among mutual funds and ETFs and, in that instance, would not be considered to be “wrap fee” accounts. 4 Minimums vary and are set by the Strategist Program Strategist. 5 Minimums vary and are set by the SMA Program Manager. 6 Minimums vary and are set by the Client’s Investment Advisor. Investment Strategies Program Wrap Fee Eligible Minimum Strategist Fee Strategy Fee Component Disciplined Equity Yes $50,000 0.10% - 0.15% Orion Custom Indexing Yes $100,000 0.15% Orion Custom Indexing Tailored AllocaMon Por:olios Yes $100,000 None1 Orion Custom Indexing Equity Long/Short strategy Yes $1 million 0.40% No $0.00 Market Cycle Advised Madate Por:olios None2 Core Guided Por:olios Yes2 $500,000 Varies3 Core Select Yes $0 No DesMnaMons Funds $10,000 Personal Benchmark No $100,000 None4,5 Brinker Blended Por:olios Yes $10,000 DesMnaMons Hybrid Por:olios No $10,000 DesMnaMons ETFh Yes $25,000 0.10%6 Focused Strategies Yes $0 0.25% American Funds Strategy No $25,000 0.25% Capital Group ETF Strategies Yes $5,000 0.10% American Hybrid Por:olios No $25,000 0.10% Core Plus ETF Strategy Yes $10,000 0.25% Brinker Capital ESG Por:olios Yes $25,000 0.10% AcMve Income Strategy Yes $25,000 0.25% Managed Income Strategy Yes $25,000 0.20% 26 of 74  Digital Assets Por:olio Yes $25,000 0.25% No $5,000 0.38% Individualized Managed Accounts 1 The unaffiliated Strategists whose funds or models are uMlized within the Tailored AllocaMon Por:olios pay us a fee in exchange for inclusion in such por:olios. 2 The unaffiliated Strategists whose funds or models are uMlized within the Market Cycle Advised Mandate Por:olios pay us a fee in exchange for inclusion in such por:olios. In addiMon, we receive advisory fees as the investment advisor to the DesMnaMons Funds which may be included in the Market Cycle Advised Mandate Por:olios. 3 The por:olio managers within the Core Guided Por:olios set their individual Strategy Fee Component. 4 The Client will sMll pay for advisory services in such strategies based on their proporMonal ownership of the Affiliated Funds within such strategies. We will sMll earn compensaMon as the investment advisor to the Affiliated Funds within such strategies. 5 The unaffiliated Strategists whose funds or models are uMlized within the Brinker Blended Por:olios pay us a fee in exchange for inclusion in such por:olios. 6 The Strategist Fee / Strategy Fee Component for the DesMnaMons ETFh strategy is 0.00% when used in the Wealth Advisory program. descripOon of mutual fund or ETF fees and expenses are available in each fund’s prospectus. Fees are negoOable between us and the Client. In addiOon to the fees in this chart, Clients will be assessed a Strategist/Strategy fee and an Investment Advisor fee. 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. 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 parOcular custodian may offer a lower cost share class, but it will not be used in the strategy because not all of the other available custodians offer that share class for the strategy. Other Fee Informa@on The following secOons outline important addiOonal informaOon relaOng to our fees. The Investment Advisor fee is negoOated between a Investment Advisor and may Client and their represent either an advisory fee or a solicitor fee, depending on the Investment Advisor’s relaOonship with us. Fee Distribu,on We distribute a porOon of the Brinker Fee Component to certain Investment Advisors who have significant assets invested in our PlaSorms or for other reasons, at our discreOon. The amount of any distribuOon is individually negoOated with each Investment Advisor. Any Brinker Fee Component distributed to an Investment Advisor is retained by that Investment Advisor and does not consOtute a reducOon in the Brinker Fee Component for Clients. 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 addiOon, a fee summary is available to Clients through our website. Fees charged by us are separate and disOnct 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 Fee Changes We may amend our fee schedule upon at least 30 days’ prior wrimen noOce. 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 allocaOon of an account among Strategists, specific Strategist selecOon, and the number of 27 of 74  Ome 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 Ome, to (orion.com/wealth-management). Custodian Services Custodian services will be provided by a qualified custodian, including our affiliate, ConstellaOon Trust Company (“CTC”). Please refer to Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure for more informaOon 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. Termina,on of Services and Termina,on Fees We can terminate our advisory services with a Client at any Ome by providing wrimen noOce. Likewise, a Client can terminate our services at any Ome by providing us with wrimen noOce. If a Client’s use of our services is terminated within (5) five business days from the date of incepOon, all fees paid by the Client in advance will be promptly refunded and no terminaOon fee will be charged. Should a Client’s agreement be terminated at any other Ome, the Client will receive a pro-rata refund of any prepaid fees. The current TerminaOon Fee is $75 per account for full outgoing distribuOons or non-ACAT transfers. The TerminaOon Fee may be discounted for Clients of Investment Advisors who have a significant amount of assets invested on our PlaSorms. Any discount is individually negoOated with each Investment Advisor at our discreOon. AddiOonal account terminaOon fees may be charged by the custodian. Compensa,on Our porSolio manager personnel compensaOon includes an annual base salary and a discreOonary bonus, which may be based on various factors including performance metrics and firm profitability. Our sales personnel receive compensaOon based on new assets subject to our services and are eligible for bonuses based on redempOons or terminaOons. These compensaOon structures create an incenOve for our financial professionals to recommend that Clients increase the size of their assets managed by us (or not terminate), even when alternaOves exist. Certain professionals have an equity interest in our parent company, GT Polaris Holdings, LP, which creates a general incenOve for these professionals to grow firm revenue, including through asset growth and plaSorm uOlizaOon. Upon terminaOon, 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 unOl the terminaOon of the agreement. Orion Investment Portal We receive compensaOon 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 Ome such Clients engaged us for advisory services, and any subsequent amendments thereto. Our proprietary strategies are available within the Orion Investment Portal plaSorm. Pricing for such Strategies may vary compared to the pricing on the Orion PorSolio SoluOons PlaSorm and Brinker Capital Investments PlaSorm listed above. 28 of 74  For more informaOon about the Orion CommuniOes plaSorm, please refer to Item 4 – Advisory Business of this Brochure. balance in the account, regardless of the proporOon of the account allocated to their proprietary products. AddiOonally, we have a conflict in that we are compensated based on the Strategist selected. This conflict is miOgated as Clients and their Investment Advisor, not us, are responsible for selecOng the most suitable porSolio for Clients. We do not provide advice or recommendaOons regarding porSolio selecOons. Market Cycle Advised Mandates Por(olios The unaffiliated Strategists whose funds or models are uOlized within the MCAM PorSolios pay us a fee in exchange for inclusion in the MCAM PorSolios. AddiOonally, we uOlize the DesOnaOons Funds in the MCAM PorSolios. We have a conflict as each Strategist may expect that a porOon of the total assets in the porSolios be allocated to their funds or models. To miOgate this conflict, we manage the investment MCAM PorSolios based upon their objecOves, our long-term capital forecasts and limit the allocaOon of the models to the DesOnaOons Funds-. Further, Clients and their Investment Advisor, not us, are responsible for selecOng the most suitable porSolio for Clients. We do not provide advice or recommendaOons regarding porSolio selecOons. Des,na,ons Funds Program We use Affiliated Funds exclusively in our DesOnaOons Funds program. The Affiliated Funds may have higher ongoing expenses than unaffiliated mutual funds. In evaluaOng the overall cost of the DesOnaOons program as compared to other investment programs, Clients should note that we receive advisory fees as the investment advisor in DesOnaOons Funds. Because we receive advisory fees as the Investment Advisor to the DesOnaOon Funds, we do not charge the AdministraOve Fee or Brinker Fee Component for the porOon of any DesOnaOons porSolio account allocated to the DesOnaOons Funds. However, because we receive advisory fees in connecOon with the DesOnaOons program, we have an incenOve to recommend the DesOnaOons program to the extent that we receive a greater porOon of the Total Fee charged than we do in other programs. The fee for our DesOnaOons ETFh program includes an asset-based fee to cover transacOon costs, which may be more costly for larger accounts with relaOvely low trading acOvity than a program that imposes a separate charge on each share transacOon. Tailored Alloca,on Por(olios The unaffiliated Strategists whose mutual funds or ETFs are uOlized within the Tailored AllocaOon PorSolios pay us a fee in exchange for inclusion in the Tailored AllocaOon PorSolios program. Brinker Blended Por(olios The advisors to the unaffiliated mutual funds and ETFs uOlized within the Brinker Blended PorSolios may pay us a fee in exchange for inclusion in such porSolios. We have a conflict because the fees received by us vary based upon the funds proporOon of such funds uOlized within the porSolios. To miOgate this conflict, we manage the Brinker Blended PorSolios based upon their investment objecOves and our long-term capital forecasts and limit the proporOon of the porSolios allocated to the non-affiliated funds which pay us a fee to between 25% and 35% of the total porSolio allocaOon. We have a conflict as we might be inclined to transiOon the Client’s assets into the Strategist’s proprietary products more quickly than the Client otherwise would. This is miOgated by a contractual understanding that the holdings in the account will be selected based on the desires and needs of the investor and any allocaOon and trading will be done based on the capital gains budgets and transiOon plans idenOfied to us by the Investor or their Advisor. Further, the Strategists pay us based on the enOre The advisors of unaffiliated funds included in the program who pay us a fee in exchange for inclusion in this program are: 29 of 74  • Main Management, LLC above average transacOon volume due to frequent addiOons or liquidaOons. We receive no compensaOon from any other non- affiliated mutual funds or ETFs included in these porSolios. The Clearing and Custody Fee Schedule in effect from Ome to Ome is available to Clients on our website (hmp://www.brinkercapitalinvestments.com/hmps:/ /orion.com/wealth-management). to deposit cash or other in Municipal Securi,es Por(olios & Individual ETF or Mutual Fund Holdings We offer two Custody and Clearing fee structures for acOvely managed municipal securiOes porSolios. Clients may elect to be charged a separate Ocket charge on each trade in the account or an asset- based fee. The current Ocket charge is $30.00 per trade for fixed income and mutual funds and $8 per trade for equiOes and ETF’s, which may be changed from Ome to Ome. No separate Ocket charge is imposed on transacOons when Clients have selected the asset-based fee, which uOlizes the Core Fixed Income custody and clearing fee schedule. Unsupervised Asset Fee As an accommodaOon to a Client, we may permit a Client securiOes their account or, (“Unsupervised Assets”) alternaOvely, at the Client’s discreOon, in a separate account established with the custodian, for which we do not provide allocaOon, porSolio asset management, or performance monitoring services. Clients will be charged any clearing fees or transacOon charges imposed by the custodian or brokerage firm in accordance with its fee schedule in effect from Ome to Ome, which fees and charges will be deducted from the Client’s account at the Ome of the transacOon giving rise to the charge, or at such other Ome as determined by the custodian. Strategist Fee Reten,on 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 Ocket charge on each trade in the account or an asset-based fee. The current Ocket charge is $8 per trade for ETFs and $30 per trade for mutual fund holdings (other than trades of non-transacOon fee (NTF) mutual fund shares). The ETF and mutual fund per trade Ocket charge may be changed from Ome to Ome. No separate Ocket charge is imposed on transacOons when Clients have elected the asset- based custody and clearing schedule, which uOlizes the Core Equity custody and clearing fee schedule. invested for larger accounts without Whether the per trade or the asset-based opOon is more suitable for Clients in acOvely managed municipal securiOes porSolios 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 Ocket charge will generally be more suitable regular distribuOon programs, where the added Ocket charge will usually be less than the addiOonal management fee, while the asset-based fee will generally be more suitable for smaller accounts or accounts that have The enOre 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 ApplicaOon Addendum or investment advisory agreement, as applicable. In addiOon, 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 porOon of the fees they collect from mutual funds they manage with us. Below are the Strategists who share these fees with us: 30 of 74  • Advanced Asset Management Advisors • Focus Partners Advisor Solutions fka Buckingham Strategic Partners • Horizon Investments • Meeder Investment Management • Toews Corporation • Ocean Park Asset Management • Clark Capital • iMGP All Strategists on our plaSorm have the opportunity to pay us a fee for, among other services, markeOng 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 incenOve to conOnue to recommend the Strategists who pay us such a fee for the Strategist Program. AddiOonally, Strategists may refer or recommend their clients to invest via our plaSorm. This arrangement creates an incenOve for us to keep these Strategists over others that we may be considering. To miOgate these conflicts, our Investment Due Diligence Commimee 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 plaSorm. The amount of the discount individually negoOated with each Investment Advisor at our discreOon. Investment Advisor, may vary. Please refer to the Client investment advisory agreement, including amached 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 negoOated at our discreOon and fees for customized investment strategies developed for a Client are negoOated on a case-by-case basis. Furthermore, from Ome-to-Ome we offer program- wide fee discounts and reduced account minimums as part of markeOng and promoOonal programs. Such programs may be iniOated or disconOnued at our discreOon. 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 gained by managing mulOple Clients for the same Investment Advisor, and our relaOonship 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 negoOate a flat fee schedule may or may not pay a higher fee than those who pay under a Oered 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 PlaSorms can purchase from us data containing aggregate informaOon regarding the Investment Advisors who are researching or recommending their strategies or models. AddiOonal informaOon regarding this can be found in Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure. Promo,onal Fee Discounts From Ome to Ome, we may offer promoOonal 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. Non-Standard Fees The advisory fee schedules listed above are our standard rates. Actual fees, and/or the porOon of the advisory fee retained by us and the Client’s 31 of 74  the Investment Advisor's in accordance with the The Brinker Fee Component for the RPS program fee) (excluding is determined following schedule: Total Plan Account Value* Brinker Fee Component This creates a conflict for the Investment Advisor(s) or Investment Advisors as they are encouraged to recommend our investment advisory services relaOve to the investment advisory services of other advisors with similar programs to ours. Please review the Investment Advisor’s Form ADV Part2A for more informaOon regarding their parOcipaOon in such promoOons. 0.35% Up to $2,500,000 to $5 0.30% $2,500,000.00 up million Por(olio Audit Services The cost of PorSolio Audit Services is included as part of the fees Investment Advisors pay to us. $5 million to $7million 0.25% Over $7,000,000 0.20% 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 investment advisory agreement. If there is a co- advisor, the Investment Advisor’s Fee is paid in addiOon to the Brinker Fee Component. * Note: Total Plan Account Value represents the porOon of the Plan assets managed by or through our RPS program. The fee schedule is not Oered. 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 wrimen noOce to Plan Sponsor. Accounts above $10 million are priced separately. We also may negoOate 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 administraOve services. Mutual funds and ETFs incur management fees and other operaOng fees and expenses, which are in addiOon 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 iniOally opened. In the event of terminaOon of the account, the fees will be adjusted, on a pro rata basis, to reflect the porOon of the final quarter in which terminaOon occurs. Brinker Fund Fee Offset Advisory fees paid to us or our affiliates by any fund advised by us or our affiliates, including any to a Plan’s DesOnaOons 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 32 of 74  changes to the advisory fees paid to us or our affiliate by fund(s) advised by us or our affiliate. 33 of 74  Item 6 – Performance-Based Fees and Side-by-Side Management performance fee accounts is that we could devote more Ome and amenOon to performance fee accounts than to accounts under an asset-based fee arrangement. AddiOonally, performance-based fees create an incenOve for an advisor such as to recommend investments that may be riskier or more speculaOve than those that would be recommended under a different fee arrangement. Since we endeavor at all Omes 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 prospecOve Clients the existence of material conflicts of interest, including the potenOal for our firm and earn more its compensaOon from some Clients than others. 2. We have implemented wrimen policies and procedures for fair and consistent allocaOon of investment opportuniOes among all Clients. We charge certain insOtuOonal endowment Clients a performance fee, which is based upon a share of capital gains or capital appreciaOon 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 regulaOons. In addiOon, it is our policy not to retain any fees charged and to pass performance-based through any collected performance-based fees to third parOes that provide investment research and/or advisory services to us in connecOon 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 idenOfy significant performance dispariOes indicaOve of possible favorable treatment. interest we 4. We educate our employees regarding the responsibiliOes of a fiduciary, including the equitable treatment of all Clients, regardless of the fee arrangement. 5. Only Clients that are able to assume addiOonal 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 potenOal conflicts of face by managing performance-based accounts at the same Ome as managing asset based, non-performance based accounts. For example, the nature of a performance fee poses an opportunity for us to earn more compensaOon 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 34 of 74  Item 7 – Types of Clients municipal government enOOes. 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 idenOfied above through an arrangement where Investment Advisors refer such Clients to us. This is referred to herein as a “solicitor” relaOonship. We primarily provide investment management and recordkeeping services to Investment Advisors and their Clients. These Investment Advisors use our OPS PlaSorm and BCI PlaSorm to service their Clients. Such Clients may include individuals, banks or thrin insOtuOons, pension, reOrement, 529 educaOonal savings and profit-sharing plans (other than plan parOcipants), endowments, other pooled investment insOtuOons, vehicles, trusts, estates, charitable corporaOons and other business enOOes, and state or 35 of 74  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss In addiOon to the informaOon 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. InvesOng in securiOes involves risk of loss that Clients should be prepared to bear. Quan,ta,ve Analysis Using mathemaOcal models, staOsOcal techniques, and computaOonal algorithms to analyze financial data. It involves examining data to idenOfy pamerns, trends, and correlaOons, building models to assess and miOgate risks, and selecOng a mix of assets for porSolio 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 QuanOtaOve Analysis arises from inaccurate assumpOons or poor-quality data, leading to unreliable predicOons. AddiOonally, overfilng occurs when models are too closely tailored to historical data, reducing their effecOveness for future predicOons. Market changes can render models based on past data obsolete, as they may not account for sudden or unprecedented events Char,ng Analysis Gathering and processing of price and volume pamern informaOon for a parOcular security, sector, broad index or commodity. This price and volume pamern informaOon is analyzed. The resulOng pamern and correlaOon data is used to detect departures from expected performance and diversificaOon 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 experOse of the company's management, and the outlook for the company and its industry. The resulOng data is used to measure the true value of the company's stock compared to the current market value. Risk: Our charOng analysis may not accurately detect anomalies or predict future price movements. reflect all Current prices of securiOes may informaOon known about the security and day-to- day changes in market prices of securiOes may follow random pamerns and may not be predictable with any reliable degree of accuracy. trends Technical Analysis and Studying past price pamerns, interrelaOonships in the financial markets to assess risk-adjusted performance and predict the direcOon of both the overall market and specific securiOes. Risk: The risk of fundamental analysis is that informaOon obtained may be incorrect and the analysis may not provide an accurate esOmate of earnings, which may be the basis for a stock's value. If securiOes prices adjust rapidly to new informaOon, uOlizing fundamental analysis may not result in favorable performance. price pamerns and Cyclical Analysis A type of technical analysis that involves evaluaOng trends. recurring Economic/business cycles may not be predictable and may have many fluctuaOons between long-term expansions and contracOons. Risk: The risk of market Oming based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securiOes may reflect all informaOon known about the security and day-to- day changes in market prices of securiOes may follow random pamerns 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 36 of 74  is the difficulty announcements, etc.) but may have a smaller impact over longer periods of Omes. in predicOng cyclical analysis economic trends and consequently the changing value of securiOes that would be affected by these changing trends. Modern Por(olio Theory A theory of investment which amempts to maximize porSolio expected return for a given amount of porSolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proporOons of various assets. Short Sales Unlike a straighSorward investment in stocks where you buy shares with the expectaOon 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 regulaOons in place regarding short selling. Risk: Market risk is that part of a security's risk that is common to all securiOes of the same general class (stocks and bonds) and thus cannot be eliminated by diversificaOon. Long-Term Purchases SecuriOes purchased with the expectaOon that the value of those securiOes will grow over a relaOvely long period of Ome, generally greater than one year. Risk: Short selling is very risky. Investors should exercise extreme cauOon 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 potenOal 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 parOcular investment will go down over Ome even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be bemer uOlized in the short-term in other investments. Short-Term Purchases SecuriOes purchased with the expectaOon that they will be sold within a relaOvely short period of Ome, generally less than one year, to take advantage of the securiOes' short-term price fluctuaOons. Risk: A short seller has to undertake to pay the earnings on the borrowed securiOes as long as the short seller chooses to keep the short posiOon 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 enOre 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 securiOes. If the broker makes this call when the stock price is much higher than the price at the Ome 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 disproporOonately higher amount of transacOon 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 37 of 74  substanOal, especially if short posiOons 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 fracOon of a percent to more than 100% of the value of the short trade. The hard-to-borrow rate can fluctuate substanOally on a daily basis; therefore, the exact dollar amount of the fee may not be known in advance, and may be substanOal.   Trading We may use frequent trading (in general, selling securiOes within 30 days of purchasing the same securiOes) 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 objecOves and tolerance for risk. This may include buying and selling securiOes frequently in an effort to capture significant market gains and avoid significant losses. Margin Transac,ons A securiOes transacOon 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 negaOvely affected, parOcularly through increased brokerage and other transacOonal 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 porOon 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 uOlize a combinaOon of qualitaOve and idenOfy, evaluate, and quanOtaOve monitor the strategies made available on our PlaSorms. The quanOtaOve analysis focuses on the performance of the strategies relaOve to benchmarks and peers, porSolio 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 qualitaOve analysis reviews the breadth and depth of resources of operaOons of the Investment Manager, including organizaOonal history, investment team experience, firm size and ownership structure investment philosophy and process client servicing capabiliOes, relaOonship with us, and other characterisOcs. Op,on Wri,ng A securiOes transacOon that involves selling an opOon. An opOon is a contract that gives the buyer the right, but not the obligaOon, to buy or sell a parOcular security at a specified price on or before the expiraOon date of the opOon. When an investor sells a call opOon, he or she must deliver to the buyer a specified number of shares if the buyer exercises the opOon. When an investor sells a put opOon, he or she must pay the strike price per share if the buyer exercises the opOon, and will receive the specified number of shares. The opOon writer/seller receives a premium (the market price of the opOon at a parOcular Ome) in exchange for wriOng the opOon. Risk: OpOons are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situaOons, an investor's risk can be unlimited. Our Investment Due Diligence Commimee oversees the Investment Manager due diligence, selecOon and monitoring processes. The Investment Due Diligence Commimee reviews manager performance and addresses potenOal concerns, collaborates on new manager searches, and discusses recommended manager terminaOons. New investment strategies, including, but not limited to, separate accounts and 38 of 74  investment convicOon by our Due Diligence team. The “Watch List” contains Strategies idenOfied by our Due Diligence team as having amributes that warrant concern, but have not yet been determined as Strategies that should be removed from our PlaSorm. The Select List and Watch List are each updated on a semi-annual basis. factors into consideraOon funds managed by unaffiliated Strategists include but are not limited to performance and style analysis, risk analysis, informaOon obtained through onsite due diligence meeOngs with the appropriate execuOve and investment personnel, and a review of the strategy due diligence manager’s quesOonnaire responses. The Investment Due their professional Diligence Commimee uses judgment and investment experience while taking these when recommending any investment acOon such as the addiOon of a new strategy to the plaSorm and/or manager terminaOons. Orion Investment Portal All of the Strategists and Strategist Models available on our OPS PlaSorm are available to the investment advisory firms and their representaOves that are uOlizing the porSolio accounOng and other technology tools offered through our affiliate, Orion Tech. We make addiOonal 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 plaSorm, we uOlize various third- party analyOcal sonware. Also, we use a proprietary risk scoring methodology. This tool assists Advisors in Investment Manager developing and selecOng strategies by assigning a risk score to each strategy on our PlaSorms. The tool helps Investment Advisors with porSolio construcOon and asset allocaOon. As a Client’s Investment Advisor determines the investment strategy to uOlize based on the Client’s investment needs, Clients should consult their Advisor’s Form ADV Part 2A for a full descripOon 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 quanOtaOve 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 Commimee. are responsible The Investment Managers are not provided individual informaOon about the Client or their investment goals and objecOves and do not have an advisory relaOonship with the Client. Any quesOons regarding the management of the investment strategies or the Client’s Account should be directed to the Client’s Investment Advisor. instrucOons. To assist Investment Advisors in idenOfying 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 relaOng to both quanOtaOve metrics and qualitaOve assessments and are viewed as high Individual Securi@es We do not review investment decisions regarding individual securiOes made by unaffiliated Investment Managers. While we for implemenOng an Investment Manager’s instrucOons with respect to Client accounts invested in a model, we do not review or make any independent determinaOon with respect to the merits of such investment Investment decisions relaOng to fund shares for strategies managed directly by us are made by our investment team. The selecOon process can generally be defined as eclecOc 39 of 74  style, geography, Indexing Equity diversificaOon 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 potenOal, downside risk, valuaOon metrics, technical outlook, future catalyst other event, informaOon. Advisor we may engage to implement the Orion Custom Long/Short Strategy provides tax advice; Clients should consult their own qualified tax advisors, and each Client’s Investment Advisor is responsible for considering the Client’s objecOves, risk tolerance, tax circumstances, liquidity needs, financial situaOon, and other relevant factors when determining whether the strategy is suitable and in the Client’s best interest. 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 securiOes. These strategies seek to replicate the risk/return profile of the index or strategy being targeted and can create tax alpha by harvesOng tax losses to offset taxes on capital gains as well as provide comprehensive tax transiOons. Discre@onary Programs As menOoned above, in addiOon to third-party Investment Manager strategies, we make available certain strategies that are managed internally. The plaSorm provides porSolios managed by our porSolio management team using mutual funds, ETFs, stocks, and other exchange-traded products. In addiOon, the OPS PlaSorm offers the MCAM (Market Cycle Advised Mandate) PorSolios 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 Commimee do not review our proprietary strategies. Investment Analysis for Solicitor Clients The following informaOon 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. strategy that accounts for Indexing Equity Long/Short The Orion Custom Strategy described in Item 4 uOlizes a customized long/short overlay and seeks to provide pre-tax and aner-tax excess returns through acOve stock selecOon and tax-loss harvesOng while maintaining the investment characterisOcs of the Client’s desired market exposure. Because the strategy may use both long and short posiOons, it involves addiOonal risks beyond tradiOonal long-only equity strategies or other Orion Custom Indexing strategies, including market risk, idiosyncraOc or company-specific risk, short-sale risk, borrow and short squeeze risk, leverage risk, and borrow rate risk. These risks may result in losses, increased costs, unexpected porSolio outcomes, or the need to purchase securiOes in the open market at prices significantly above the proceeds received from a short sale. Investment Strategy Development CriOcal to the success of any investment plan is a well-defined risk tolerance, risk capacity, risk composure, Ome horizons, rate of return targets, and liquidity needs. We use an investment strategy quesOonnaire (also called a Risk Tolerance QuesOonnaire or Risk Tolerance Assessment) to assist in developing a recommended or suggested investment strategy for each Client. harvesOng or other Indexing Equity Long/Short The Orion Custom Strategy may involve addiOonal tax consideraOons, and any expected tax benefits, including from tax- loss tax-management techniques, are not guaranteed and may not be suitable for every Client. Neither we nor any Sub- Investment Strategy Ques,onnaire BCI Clients introduced to us through a solicitor Investment Advisor will complete an investment 40 of 74  to analyze strategy quesOonnaire developed by us or a third- party advisor which idenOfies the Client objecOves, assets, risk tolerance, risk capacity, risk composure, personal situaOon, and investment experience. We uOlize our proprietary computerized sonware program investment strategy the quesOonnaire 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 quesOonnaire. seek to with regard to risk that we allow for a Client’s porSolio. The risk associated with each investment is carefully considered before it is added to a Client’s porSolio. Under Risk BudgeOng, Clients are assigned a Risk Budget and each security is assigned a risk value primarily based on volaOlity. The Risk Budget is expressed as a percentage of the risk relaOve to a diversified equity porSolio benchmark. For example, a Risk Budget of 100 would represent a porSolio with a risk similar to 100% of the risk of a diversified equity porSolio and a porSolio with a Risk Budget of 60 would represent a porSolio with a risk similar to 60% of the risk of a diversified equity porSolio. Within the constraints of the Risk Budget that Clients select, we idenOfy amracOve market acOvely opportuniOes. Our Risk BudgeOng Methodology is flexible enough to be applied to a broad variety of levels, from aggressive to Client risk comfort conservaOve. When creaOng 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 Ome horizon, liquidity needs, tax bracket, and account type. We also consider a Client’s level of investable assets and desired level of investment discreOon in recommending programs. recommendaOons directly to Within the RPS program, we offer an investment strategy quesOonnaire that Plan sponsors can share with Plan parOcipants to help them choose a suitable investment strategy. However, we do not give investment the parOcipants. and/or investment compensaOon Investment Conflicts of Interest From Ome to Ome, our investment team, Investment Commimee, and/or the Investment Due Diligence Commimee members may have a conflict of interest investment recommendaOon, when making an including any benefits we or such individuals receives from a third party. When a parOcular investment recommendaOon creates a conflict of interest, the investment team member, Investment Commimee member, Investment Due Diligence Commimee member will (i) ensure the nature and extent of his or her interest is fully disclosed prior to the transacOon, including disclosure of any direct or the indirect team member, Commimee member, Investment Due Diligence Commimee member, and/or we receive in connecOon with the transacOon and (ii) make the recommendaOon only if he or she has a reasonable belief that the transacOon is in the Client’s best interest. Asset Alloca,on Process For solicitor Clients, once we have created an investment strategy profile, the solicitor creates an asset allocaOon that aligns Client objecOves with investment strategies using investment disciplines that are suitable for achieving the Client’s stated goals, which we then review. For discreOonary porSolios, each program will be managed within the stated ranges for each major asset class. With respect to any investment recommendaOon, neither the Asset AllocaOon Commimee or we nor Investment Commimee members favor one Client or group of Clients at the expense of other Clients. Our parent company, Orion Advisor SoluOons, Inc. (“Orion”) maintains a Conflicts Commimee charged with idenOfying and addressing conflicts of interest that exist in our business and the business of our Risk Budge@ng We also uOlize Risk BudgeOng for certain investment strategies. Risk BudgeOng is the spending allowance 41 of 74  affiliates. The Conflicts Commimee is chaired by our Chief Compliance Officer. invesOng involves a risk of loss, our programs could lose money over short or long periods. in securiOes InvesOng 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 objecOves 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 inflaOon risk. The underlying value of the instruments within the money market fund may change depending on the direcOon of interest rates. Under our current fee schedules, the amount of fees we receive does not change based upon the allocaOon of assets in a Client’s account among Strategists and/or funds, which we believe eliminates incenOve or conflict with respect to the any allocaOon of assets in a Client’s account. We uOlize only our DesOnaOons Funds in our DesOnaOons Funds models, for which we serve as the advisor and receive an advisory fee from the DesOnaOons Funds. This creates a potenOal conflict of interest, which we seek to miOgate by excluding the DesOnaOons Funds when calculaOng the Brinker Fee Component and AdministraOon Fees, as applicable, for accounts in the DesOnaOons models. See also Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure. No Guarantee The value of a Client investment could decline and be worth less than the principal iniOally invested. And while a money market fund seeks a stable share price, its yield fluctuates. In addiOon, 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 Ome. Risks Performance could be impacted by a number of different market risks including but not limited to: Loss of Capital All of our programs are subject to general market risk. Any investment in the securiOes is subject to risk of loss of capital. The value of the porSolio will fluctuate based upon changes in value of the underlying securiOes. Investments are not insured by the Federal Deposit Insurance CorporaOon. As discussed in Item 5 – Fees and CompensaOon of this Brochure, we may retain a porOon of the Strategist Fee / Strategy Fee Component of a strategy, or otherwise receive compensaOon from a Strategist. In addiOon, as discussed in Item 10 – Other Financial Industry AcOviOes and AffiliaOons, Strategists may provide support payments for markeOng 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 miOgate 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. CompensaOon 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 PorSolios 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 Risk of Loss The descripOon contained herein is an overview of the risks entailed in the various advisory programs we offer and is not intended to be complete. All 42 of 74  more defensive or more aggressive when the market is rising or falling, respecOvely. redempOons, it may be necessary for the porSolio to sell such securiOes at prices that could impact porSolio value. Credit Risk The value of a Client’s investment in the porSolio may change in response to changes in the credit raOngs of the porSolio’s securiOes. Generally, investment risk and price volaOlity increase as a security’s credit raOng declines. is responsible Execu@on Delay Risk In our ReOrement Plan Services program, we provide instrucOons regarding mutual funds and ETFs included in the asset allocaOon models for the RPS program and the weighOngs thereof. Changes to those models result in the purchase and sale of mutual funds and ETFs for parOcipant accounts. for However, the recordkeeper implemenOng mutual fund and ETF sales and purchases and there may be a delay in the execuOon of BCI’s instrucOons by the Recordkeeper and/or the custodian. Any such delay could be significant and could adversely affect the investment performance of the parOcipant’s account. Deriva’ves Risk DerivaOves, such as opOons, futures and swaps, can be volaOle, and a small investment in a derivaOve can have a large impact on the performance of the porSolio. Other risks of investments in derivaOves include imperfect correlaOon between the value of these instruments and the underlying assets; risks of default by the other party to the derivaOve transacOons; risks that the transacOons may result in losses that parOally or completely offset gains in porSolio posiOons; and risks that the derivaOve transacOons may not be liquid. 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 securiOes or uOlizes specific investment strategies that pose such risks. Foreign Risk Foreign investments are subject to the same risks as domesOc investments and addiOonal risks, including internaOonal trade, currency, poliOcal, regulatory and diplomaOc risks, which may affect their value. Also, foreign securiOes are subject to the risk that their market price may not reflect the issuer’s condiOon because there is not sufficient publicly available informaOon about the issuer. that Clients are considering Alterna@ve Investments AlternaOve 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 speculaOve and involve substanOal 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 alternaOve investment for investment. Leverage Risk Certain transacOons, such as reverse repurchase agreements, dollar rolls, loans of porSolio securiOes, and the use of when-issued, delayed delivery or forward commitment transacOons, may give rise to leverage, causing a porSolio to be more volaOle than if it had not been leveraged. Alterna@ve Investment Mutual Funds AlternaOve investment mutual funds are speculaOve and involve substanOal 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 alternaOve mutual fund that Clients are considering for investment in a Strategist Model. Liquidity Risk Certain securiOes eligible for investment by the porSolio may be deemed to be illiquid under applicable law. During periods of market turbulence or unusually low trading acOvity, in order to meet 43 of 74  Ar@ficial Intelligence Risk We, our affiliates, third-party vendors, or other counterparOes may use arOficial intelligence (“AI”) technology in connecOon with certain business processes, services, technology tools, or products. AI models and related technologies are developing rapidly and may, in some circumstances, produce incomplete, or unintended outputs; inaccurate, reflect limitaOons or biases in underlying data; raise intellectual property consideraOons; or present reputaOonal, operaOonal, legal, regulatory, cybersecurity, or other risks, including risks related to third-party AI tools and evolving AI laws, regulaOons, guidance, or industry pracOces. We seek to manage these risks through governance, oversight, and risk management pracOces reasonably designed for the nature and scope of the AI technology used, which may include review of AI tools, vendor oversight, safeguards, security and privacy informaOon employee guidance, monitoring of AI-related outputs, and limiOng or disconOnuing use where appropriate. 44 of 74  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 evaluaOon of us or our personnel. 45 of 74  Item 10 – Other Financial Industry AcCviCes and AffiliaCons As discussed above, we are a subsidiary of Orion Advisor SoluOons, 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 addiOon, the Client’s Investment Advisor may use the services of our affiliates. Below is a list of these affiliates and their acOviOes. • Advizr, Inc dba Orion Planning • BasisCode Compliance LLC dba Orion Compliance • ConstellaOon Trust Company (“CTC”) • DesOnaOons 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 uOlize the back-office system provided by Orion Tech for trade processing, account management, and performance reporOng for certain Programs. We also make available to Clients and Investment Advisors planning tools from Orion Planning and risk analyOcs tools from Orion Risk Intelligence. We believe that the uOlizaOon of Orion Tech, Orion Planning, and Orion Risk Intelligence do not create a conflict of interest. Our execuOve officers also serve as officers and directors of the other Orion affiliates. informaOon about Des,na,ons Funds We are the investment advisor for the DesOnaOons Mutual Funds and we receive an investment advisory fee for this service, which presents a potenOal conflict of interest. The DesOnaOons Mutual Funds are included in the DesOnaOons strategies offered through our Strategist Program and CommuniOes such plaSorm. AddiOonal potenOal conflict of interest can be found in the Material Conflicts of Interest secOon below. Broker-Dealer Registra@ons Brinker Capital SecuriOes, LLC (“BCS”), a registered broker-dealer, is our affiliate. BCS acts as introducing broker-dealer under a clearing agreement with NaOonal 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 connecOon with securiOes transacOons 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 applicaOons pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing enOOes. Constella,on Trust Company ("CTC") CTC is a Nebraska chartered trust company and our subsidiary. Some of our execuOve 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 capabiliOes necessary to maintain and aggregate custodial records and reporOng for Clients invested across various investment plaSorms. We have entered into an arrangement with CTC to waive the 46 of 74  Compliance as a technology soluOon for our compliance program. Material Conflicts of Interest Our parent company, Orion, maintains a Conflicts Commimee charged with idenOfying and addressing materials conflicts of interest that exist in our business and the business of our affiliates. The Conflicts Commimee 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 NaOonal SecuriOes Clearing CorporaOon through arrangements with third parOes, including Matrix Semlement and Clearance Services, LLC ("Matrix") and Charles Schwab & Co., Inc. The DesOnaOons 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 distribuOon and/or shareholder servicing related assistance associated with making a Client's investments in such funds. Our policies and pracOces with respect to selecOng 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 Transac,on Fees In the Core Asset Manager, DesOnaOons ETFh, and Wealth Advisory programs, we have the choice of using either non-transacOon fee (“NTF”) funds or transacOon fee funds. While transacOon fee funds generally have a lower expense raOo to the Client than an NTF fund, the clearing and custody costs paid by us are higher for transacOon 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 incenOve to select NTF funds in order to reduce the clearing and custody fees for Client accounts, instead of selecOng transacOon fee funds that may have a lower expense raOo to the Client. In order to address this potenOal 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 plaSorm that allows unaffiliated third- party investment advisors the ability to enhance their current investment program or uOlize models insOtuOonal porSolio 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 plaSorm. Due to the fact that TownSquare is an affiliate, we have an incenOve to uOlize 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 sonware plaSorm provides core including management of compliance funcOons policies and procedures, employee trade monitoring, tesOng, and cerOficaOons. We uOlize Orion Des,na,ons Funds We in the DesOnaOons Funds invest accounts program in DesOnaOons Funds, for which we serve as the investment advisor. As investment advisor to the DesOnaOons Funds we receive an advisory fee, which presents a potenOal conflict of interest. We do not employ the same due diligence procedures that we apply to other fund managers and Strategists in evaluaOng the DesOnaOons Funds. However, our decisions with respect to the selecOon, allocaOon of assets, and terminaOon of a sub-advisors of the DesOnaOons Funds are subject to the oversight and 47 of 74  approval of the Board of Trustees of the DesOnaOons Funds (a majority of which are unaffiliated with us). In addiOon, we do not assess the Brinker Fee Component or AdministraOve Fee, as applicable, for the porOon of the Client’s DesOnaOons porSolio invested in the DesOnaOons Funds. Investment Advisors at events we approve, and access to other funcOons we sponsor and approve. Even though qualifying representaOves do not receive addiOonal cash compensaOon directly from us through the EAN Program, qualifying representaOves may have an incenOve to refer Clients to invest with us so that they may qualify or requalify for the EAN Program. This creates a conflict for the representaOves 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 educaOonal seminars for solicitor and co-advisor that may be sponsored or co-sponsored by various Strategists that parOcipate in our advisory programs. Strategists who parOcipate in this program pay a fee which is used to defray expenses associated with such events. is A Strategist’s parOcipaOon voluntary. We do not consider a Strategist’s parOcipaOon in this program when making Strategist or Strategy recommendaOons to Clients, approving or removing a Strategist or Strategy through our Investment Due Diligence Commimee, 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, (collecOvely our “Technology Affiliates”) offer technology soluOons 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 collecOvely created a program for third party investment advisors in which eligible Investment Advisors receive a reducOon in fees owed to our Technology Affiliates when they provide addiOonal advisory services. The total investment amount of assets managed advisory programs is also a factor in determining the amount of the fee reducOon in certain instances. As such, an Investment Advisor may have a reducOon in their costs to uOlize our Technology Affiliates’ services based on their Clients’ collecOve 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 porOon of the fees the Investment Advisors pay to our Technology Affiliates, nor do these fee reducOons 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 representaOves that uOlize OPS. ParOcipants in the EAN Program receive non- cash benefits from us designed to help bemer serve their clients and enhance their business pracOces. These non-cash benefits are generally based on two factors:1) the amount of client assets under management that the qualifying representaOve recommends be managed by or through us and 2) parOcipaOon by the qualifying representaOve in “qualifying factors” including amending markeOng events hosted or sponsored by us. Benefits that qualifying representaOves receive through the EAN Program vary by Oer, but may include, but are not limited to: enhanced training for the representaOve and his or her staff, access to our staff, enhanced client applicaOon processing and handling, business transiOon services, markeOng support, increased discounts on value-added technology services, expense reimbursement for travel to and amendance 48 of 74  certain third-party service providers on Orion Tech’s plaSorm for which Orion Tech receives revenue for the services it provides to support the integraOon 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 plaSorm can purchase from us data containing aggregate informaOon 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 miOgate this conflict by subjecOng all Strategists to the same Due Diligence process regardless of their business us. AddiOonal informaOon 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 annuiOes. DPL supports such acOviOes through the use of a web-based plaSorm and certain associated Product Tools (collecOvely, the “DPL PlaSorm”), as well as through relaOonships 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 potenOal 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 PracOces 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 violaOons of applicable law. into an Our affiliate, Orion Tech, has entered arrangement where DPL will share a porOon 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 supporOng the integraOon with the DPL PlaSorm. We do not receive any porOon 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 solicitaOon or sales of the insurance products through the DPL PlaSorm. IntegraOon Systems (“CAIS”), Third Party Technology Services Arrangements We uOlize the investment advisor technology plaSorm created by our affiliate, Orion Tech. This plaSorm is available to other, unaffiliated investment advisors and features integrated third-party services available through unaffiliated financial technology providers, creaOng 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 plaSorm. 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 alternaOve providers. Nevertheless, the inclusion of Capital Integra@on Systems Capital itself and through its subsidiaries, offers a plaSorm for the purchase of private placements and other non- traded assets. CAIS is unaffiliated with us or any of 49 of 74  or BCI PlaSorms, will have access to UpOq’s financial insOtuOon partners that offer the lending- and deposit-related products listed below (collecOvely, the “Financial Products”). In each case, access to the Financial Products is made available to a financial advisor so that the financial advisor may idenOfy one or more selected banking insOtuOons that can offer to the Client certain Financial Products desired by the Client. Such Financial Products currently consist of the following: • Mortgage Loans — Loans relaOng to residenOal purchases, refinancing, HELOC, and construcOon 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 uOlize Orion Tech’s technology, including OPS or BCI PlaSorm Clients. Orion Tech will receive no fee unOl the value of such assets exceeds $100 million, and the size of the fee will increase unOl the value of such assets exceeds $500 million, at which Ome the fee will not increase. However, as the fee is based on the value of the assets on the plaSorm, the amount of revenue received by Orion Tech will increase as the value of such assets (either by market gain or addiOonal sales) will increase. We do not receive any porOon of this fee. • Working Capital — Corporate, commercial, and business working capital, expansion and acquisiOon lines of credit and loans; • Commercial Real Estate — Commercial real estate, mulOfamily and other owned occupied properOes; • SecuriOes Backed Lines of Credit (SBLOC) — Automated and highly compeOOvely priced non-purpose securiOes backed lines along with lines secured by selecOve private and alternaOve investments; • Specialty Lending — Premium financing, fund call and operaOng lines of credit, along with others; • Watercran and Aircran Lending — New and used watercran and/or aircran 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 porOon of their assets to one or more offerings available on the CAIS plaSorm. In addiOon, if Clients engage our Wealth Advisory service, we may recommend that Clients allocate a porOon of Client assets to one or more offerings available on the CAIS plaSorm. This creates a conflict for us as Orion Tech may receive revenue from CAIS if Clients invest in any offering on the CAIS plaSorm through their investment advisor or our Wealth Advisory plaSorm. This revenue to Orion Tech is in addiOon 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 CompensaOon of this Brochure. • FDIC Insured Deposit Program — In-porSolio cash balances, held away debit/transacOonal 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 uOlize the OPS and BCI PlaSorms access to an array of banking and lending soluOons and related services. These services are offered to our Clients by UpOq, Inc. (“UpOq”) through an integraOon with the plaSorm of our affiliate, Orion Tech. Orion Tech, will receive a fee for Orion Tech clients who are referred to UpOq’s plaSorm, including our Clients. Flourish Financial, LLC Flourish Financial, LLC (“Flourish”) offers a plaSorm 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 uOlize Investment Advisors that uOlize the integraOon to the UpOq plaSorm, including advisors who use the OPS 50 of 74  including OPS or BCI Orion Tech’s technology, PlaSorm 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 uOlize 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 plaSorm a Strategist based on this relaOonship. We miOgate this conflict by requiring that all third party be subject to our Due Diligence process, including review and approval by our Investment Due Diligence Commimee, prior to being placed on our plaSorm. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for addiOonal informaOon regarding our Due Diligence process. in outside acOviOes, Board Member Ac,vi,es The Board Members of our parent company may be including being engaged employed by or serving as a board member of the 51 of 74  52 of 74  Item 11 – Code of Ethics, ParCcipaCon or Interest in Client TransacCons and Personal Trading • disclose the holdings in a Client’s porSolios (except, in the case of any employee of us or any of our affiliates, as required to carry out his or her employment-related duOes to Clients or as required by applicable securiOes laws). In addiOon, each employee must: • • conduct all of his or her business acOviOes in accordance with the requirements of the Code and consistent with our fiduciary duOes to Clients; comply with all applicable federal securiOes laws; • promptly report any violaOons 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 effecOvely 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 relaOonship), each of whom is required to adopt its own code of ethics applicable to these individuals. • annually cerOfy that he or she has received, read and understands the Code, has complied with all requirements of the Code securiOes and disclosed all personal transacOons 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 posiOon with us; and (iii) any actual or potenOal conflicts of interest or any abuse of his or her posiOon 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 securiOes 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 SecuriOes”), which list must be updated annually. In addiOon, by the thirOeth day following each calendar quarter, each employee must provide our reports of all Compliance Department with Reportable SecuriOes transacOons during such quarter. trade in any security while in possession of material nonpublic informaOon about the issuer of a security; communicate nonpublic informaOon about any publicly traded issuer of any securiOes to anyone else except in the ordinary course of his or her employment- related duOes; • disclose to other persons the securiOes acOviOes engaged in or contemplated for Client porSolios; 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 securiOes which are 53 of 74  Employees are also subject to restricOons on giving gins to, or receiving gins from, certain persons and in dollar amounts that exceed a certain de minimis amount. A copy of the Code is available, upon request, by contacOng us at (800) 379-2513. recommended by Strategists for Client accounts. However, if we receive confidenOal informaOon regarding an issuer from a Strategist, we may list for such securiOes. establish a restricted Employees are prohibited from personally, or on behalf of a household member, purchasing any securiOes 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 securiOes transacOon in their personal accounts for the sale of that security. In addiOon, each employee must receive prior approval from our Chief Compliance Officer or their designee for (i) any purchase of securiOes in an iniOal 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 corporaOon. Par@cipa@on or Interest in Client Transac@ons If Clients select a DesOnaOons Funds strategy, we will uOlize DesOnaOons Funds, which are our affiliated mutual funds, in the management of the Client’s account. Clients are advised of the use of DesOnaOons Funds in their agreement with us and in the applicable strategy descripOons, and have the right, at any Ome, to prohibit us from invesOng any Client managed assets in DesOnaOons Funds. We and our employees occasionally buy or sell securiOes idenOcal to those recommended to the Client. It is our express policy that any person employed by us is prohibited from profiOng at the expense of Clients and from compeOng with Clients. 54 of 74  55 of 74  Item 12 – Brokerage PracCces brokers. Nevertheless, as more fully detailed below, we do realize certain benefits and services in connecOon 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 parOes in exchange for selecOng or recommending a broker- dealer. Directed Brokerage Generally, our Core Asset Manager and Wealth Advisory programs require Clients to designate either NaOonal 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 bemer execuOon may be obtained through an alternaOve broker. All fixed income transacOons are executed at brokers other than the designated custodian (unless a Strategist determines the custodian can provide best execuOon) and managers have authority to select brokers who will effect such trades. To parOcipate in our Strategist Program, Separately Managed Account Program, High Net Worth Programs, Core Asset Manager Program, and ETF and Mutual Fund PorSolios 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 negoOaOng commission rates and other transacOon costs. If Clients select a specific broker, we will not be required to affect any transacOon through the specified broker if we reasonably believe that to do so would result in a breach of our fiduciary duOes. Clients are advised that by instrucOng us to submit all transacOons on behalf of a Client’s Account for execuOon 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 execuOon as favorable as those that would be obtained if we were able to place transacOons with forego other broker-dealers. Clients also may benefits that we may be able to obtain for them through negoOaOng volume discounts or block trades. As discussed in Item 10 – Other Financial Industry AcOviOes and AffiliaOons of this Brochure, ConstellaOon Trust Company (“CTC”) is our affiliate. Clients are under no obligaOon to select CTC as their custodian, and Clients are free to select any of the custodians we are able to work with. In evaluaOng which broker or dealer other than the designated custodian will provide best execuOon, 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, execuOon capability, commission rate, financial responsibility, market making capabiliOes and responsiveness. Although we currently do not receive any son dollar benefits, we may in the future select broker-dealers that provide research or other transacOon-related services and may cause the account to pay such broker-dealer commissions for effecOng transacOons in excess of commissions other Research and Other SoN Dollar Benefits We, as a mamer of policy and pracOce, do not uOlize research or other products or services other than execuOon from broker-dealers or third parOes in connecOon with Client securiOes transacOons and do not receive so-called "son dollar" benefits from 56 of 74  it determines that the designated custodian cannot provide best execuOon. However, Clients will be charged any brokerage commissions or fees arising in connecOon 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 son 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 permimed by law. Both NFS’s and Schwab’s execuOon procedures are designed to make every amempt to obtain the best execuOon 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 execuOons. ExecuOon 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 Ome to Ome, and at our sole discreOon, very large accounts parOcipaOng 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 parOcular 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 sOll use other brokers to execute trades for their account, as described in the preceding paragraphs. How We Select Brokers/Custodians In selecOng 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: • transacOon execuOon • • to • breadth of combinaOon of services and asset custody services; capability to execute, clear and semle trades (buy and sell securiOes 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 securiOes in the Client's account. Accordingly, Strategists are not authorized to negoOate commissions and their account may not be able to parOcipate in block trades effected by a Strategist for its other accounts. As a result, from Ome to Ome Client accounts may not obtain best execuOon on a parOcular 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 securiOes through another broker-dealer, if we or the Strategist determine that the designated custodian cannot provide best execuOon for the account. Similarly, we may effect trades for accounts through another broker-dealer if 57 of 74  • overall quality of services; • Program Manager may find that placing trades with the custodian is onen the most favorable trading opOon for a Client. • compeOOveness of the price of those services (which impacts what BCI charges its Clients); reputaOon, 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 transacOons 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 transacOons effected through the custodian, transacOons 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 addiOonal trading costs may increase a Client’s overall costs. capabiliOes, speed, We take into account the fact that transacOon costs on trades effected through brokers other than the designated custodian are not included in the SMA Program fee in evaluaOng whether the designated custodian is providing best execuOon. 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 execuOon, clearing and custody services, and investment advisory services. Inc. insOtuOonal brokerage Custody and Brokerage Costs SMA Program Managers have the authority to effect transacOons 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 transacOons 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 addiOon, even if the price is not more favorable, for the selecOon of such broker-dealer, the SMA Program Manager may consider all relevant factors, including efficiency, execuOon confidenOality, familiarity with potenOal purchasers or sellers, or any other relevant mamers. We refer to trades in which the custodian is not the execuOng 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 addiOon, 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 securiOes bought or the funds from the securiOes sold are deposited (semled) into the Client’s account. These fees are in addiOon to the commissions or other compensaOon Clients pay the execuOng broker-dealer. The costs of the execuOng broker and any trade away fees imposed by the custodian are in addiOon to our and the SMA Program Manager fees. For this reason, an SMA Products and Services Available to Us from NFS and Schwab NaOonal Financial Services, LLC (“NFS”) and Charles Schwab & Co., (“Schwab”) provide us, Investment Advisors, and their Clients with access to their trading, custody, reporOng 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 58 of 74  basis (i.e., we do not have to request them) and at no addiOonal charge to us. the most we receive rather than the Client's best interest in receiving favorable execuOon of transacOons, which is a potenOal conflict of interest. We believe, however, that the selecOon 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 insOtuOonal brokerage services include access to a broad range of investment products, execuOon of securiOes transacOons, 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 iniOal 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 mulOple clients in our various advisory programs. The porSolio 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 sonware and other technology that: • submission investment criteria, • • provide access to Client account data (such as duplicate trade confirmaOons and account statements); facilitate OPS’s for trade execuOon by NFS and Schwab and allocate aggregated trade orders for mulOple Client accounts; facilitate payment of our fees from Client accounts; and with • assist back-office funcOons, recordkeeping, and client reporOng. NFS and Schwab also offer other services intended to help us manage and further develop our business. These services include: • educaOonal conferences and events; • While the goal of aggregaOon is to achieve equitable allocaOon of investment opportuniOes and trades, each Client cannot be treated exactly alike, and all allocaOons cannot be done on the basis of a pre- determined formula. There are differences in each Client’s needs, investment objecOves, and size and fee levels. To the extent more than one Client seeks to acquire the same security at the same Ome, it may not be possible to acquire a sufficiently large quanOty 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 execuOon of, an order to sell (including short sales) a parOcular security when we are acOng for more than one Client at the same Ome. It also may not be feasible to make every limited investment opportunity available to all Clients. technology, compliance, legal, and business consulOng; and • publicaOons and conferences on pracOce management and business succession. It is our standard pracOce to invest Client funds into the model or strategy selected for their account the day aner 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, aggregaOon 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 incenOve for us to require Clients to maintain their accounts with NFS or Schwab based on the benefits 59 of 74  in accordance with the unaffiliated Strategist's procedures for aggregaOon. We require all Strategists in the programs to have policies and procedures to assure equitable allocaOon of trades among all of the Strategist's plaSorm Client accounts, including BCI and OPS PlaSorm Clients. our trading pracOces, gathering relevant informaOon, periodically reviewing and evaluaOng the services provided by broker-dealers, the quality of execuOons, research, commission rates, and overall brokerage relaOonships, among other things. The commimee is comprised of representaOves from porSolio management, trading, and compliance. the broker-dealer’s Best Execu@on To the extent that we are responsible for selecOng the broker-dealer to effect transacOons for the Client’s account, we seek to achieve best execuOon for Client transacOons such that the net proceeds to the Client and the overall qualitaOve execuOon are the most favorable under the circumstances. In selecOng a broker-dealer, we consider the full range and quality of the services offered by the broker- dealer, including, but not limited to, execuOon capabiliOes, 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 CompensaOon of this Brochure for informaOon regarding services and benefits we may receive from other broker dealers. Trade Error Policy We have internal controls for the prevenOon of trade or model porSolio allocaOon errors. However, on occasion, errors may occur. We recommend that Clients regularly review their custodial statements. In the event a Client idenOfies an error, the Client has 45 days from their statement date to noOfy us of its existence. Upon noOficaOon, 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 noOfy us of a potenOal error more than 45 days aner 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 aner the Client’s statement date. We maintain a record of idenOfied errors, including details of the original transacOon and the correcOve acOons. We have an Investment Commimee that meets on a quarterly basis and handles our best execuOon review through their oversight of our trade execuOon pracOces and to evaluate the full range and quality of broker-dealers used to execute transacOons in order to ensure our trading pracOces are appropriate. The Investment Commimee is responsible for monitoring 60 of 74  61 of 74  Item 13 – Review of Accounts between the Client and their Investment Advisor. Our services will be limited to managing Client accounts in the manner idenOfied by the Client to us, which will include trading, billing, and reporOng, as those services are idenOfied in the agreement between the Client and us. investments upon strategy. Solicitor Arrangements For our BCI PlaSorm, if a Client is introduced to us by a solicitor Investment Advisor, we will recommend an asset allocaOon involving various asset classificaOons and investment styles and will idenOfy for the Client suitable Strategists or other to implement the investment disciplines included in the agreed Our investment recommendaOons will be based on informaOon provided by the Client and the Client’s Investment Advisor to us regarding the Client’s objecOves, assets, risk tolerance, Ome horizon, personal situaOon 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 AcOviOes and AffiliaOons of this Brochure). We have engaged Orion Tech to provide a “back office” system which enables us to gather and aggregate Client data from mulOple plaSorms and providers, maintain porSolio models, review models and accounts for variances, analyze account performance, generate quarterly and other reports, facilitate the trading of the Clients accounts, and make informaOon available on-line via the internet, in a secure manner, to the Client and their Investment Advisor. Thereaner, 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 obligaOons and applicable law. Together, the Client and their Investment Advisor determine whether a change in the Client objecOves warrants a change in the criteria used to manage the Client’s assets. If any informaOon changes, Clients are responsible for promptly advising us of any changes. If the informaOon is current, no further acOon is required. We provide Clients with wrimen 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 allocaOon in a Client’s non-discreOonary Core Asset Manager or Wealth Advisory account unless the Client requests us to review the agreed upon investment strategy. We do rebalance and acOvely change the asset allocaOon of certain discreOonary investment strategies referenced in Item 4 – Advisory Business of this Brochure, and other discreOonary 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 PlaSorm (if Clients engage us for advisory service via a co-advisory arrangement with an unaffiliated third-party Investment Advisor) and for our OPS PlaSorm, the Investment Advisor will recommend an asset allocaOon involving various asset classificaOons and investment styles and will idenOfy for the Client suitable Strategists or other investments to implement the investment disciplines included in the investment strategy agreed upon 62 of 74  63 of 74  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 compensaOon of these arrangements can be found in Item 4 – Advisory Business and Item 5 – Fees and CompensaOon of this Brochure, respecOvely. Educa@on Seminars We organize educaOonal 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 parOcipate in our programs. PorSolio managers who parOcipate in this program pay a fee which is used to defray our expenses associated with in the such events. A Strategist's parOcipaOon program is voluntary. We do not consider a Strategist’s parOcipaOon in any of our programs in making manager recommendaOons to Clients. Marke@ng Support We compensate Investment Advisors for certain approved markeOng reimbursement expenses, including but not limited to Client appreciaOon events. Certain Investment Advisors and their investment advisory firms are paid a fee for the administraOve 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 exisOng 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 amend seminars and meeOngs hosted by us. The purpose of these meeOngs is to provide general market and industry informaOon as well as informaOon about our services. For certain Investment Advisors, we bear the full costs associated with the Investment Advisor’s amendance of such meeOngs. Marke,ng Support We may also pay certain broker-dealer or Investment Advisors an administraOve or markeOng fee (either a percentage of the referred Client’s assets under management or a fixed annual fee) to compensate the referring firm for certain administraOve and markeOng services and/or to support or parOcipate in educaOonal conferences and events and training programs sponsored or co-sponsored by such firms. Such compensaOon arrangements may be ongoing or in connecOon with limited promoOonal programs and are disclosed as required under 17 CFR SecOon 275.206(4)-1(b). From Ome to Ome, we may also parOcipate as a sponsor of conferences and educaOonal and promoOonal events organized by Investment Advisors. Fees paid by us for such sponsorship opportuniOes help defray expenses associated with such events. administraOve or markeOng 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 PracOces of this Brochure. The availability to us of these products and services is not based on our giving parOcular investment advice, such as buying parOcular securiOes for Clients. Such fees or sponsorships are paid by us from our own assets and do not result in any differenOal 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 compensaOon paid to the Client’s Investment Advisor, parOcularly during any promoOonal programs, may be more than what the Investment Advisor would receive if the Client parOcipated in investment programs sponsored by other investment advisors, the Investment Advisor 64 of 74  may have a financial incenOve to recommend our programs over other programs or services. accounts not maintained at Schwab. In addiOon to investment research, Schwab also makes available sonware and other technology that: / Custodian Related • • provides access to Client account data (such as duplicate trade confirmaOons and account statements); facilitates trade execuOon and allocate aggregated trade orders for mulOple Client accounts; • provides pricing and other market data; • • assists facilitates payment of our fees from Clients’ accounts; and with back-office funcOons, recordkeeping and Client reporOng. 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 insOtuOonal brokerage trading, custody, reporOng 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 PlaSorm Clients’ assets in accounts at Schwab. • educaOonal conferences and events • technology, compliance, legal, and business consulOng; • publicaOons and conferences on pracOce management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab’s insOtuOonal brokerage services include access to a broad range of investment products, execuOon of securiOes transacOons, 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 iniOal 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. IrrespecOve 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 parOes. We may use this research to service all or some substanOal number of PlaSorm Clients’ accounts, including 65 of 74  66 of 74  Item 15 – Custody In addiOon, 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 securiOes, ConstellaOon Trust Company (“CTC”), our subsidiary, does maintain custody of Client funds and securiOes. As CTC is not considered to be operaOonally 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 inspecOon by the Public Company AccounOng Oversight Board (PCAOB). will receive monthly statements. For conduit accounts (i.e., accounts which hold funds awaiOng investment or dispersal and which generally do not have monthly acOvity), Clients will receive quarterly statements. receive confirmaOon of all security transacOons 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 wrimen 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 accounOng procedures, reporOng dates, or valuaOon methodologies of certain securiOes. investment objecOves, important In addiOon to Client’s statements, Clients have access to their account informaOon at all Omes via our website at porSoliologin.com where Clients can view investment policy their statement and other informaOon regarding the management of their account. Clients are advised to periodically review all account informaOon 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 PracOces of this Brochure under the heading “Directed Brokerage,” if Clients parOcipate 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 parOcipaOng in Core Asset Manager or Wealth Advisory) or Schwab to maintain actual custody of Client assets. If Clients parOcipate in the DesOnaOons program, Clients may select Fidelity or NFS to maintain custody of the Clients’ account. If Clients invest in the DesOnaOons program through third- party plaSorms, 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 lemers, market updates, and other literature. Under circumstances where a Client has expressly consented, correspondence and noOficaOons 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 acOvity, Clients 67 of 74  68 of 74  Item 16 – Investment DiscreCon Except where we are granted Full DiscreOon, we do investment discreOon over Client not exercise accounts. the Client’s or the Client’s appointed advisor’s specific instrucOons, including implementaOon of a Strategist model, and in accordance with our Trading Policy. Under Limited Billing Authority, our authority is limited to submilng instrucOons to the Client’s custodian to complete the deducOon of agreed-upon advisory fees from the Client’s account, as authorized by the Client. Upon terminaOon of our services, we will have no further obligaOon or authority to recommend or take any acOon with respect to a Client’s account. AddiOonal informaOon relaOng to our discreOon or authority can be found in Item 4 – Advisory Business. When a Client grants us Full DiscreOon, the Client authorizes us, without obtaining prior specific consent for each transacOon, to buy and sell securiOes and determine the amount of securiOes 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 discreOon, 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 execuOon possible under the circumstances. Custodian Discre@on For a discussion regarding our discreOon in connecOon with the selecOon of custodians, see Item 10 – Other Financial Industry AcOviOes and AffiliaOons 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 securiOes in accordance with 69 of 74  70 of 74  Item 17 – VoCng Client SecuriCes is solely for the benefit of plan parOcipants and their beneficiaries. In the DesOnaOons program, proxy ballots are sent directly to Clients. However, if Clients indicate on the custodial account applicaOon 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 recommendaOons from a Proxy Voter. Our Investment Commimee has the responsibility to monitor proxy voOng decisions for any conflicts of interests, regardless of whether they are actual or perceived. If at any Ome any supervised person becomes aware of any potenOal, actual, or perceived conflict of interest, the supervised person is required to contact the Chair of the Investment Commimee or the Chief Compliance Officer immediately and prior to the vote being cast, if possible. The Investment Commimee may cause any of the following acOons to be taken in that regard: Summary Of Proxy Vo@ng We vote proxies for certain Client accounts. Please refer to the Terms and CondiOons or investment advisor agreement for details regarding proxy authority. If Clients grant us proxy voOng authority, Clients authorize us to appoint the various Strategists who have trading authority, to vote proxies for securiOes held in their account with such manager. in accordance with the We will vote proxies instrucOons of the Strategist(s) for securiOes held in the Client's account with the manager, provided that the instrucOons are Omely received by us. If the Strategist’s instrucOons are not Omely received, we shall vote the proxies for these securiOes, as well as proxies for any other securiOes held in a Clients account, in accordance with the recommendaOons provided by an independent proxy voOng 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 securiOes in accordance with the recommendaOons 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 voOng 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 mamer. We retain the right to vote proxies for mutual fund shares and ETF shares. Generally, we vote such recommendaOons proxies provided by a Proxy Voter. However, we retain the right to vote the proxies without a recommendaOon 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 VoOng Policy and Procedures (the "VoOng Policy"). In the event we are voOng such proxies without a recommendaOon from a Proxy Voter, the guiding principle by which we vote on all mamers submimed to security holders is the maximizaOon of the ulOmate economic value of Clients’ holdings (the "Guidelines"). For accounts subject to ERISA and other covered person benefit plans, the focus on the realizaOon of economic value If any potenOal 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 direcOon) that were material to making a decision on how to vote or that memorializes the basis for the decision. 71 of 74  We and all Strategists retained by us have adopted and implemented wrimen policies and procedures. We will provide these policies and procedures to each Client using their investment management services in compliance with current regulaOons. A copy of our VoOng Policy is available, upon request, by contacOng us at 859-426-2000. confidenOality of the parOcular votes that we cast on behalf of Clients; however, we will obtain and make available to each Client the voOng record of each Strategist with respect to their account upon receipt of a wrimen request. Clients may obtain details of how we voted the securiOes in their account by contacOng us at 859-426-2000. The Proxy Voter posts its secure informaOon regarding that vote on website. Absent any legal or regulatory requirement to the contrary, it is generally our policy to maintain the 72 of 74  73 of 74  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. 74 of 74 

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: July 31, 2026 1 of 53  Item 2 – Material Changes This Brochure is dated July 31, 2026. Our last annual update was on March 31, 2026. Since our last update, we have made the following changes: • Reorganized Items 4 to describe the various Investment Advisory Platforms, Programs, and Strategies we make available and the fees related to these Platforms, Programs, and Strategies. • Added a new advisory offering under our Orion Custom Indexing program, Orion Custom Indexing Equity Long/Short strategy, and updated Items 4 and 6 to reflect the new offering, the corresponding minimum account and household thresholds, and the applicable custodian restrictions. • Updated Item 8 to disclose Artificial Intelligence risks. 2 of 53  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 ............................................................................................ 26 Item 6 – Portfolio Manager Selection and Evaluation ............................................................................................ 27 Item 7 – Client Information Provided to Portfolio Managers ................................................................................. 38 Item 8 – Client Contact with Portfolio Managers ................................................................................................... 41 Item 9 – Additional Information ............................................................................................................................. 43 3 of 53  Item 4 – Services, Fees and Compensation third-party investment advisors and broker-dealer representatives (collectively “Investment Advisors”). These services are offered through various Programs and available Strategies within such Programs, as further described below. 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. features various services Advisory Services About Our Investment Advisory Programs We offer our advisory services in a Wrap fee arrangement under two primary offerings (each a “Platform”): (1) Orion Portfolio Solutions, LLC (“OPS”) and (2) Brinker Capital Investments (“BCI”). Each Platform for Investment Advisors to utilize in connection with their advisory clients (“Clients”) as further explained below. Brinker Capital Investments Platform The Brinker Capital Investments Platform offers advisory and investment management services previously offered by Brinker Capital Investments and CLS Investments. These services are offered through various Programs and available Strategies within such Programs, as further described below. Relationship Type We offer our services to Investment Advisors and Clients on our platform through three methods: a “co-advisory” relationship, a “solicitor” relationship, and a sub-advisory relationship. Orion Portfolio Solutions The Orion Portfolio Solutions Platform offers reporting and administrative services to unaffiliated Level of our Authority Relationship Type Co-Advisory • Platform Orion Portfolio Solutions (OPS) • 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. Solicitor • Full discretion – selecting investment strategies Brinker Capital Investments (BCI) • and trading the securities as needed to implement the strategies Limited Billing Authority– implementing billing instructions provided by Client 4 of 53  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 When opening an account, a Client will be informed of the type of relationship under which their accounts with us will be managed. that sets forth the services. In 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. 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. 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 5 of 53  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 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 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. Discretion For certain programs, Clients will grant us discretion or authority on their accounts in writing. The level of discretion or authority we have for Clients depends on their Relationship Type with us. 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. 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. Investment Management Programs Through OPS and BCI, we offer a wide variety of investment management programs. A summary of the programs we offer is included in the following chart, with additional details about each program below. 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. Platform Availability BCI1 OPS OPS OPS BCI BCI Relationship Types Supported Solicitor, Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Co-Advisor, Sub-Advisor Solicitor, Co-Advisor Program Name Wealth Advisory Strategist Program SMA Program Advisor Directed Core Asset Manager Destinations Program 1 Wealth Advisory is an available SMA Program Manager within the SMA Program on the OPS Platform. family offices, institutions, and endowments with $1 million or more in investable assets. Wealth Advisory is designed for us to manage the overall investment investment style process, including asset and 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, 6 of 53  to provide 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: allocation decisions, Strategist selection and review, 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 regular communications concerning the activity and status of a Client’s account. 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. investment vehicles, 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. 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, including or other pooled alternative investments made available by Capital Integration Systems discussed in Item 10 – Other Financial Industry Activities and Affiliations of this Brochure. Special fee arrangements may apply with respect to alternative investments. Additional information on Orion Cash and Credit on its affiliation with us can be found in Item 10 – Other Financial Industry Activities and Affiliations of this Brochure. In the Wealth Advisory program, we offer both discretionary and non-discretionary investment management services. When granted discretionary authority, a Client authorizes us to hire and fire Strategists and to rebalance account(s) without a Client’s prior approval. investment needs, tax 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. Wealth Advisory services include (but are not limited to) comprehensive portfolio analysis of a Client’s existing assets to help identify inefficiencies and address transition management to assist the Client in transferring highly-appreciated stocks and move toward a more diversified portfolio over time, development of a personalized investment solution based upon the Client’s goals, tax preferences, risk tolerance, and financial plan, and access to a dedicated portfolio manager employed by us to assist with portfolio reviews, reallocations, investment updates and educational needs. Business Valuation BizEquity LLC provides business valuation analysis for our business owner Clients. BizEquity charges 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. 7 of 53  respect to assets allocated Customized Wealth Advisory Services From time to time, we develop a customized investment strategy for Clients 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. 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 to Destinations Funds portfolios, as further explained in Item 5 – Fees and Compensation of this Brochure. However, if a Client selects certain overlay services (such as Orion Custom Indexing), the overlay fee is charged on the entire portfolio, 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 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. 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 Strategist Models and are responsible for managing the model portfolios. impose investing Investment Advisor is responsible With the exception of the proprietary Strategies developed and managed by us, 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 5 – 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. 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 reasonable to in certain investment restrictions on 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 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”). Client account assets will be invested in accordance with the Strategist Model selected. Once a Strategist is selected, OPS will provide trading, Model Our BCI portfolio management team also develops and maintains Strategist Models on the OPS platform. Mutual funds that are part of the 8 of 53  for the Client and recommending model portfolios to the Investment Advisor for consideration for use with the Client. in any Strategist Model, OPS investment managers, reject 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 portfolio of individually owned securities that can be tailored to fit the Client’s investing preferences. We select both unaffiliated and affiliated including our affiliate, TownSquare Capital, LLC, to serve as SMA Program Managers. 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 is transaction authorized to submit trades to the Client’s custodian to execute the resulting transactions in the Client’s account, as outlined in 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 Advisor who may accept or such recommendation at their discretion. 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. Visit orion.com/wealth-management/third-party- strategists to review the investment managers we have engaged as Strategists. 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. Clients remain the owner of all securities 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 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”). We are not engaged by Clients to provide investment recommendations in the Strategist Program. We do investment investment advice or not provide recommendations in a “fiduciary” capacity to clients subject to ERISA or to Section 4975 of the Internal Revenue Code in these circumstances. OPS relies on 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 the Client’s Investment Advisor in determining whether a deem appropriate particular Strategist Model (and its underlying investment holdings, including Destinations Funds, is suitable for the Client. The as applicable) 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 Clients in the SMA Program, the SMA Program is granted Full Manager (which can be OPS) 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 affect transactions in Client accounts as further set forth in our Terms and Conditions and any Additional Agreements, if applicable. 9 of 53  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. Advisor-Directed Program The OPS Platform permits a Client’s Investment Advisor to act as a portfolio manager and 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. 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. our and 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 product Strategist approve recommendations before the recommendations are implemented. investment strategies Core Select Investment Advisors and their Clients have the ability to select from a list of risk-tolerance based strategies, separate account managers, mutual funds, and ETFs for both taxable and nontaxable accounts. For solicitor accounts, we determine what strategies are available for Clients and their Investment Advisors to choose from based on the Client’s specific risk tolerance. For co-advisor accounts, Clients and their Investment Advisor are not restricted and have discretion to choose suitable strategies from the list of all available strategies. Retirement Plan Services We offer retirement plan advisory services through our BCI Platform utilizing both our proprietary and for tax- non-proprietary exempt accounts, as well as mutual fund and ETF evaluation and selection to sponsors of retirement plans (“Plans”) covered by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and other qualified and non-qualified deferred compensation plans (“Retirement Plan Services”). Our Retirement Plan Services are available to plans with at least $250,000 of investable assets, though we may at our sole discretion waive this requirement. The Retirement Plan Services Program is provided in conjunction with a recordkeeping service provider, who may also provide Plan administration (the “Recordkeeper”) and generally a broker-dealer or investment advisory firm. In the Retirement Plan Services Program, the Plan sponsor enters into both (i) an investment advisory agreement with us, and (ii) a separate administrative and recordkeeping services agreement with the 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 10 of 53  the investment for consideration. The Plan these Recordkeeper. The Investment Advisor may also be a party to the investment advisory agreement. In accordance with advisory agreement, we offer guidance to the Plan sponsor and assist in selecting an array of investment include the Destinations strategies, which may Funds, sponsor strategies as subsequently designates investment options available to Plan participants under the Plan. We also provide the Plan sponsor with a participant questionnaire, which the Plan sponsor makes available to Plan participants to assist each Plan participant in determining his or her investment goals and objectives and risk tolerance and in selecting a suitable investment strategy for the participant's Plan account. implement certain investment authorized to select, add, remove and/or replace funds available for purchase by Plan participants consistent with any written investment policy approved by the Plan sponsor and provided to us and with any requirements under ERISA, based upon our evaluation of each fund's performance, market conditions and other factors we deem appropriate. Plan sponsors can, however, specify securities which cannot be purchased. If we add a new fund or replace a fund on the additional fund list, we will notify the Plan sponsor sufficiently in advance of such action to enable the Plan sponsor to provide any notice to Plan participants required under ERISA. The Plan sponsor is responsible for delivering to Plan participants any change notice required under ERISA informing such Plan participants how their accounts will be invested as of the change if the Plan participant fails to provide affirmative investment directions. We strategies selected by the Plan sponsor and made available to Plan participants. We also may develop additional models or customized investment strategies for a Plan sponsor. We are responsible for monitoring the relevant data on the performance of each mutual fund, ETF and Destinations model and provide periodic reporting on the performance of each fund and Destinations model. factors we deem appropriate, in each Plan’s When a party enters into the BCI investment advisory agreement with the Plan sponsor, the Investment Advisor assumes several responsibilities. Such responsibilities vary and are specifically investment advisory detailed agreement. We have Full Discretion in selecting the funds to be included in the asset allocation models used to implement the investment strategies. We review the models on a periodic basis and update and rebalance the models from time to time in accordance with the related investment strategy, taking into account the performance of the funds, market conditions and and other electronically transmit changes to the models to the Recordkeeper. The Recordkeeper is responsible for executing trades in the Plan participants' accounts to reflect changes in the models provided by us. Investment Strategies investment management program Within each described above, we offer various Investment Strategies. A summary of the strategies we offer and the program and relationship types where each strategy is available is included in the following chart, with additional details about each strategy below. We also offer evaluation and selection services to identify a limited number of unaffiliated mutual funds and/or ETFs in which Plan participants may invest their Plan accounts. Plan sponsors who elect this additional service authorize us to select additional funds. If a Plan sponsor elects the service, we are additional fund evaluation 11 of 53  Strategy Name Eligible Investments1 Disciplined Equity Orion Custom Indexing Account Minimum Varies $100,000 Investment Manager BCI BCI Program Availability2 WA, SMA WA, SMA $1,000,0003 BCI WA, SMA4 Equities, ETFs Mutual Funds, Equities, and ETPs Equities and ETPs (subject to custodian restrictions) $0 OPS SP Orion Custom Indexing Equity Long/Short Strategy Market Cycle Advised Mandates Portfolios Core Guided Portfolios $500,000 BCI CAM Destinations ETFh $25,000 BCI WA, SP, CAM, D $10,000 BCI WA, SP, CAM, D $10,000 BCI WA, SP, CAM, D Destinations Hybrid Portfolios Brinker Blended Portfolios $5,000 BCI Affiliated and unaffiliated Mutual Funds Mutual Funds, Equities, ETPs, or other pooled investment vehicles Unaffiliated Mutual Funds and ETPs Affiliated Mutual Funds and ETPs Affiliated Mutual Funds and Unaffiliated Mutual Funds and / or ETPs ETPs WA, SP, CAM $0 $10,000 $25,000 BCI BCI BCI Mutual Funds and ETPs ETPs Mutual Funds and ETPs WA, SP, CAM WA, SP, CAM WA, SP, CAM Capital Group ETF Strategies Focused Strategies Core Plus ETF Strategy Brinker Capital ESG Portfolios Active Income Strategy BCI WA, SP, CAM $25,000 $25,000 BCI ETPs, stocks, bonds, master limited partnerships, real estate, convertibles, senior bank loans, and international debt ETPs WA, SP, CAM $25,000 BCI ETPs WA, SP, CAM Managed Income Strategy Digital Assets Portfolio Program 1 As 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.  2 WA = Wealth Advisory SMA = SMA Program SP = Strategist Program CAM = Core Asset Manager Program D = Destinations Program RPS = Retirement Plan Services Program 3 $1,000,000 of marginable securities. When used in the Wealth Advisory Program through a Solicitor or Co-Advisory Relationship Type, we require the Household have $3,000,000 in AUM within the program. 12 of 53  Strategy Name Eligible Investments1 Account Minimum Investment Manager Program Availability2 4 The Orion Custom Indexing Equity Long/Short Strategy is only available in the SMA Program on the OPS Platform when Wealth Advisory is selected as the SMA Program Manager. Tailored Allocation Portfolios Tailored Allocation Portfolios is a part of the Orion Custom Indexing Strategy. Tailored Allocation Portfolios apply the custom indexing technology and management to a defined list of third-party third-party Strategists create Strategies. Such models which primarily invest in their proprietary Mutual Funds and or ETFs, though they may select non-proprietary investments. Indexing to provide Disciplined Equity Strategy 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 further customization to their tax preferences such as capital gains budgets and tax transition services. their individualized preferences, Clients may invest in the Disciplined Equity strategies using our BCI Platform, our OPS Platform, or through the Communities model marketplace. 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 as communicated to us by the Investor or Advisor. individual Customization can be based on the 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. Investors will not be able to apply any Environmental, Social, and Governance (“ESG”) or other security selection restrictions on accounts invested in the Tailored Allocation Portfolios program. Orion Custom Indexing Equity Long/Short Strategy The Orion Custom Indexing Equity Long/Short Strategy is a part of the Orion Custom Indexing Program. The strategy utilizes a customized long/short overlay and seeks pre-tax and after-tax excess returns through active stock selection and weekly tax-loss harvesting, while delivering the investment characteristics of the Client's desired beta exposure. Orion Custom Indexing Strategy 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 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. We offer Orion Custom Indexing through our OPS Platform, our BCI Platform’s solicitor and co-advisor relationships, and as a sub-advisory service. To be eligible for the Orion Custom Indexing Equity Long/Short strategy through the Brinker Capital Investments or Orion Portfolio Solutions platforms, the Client's household must have at least $3,000,000 in assets with us, and the account utilizing the 13 of 53  strategy must have at least $1,000,000 in marginable securities. The strategy is subject to custodian restrictions, and certain custodians may not support the strategy. A request to invest in the Orion Custom is not a Indexing Equity Long/Short strategy guarantee that the Client will be able to invest in the strategy. implement different risk Core Guided Portfolios Investment Advisors and their Clients have the ability to select from various 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 tolerance-based portfolios. Destinations Strategies The following Strategies are all available within the Destinations Program on the BCI Platform and the Strategist Program on the OPS Platform. Clients and Investment Advisors should carefully review the additional investment risks and tax considerations associated with the Orion Custom Indexing Equity Long/Short strategy described in Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss before electing the strategy. Destinations ETFh Strategy The “Destinations ETFh” program offers risk-based asset allocation models comprised of ETFs and unaffiliated third-party mutual funds. Indexing Equity Long/Short The Orion Custom Strategy is only available through Wealth Advisory Program on the BCI Platform, or through the SMA Program on the OPS Platform only when Wealth Advisory is selected as the SMA Program Manager. The Destinations Funds and the Destinations ETFh programs are both available directly from us through both our BCI and OPS programs and at third party Market Cycle Advised Mandate Portfolios Market Cycle Advised Mandate Portfolios (“MCAM Portfolios”) are portfolios managed by OPS and composed of Strategist funds or Models, including our proprietary Destinations Funds. MCAM Portfolios are risk-budgeted, actively managed investment portfolios across multiple risk profiles. Strategist team, each Brinker Blended Portfolios Strategy Our Brinker Blended Portfolios 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. The portfolios are designed and managed by our OPS featuring Investment allocations that are blended for various levels of participation across three mandates: market participation, active management, and uncorrelated performance. We have Full Discretion to select the Strategist and Models, including proprietary models and Destinations Funds, trade the accounts based on our selections, and bill the accounts according to the fees agreed to by the Client. framework, according to Core Asset Manager Program Strategies The following are the various strategies under the Core Asset Manager Program ETF and Mutual Fund Portfolios Capital Group ETF Strategies We offer discretionary portfolios which invest primarily in Capital Group ETFs in a diversified, multi- asset 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 14 of 53  asset class exposures available through Capital Group ETFs. 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. Focused Strategies 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. Core Plus ETF Strategy Our discretionary “Core Plus ETF Strategy” invests a Client’s assets primarily among ETFs in a diversified, risk budgeted framework, according to the Client’s investment objectives. to three separate 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. less than or equal to 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 favorable environmental, social, and possess 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. Managed Income Strategy Our Managed Income Strategy uses risk budgeting to manage an account for Clients seeking income from a diversified portfolio of income-producing assets. See Item 6 – Portfolio Manager Selection and Evaluation of this Brochure for more information on risk budgeting. 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 investment portfolios: immediate, short-term, and long-term. If the Client 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 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- generating investments. The long-term portfolio will be invested primarily in ETFs. Assets designated for this portfolio will seek to provide long-term growth and a steady stream of income. Digital Assets Portfolio We offer a Digital Assets Strategy that invests in exchange traded products to provide flexible and balanced exposure to the digital assets ecosystem. The portfolio will be allocated to 1) companies Active Income Strategy 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 15 of 53  fees charged, 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 risks 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. MMLIS, and the Client (the “MMLIS Brinker co- advisory program”). MMLIS is the introducing broker and National Financial Services, LLC serves as the clearing firm and custodian for the MMLIS Brinker the co-advisory program. The minimum account size and each firm’s roles and responsibilities are described in the MMLIS Brochure for the MMLIS Brinker co-advisory program. 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. Individualized Account Management The Individualized Account Management Strategy is available to Clients of our Retirement Plan Services and uses Risk Budgeting to diversify Client portfolios among several different asset classes utilizing the mutual fund families available on the Client’s platform or through the Client’s custodian, according to Client objectives. More information on Orion Cash and Credit can be found in Item 10 – Other Financial Industry Activities and Affiliations of this Brochure. portfolio: asset allocation Portfolio 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 existing portfolio. This service is typically limited to portfolios with a value of greater than $1,000,000, though we may, at our discretion, offer this service for portfolios with a lower value. This will include a review of some or all of the following aspects of such Client or Prospect’s and existing diversification, portfolio structure and efficiency, portfolio risk, expense, and fixed income quality, maturity, and risk. Other Advisory Offerings Third Party Platform Model Manager We offer certain of our investment strategies and programs (primarily as a model manager) on platforms of unaffiliated and affiliated managers or sponsors. We also provide manager due diligence and other operational related services to third-party including our affiliate TownSquare platforms, Capital, LLC. Certain model portfolios and strategies are available through a wrap fee program sponsored by the investment platform provider. We also provide recommendations and investment advice regarding investment strategies to educational savings plans and to individual clients through brokerage platforms, model portfolio holdings, and/or weighting and other information regarding the construction and maintenance of portfolios, and advice concerning the submission of trades on behalf of certain client portfolios pursuant to written agreements with other investment management firms, clients, or others. 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 Destinations programs to MMLIS advisory clients, pursuant to a tri-party agreement among Brinker, 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 allocation philosophy or investment manager selection process. These adjustments to the asset allocations will result in transactions in a Client’s account. For OPS Platform Clients, a minimum 16 of 53  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. 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 Application Addendum, Investment Direction 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 instruct OPS to their Investment Advisor may terminate the use of the Strategist Models at any time. Clients will receive notification of all transactions in their account(a) in the form of an account statement provided by the custodian. 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 reasonably modify such restrictions from time to time. 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. 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 minimum 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 Wrap Fee Program, Transaction Fees, and Other Expenses We offer some of our services as a “wrap fee program”, with options to allocate investments to stocks, exchange traded funds, model portfolios, 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 additional information on our wrap fee program. 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 17 of 53  advisory agreement to determine whether the strategies selected are part of our wrap fee program. would be more or less costly than a separate transaction charge). “Trade-away” fees for fund’s investment management Qualified custodian Charles Schwab & Co., Inc. (“Schwab”) has agreed to waive execution fees for our Platform Clients’ transactions executed by Schwab. transactions submitted to a custodian other than Schwab will still be assessed. Clients in our wrap fee program do not pay these “Trade-away” fees on a transaction-by- transaction basis as they are included in the wrap fee program fee. We took this into consideration when pricing our wrap fee program at such custodian. 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 each fund) when deciding whether the Destinations program may be more or less costly than another investment program. impose transaction fees. Our fee 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 Tech and allows for proposal generation, account opening, trading, reporting, and billing from one dashboard. ETF shares incur transaction expenses, which are paid to the custodian either as a separate transaction 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 Destinations ETFh strategies, we purchase the available mutual fund share class with the lowest internal expense ratio (generally the “Institutional” class), which share class for may Destinations ETFh includes an asset-based fee paid to the custodian to cover transaction costs (see “Destination Program Fees” under Item 5 – Fees and Compensation of this Brochure). This enables us to make investment decisions for Destinations ETFh accounts without regard to transaction costs. Fee Summary 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. 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 charge. Since trading activity is dictated by multiple factors, including changes in funds in a Client’s Destinations ETFh portfolio (e.g., because of our performance evaluations, changes in 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 Clients should understand that the wrap fee may cost more or less than purchasing advisory, brokerage, custody, execution, and related services separately. The relative cost depends on several factors, including the amount of the wrap fee, the level of trading activity in the account, the custodian used, the types of securities held, the internal expenses of mutual funds or ETFs, and any other fees or expenses applicable to the account. For accounts with little trading activity, the wrap fee may be more expensive than paying for advisory services and transaction costs 18 of 53  custodian or account-level fees, when deciding whether the program is appropriate. separately. For accounts with higher trading activity, the wrap fee may be less expensive than paying separate transaction charges. Clients should review the total costs of the wrap program, including our fees, Investment Advisor fees, Strategist or Strategy fees, fund expenses, and any Our fee structure varies between the OPS and BCI Platforms. The primary fee is split in the following manner: OPS Platform Administrative Fee BCI Platform Brinker Fee Component Strategist Fee Strategy Fee Component Advisory Fees Financial Advisor Fee Component Definition The fee we charge for the advisory services we offer to clients. This can sometimes be referred to as a “Platform 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 addition to the Administrative 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 soliciting 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 portion 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 Platform that are also available on the OPS Platform for the portion of assets of such strategies on the BCI Platform. Monthly Billing Generally, for offerings on our OPS Platform, 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 tiered schedule. Accounts will not be consolidated if they were initially structured as distinct households. A household is defined as all custodian accounts at the same residential address. Quarterly Billing Generally, for offerings on our BCI Platform, we bill quarterly in advance. When billing in advance, the initial 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. Thereafter, 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 additional monies added to their account during the advisory fee period. No 19 of 53  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 deducting the fees. adjustments to the Client advisory fee will be made for monies withdrawn during the advisory fee period. Upon termination, we will issue Clients a prorated refund of all unearned advisory fees that were paid in advance. Clients can select to have one account from which all fees for their household are deducted. If such a situation is selected, Clients cannot designate an account subject to ERISA as the paying account for fees associated with non-ERISA accounts. Method of Payment The manner in which we bill for our services is dependent upon the relationship type. See Item 4 – Advisory Business for a description of the various relationship types we offer. Fees The following tables outline the fees for services we offer under our various programs and strategies as outlined in Item 4 – Advisory Business of this Brochure: 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 redemption of mutual fund shares or deduction of cash from the Client's separately 1B1BBrinker Capital Investments Programs Program Brinker Fee Component1,2 Minimum Wealth Advisory $1 million 0.65% Core Guided Manager $500,0003 Destinations $04 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% 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. 2 There is no Brinker Fee Component for the portion of accounts within the Wealth Advisory, Core Guided Manager, or Destinations 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 Core Guided Select minimums may be lower based on the Strategists selected. 4 Certain strategies within the Destinations Program may have a higher minimum. 0B0BOrion Portfolio Solutions Programs Program Minimum Administration Fees1,2 Wealth Advisory $1 million Strategist Program Varies3 First $1 million $1 million to $2 million $2 million to $3 million $3 million to $4 million $4 million to $5 million Over $5 million First $100,000.00 $100,000.01 to $250,000.00 $250,000.01 to $1 million Over $1 million 0.60% 0.50% 0.45% 0.40% 0.35% 0.30% 0.35% 0.30% 0.20% 0.10% SMA Program Varies4 20 of 53  Advisor Directed Program Varies5 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 Minimums vary and are set by the Strategist Program Strategist. 4 Minimums vary and are set by the SMA Program Manager. 5 Minimums vary and are set by the Client’s Investment Advisor. Investment Strategies Program Minimum Strategist Fee Strategy Fee Component Disciplined Equity $50,000 0.10% - 0.15% Orion Custom Indexing $100,000 0.15% $100,000 None1 Orion Custom Indexing Tailored Allocation Portfolios $1 million 0.40% Orion Custom Indexing Equity Long/Short strategy Core Guided Portfolios $500,000 Varies2 Core Select $0 Destinations ETFh $25,000 0.10%3 Focused Strategies $0 0.25% Capital Group ETF Strategies $5,000 0.10% Core Plus ETF Strategy $10,000 0.25% Brinker Capital ESG Portfolios $25,000 0.10% Active Income Strategy $25,000 0.25% Managed Income Strategy $25,000 0.20% Digital Assets Portfolio $25,000 0.25% $5,000 0.38% Individualized Managed Accounts 1 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. 2 The portfolio managers within the Core Guided Portfolios set their individual Strategy Fee Component. 3 The Strategist Fee / Strategy Fee Component for the Destinations ETFh strategy is 0.00% when used in the Wealth Advisory program. 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 21 of 53  time 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 our website on time, to from (orion.com/wealth-management). 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 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. 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 agreement be terminated at any other time, the Client will receive a pro-rata refund of any prepaid fees. 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 particular custodian may offer a lower cost share class, but it will not be used in the strategy because not all of the other available custodians offer that share class for the strategy. is Other Fee Information The following sections outline important additional information relating to our fees. The current Termination Fee is $75 per account for full outgoing distributions or non-ACAT transfers. The Termination Fee may be discounted for Clients of Investment Advisors who have a significant amount of assets invested on our Platforms. Any discount individually negotiated with each Investment Advisor at our discretion. Additional account termination fees may be charged by the custodian. 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 Distribution We distribute a portion of the Brinker Fee Component to certain Investment Advisors who have significant assets invested in our Platforms or for other reasons, at our discretion. The amount of any distribution is individually negotiated with each Investment Advisor. Any Brinker Fee Component distributed to an Investment Advisor is retained by that Investment Advisor and does not constitute a reduction in the Brinker Fee Component for Clients. 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. Fee Changes We may amend our fee schedule upon at least 30 days’ prior written notice. 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 allocation of an account among Strategists, specific Strategist selection, and the number of Strategists rather than based upon the funds 22 of 53  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 of the account allocated to their proprietary products. Custodian Services Custodian services will be provided by a qualified custodian, including our affiliate, Constellation Trust Company (“CTC”). Please refer to Item 10 – Other Financial Industry Activities and Affiliations of this Brochure for more information on our affiliates, including CTC. 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. 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. Strategist Fee Retention 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 Portion we retain 0.10% 0.05% 0.05% 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. 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. 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: • Advanced Asset Management Advisors • Focus Partners Advisor Solutions fka Buckingham Strategic Partners • Horizon Investments 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 23 of 53  • Meeder Investment Management • Toews Corporation • Ocean Park Asset Management • Clark Capital • iMGP 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 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 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 platform. The amount of the individually negotiated with each discount Investment Advisor at our discretion. 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 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 marketing and promotional programs. 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 us, 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. 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 Platforms 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 in Item 10 – Other Financial Industry Activities and Affiliations of this Brochure. 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. 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 Client’s Investment 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 This creates a conflict for the Investment Advisor(s) 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 24 of 53  the Investment Advisor’s Form ADV Part2A for more information regarding their participation in such promotions. 25 of 53  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 26 of 53  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. 27 of 53  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. 28 of 53  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 29 of 53  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 30 of 53  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. 31 of 53  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. 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. 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 in losses, Indexing Equity Long/Short The Orion Custom Strategy described in Item 4 utilizes a customized long/short overlay and seeks to provide pre-tax and after-tax excess returns through active stock selection and tax-loss harvesting while maintaining the investment characteristics of the Client’s desired market exposure. Because the strategy may use both long and short positions, it involves additional risks beyond traditional long-only equity strategies or other Orion Custom Indexing strategies, including market risk, idiosyncratic or company-specific risk, short-sale risk, borrow and short squeeze risk, leverage risk, and borrow rate risk. These risks may result increased costs, unexpected portfolio outcomes, or the need to purchase securities in the open market at prices significantly above the proceeds received from a short sale. 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. harvesting or other to analyze 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, personal situation, and investment experience. We utilize our proprietary computerized software investment strategy the program questionnaire to ensure the selected strategy or strategies are suitable for the Client. Our investment team is responsible for maintaining the logic, which investment strategy the includes maintaining questionnaire. The Orion Custom Indexing Equity Long/Short Strategy may involve additional tax considerations, and any expected tax benefits, including from tax- loss tax-management techniques, are not guaranteed and may not be suitable for every Client. Neither we nor any Sub- Advisor we may engage to implement the Orion Custom Indexing Equity Long/Short Strategy provides tax advice; Clients should consult their own qualified tax advisors, and each Client’s Investment Advisor is responsible for considering the Client’s objectives, tax circumstances, risk tolerance, financial situation, and other liquidity needs, relevant factors when determining whether the strategy is suitable and in the Client’s best interest. When creating an investment strategy profile for a client in our Wealth Advisory Program introduced to 32 of 53  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. and/or investment compensation Investment 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. 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 investment recommendation, when making an 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. 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. 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 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 levels, from aggressive to Client risk comfort conservative. 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 Strategists and/or funds, which we believe 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. 33 of 53  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. in Risks Performance could be impacted by a number of different market risks including but not limited to: 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. in Item 4 – Services, Fees and As discussed 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 discussed Information, Item 9 – Additional 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.” 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. 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. 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. in securities Credit Risk The value of a Client’s investment in the portfolio may change in response to changes in the credit ratings of the portfolio’s securities. Generally, investment risk and price volatility increase as a security’s credit rating declines. 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 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. 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 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 34 of 53  portfolio positions; and risks that the derivative transactions may not be liquid. 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. 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. 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. 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. 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. 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. legal, regulatory, these and risk management 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. Artificial Intelligence Risk We, our affiliates, third-party vendors, or other counterparties may use artificial intelligence (“AI”) technology in connection with certain business processes, services, technology tools, or products. AI models and related technologies are developing rapidly and may, in some circumstances, produce inaccurate, incomplete, or unintended outputs; reflect limitations or biases in underlying data; raise intellectual property considerations; or present reputational, operational, cybersecurity, or other risks, including risks related to third-party AI tools and evolving AI laws, regulations, guidance, or industry practices. We seek through governance, risks to manage oversight, practices reasonably designed for the nature and scope of the AI technology used, which may include review of AI tools, vendor oversight, information security and 35 of 53  privacy safeguards, employee guidance, monitoring of AI-related outputs, and limiting or discontinuing use where appropriate. 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. to appoint 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: • Vote the proxy in accordance with the vote indicated by the Guidelines; 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, Clients authorize us the various 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. • 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 • 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 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. 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. 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 36 of 53  services in compliance with current regulations. A copy of our Voting Policy is available, upon request, by contacting us at 859-426-2000. 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. 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 37 of 53  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, 38 of 53  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. 39 of 53  40 of 53  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 41 of 53  42 of 53  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- 43 of 53  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 44 of 53  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. 45 of 53  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 46 of 53  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; 47 of 53  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. 48 of 53  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 49 of 53  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 50 of 53  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 51 of 53  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 52 of 53  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. 53 of 53