Lindbrook Capital, LLC is a limited liability company formed in the state of Delaware and has been
in business as a registered investment adviser since 2011. Principal ownership of the firm is held by
the Tyler and Taryn Dritz Revocable Trust and the Posen/Degal Living Trust.
Description of the Types of Advisory Services We Offer
Comprehensive Portfolio Management:
Our comprehensive portfolio management service encompasses asset management as well as
providing financial planning/financial consulting to clients. It is designed to assist clients in meeting
their financial goals through the use of financial investments. We conduct at least one, but
sometimes more than one meeting (in person if possible, otherwise via telephone conference) with
clients in order to understand their current financial situation, existing resources, financial goals,
and tolerance for risk. Based on what we learn, we propose an investment approach to the client.
We may propose an investment portfolio, consisting of exchange traded funds, mutual funds,
individual stocks or bonds, or other securities. Upon the client’s agreement to the proposed
investment plan, we work with the client to establish or transfer investment accounts so that we
can manage the client’s portfolio. Once the relevant accounts are under our management, we
review such accounts on a regular basis and at least quarterly. We may periodically rebalance or
adjust client accounts under our management. If the client experiences any significant changes to
his/her financial or personal circumstances, the client must notify us so that we can consider such
information in managing the client’s investments.
We may utilize Independent Money Managers, where we may design an investment portfolio and
provide ongoing corresponding comprehensive portfolio management services on a fee-only basis
for a percentage of assets in conjunction with another investment advisory firm. Before selecting
other advisers, we make sure that the other advisers are properly licensed or registered.
We may also serve as a sub-advisor to unaffiliated registered investment advisors according to the
terms and conditions of a written Sub-Advisory Agreement. The unaffiliated investment advisors
that engage our sub-advisory services maintain both the initial and ongoing day-to-day relationship
with the underlying client, including initial and ongoing determination of client suitability for our
designated investment strategies and/or programs. If the custodian/broker-dealer is determined
by the unaffiliated investment adviser, we will be unable to negotiate commissions and/or
transaction costs, and/or seek better execution. As a result, underlying clients may pay higher
commissions or other transaction costs or greater spreads, or receive less favorable net prices, on
transactions for the account than would otherwise be the case through alternative clearing
arrangements recommended by our firm. Higher transaction costs adversely impact account
performance.
Portfolio Monitoring:
Our Portfolio Monitoring Service provides for safekeeping/housekeeping of assets on behalf of
clients with no on-going supervision, trading, nor discretion with respect to securities transactions.
Clients are responsible for placing and executing their own trades, either on their own or with
another investment adviser. We provide non-continuous and periodic outside account monitoring.
Retirement Plan Services:
We may provide retirement plan consulting/management services, where we assists sponsors of
self-directed retirement plans organized under the Employee Retirement Security Act of 1974
(“ERISA”). The terms and conditions of the engagement shall be set forth in a Retirement Plan
Services Agreement between our firm and the plan sponsor.
If the plan sponsor engages our firm in an ERISA Section 3(21) capacity, we will assist with the
selection or monitoring of investment options (generally open-end mutual funds and exchange
traded funds) from which plan participants shall choose in self-directing the investments for their
individual plan retirement accounts. If the plan sponsor chooses to engage our firm in an ERISA
Section 3(38) capacity, we may provide the same services as described above, but may also: create
specific asset allocation models that we manage on a discretionary basis, which plan participants
may choose in managing their individual retirement account; and/or modify the investment
options made available to plan participants on a discretionary basis.
Important Disclosures:
As indicated above, to the extent requested by a client, we may provide financial planning and
related consulting services regarding non-investment related matters, such as estate planning, tax
planning, insurance, etc. We do not serve as an attorney or accountant, and no portion of our
services should be construed as legal or accounting services. Accordingly, we do not prepare estate
planning documents or tax returns.
To the extent requested by a client, we may recommend the services of other professionals for
certain non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). You
are under no obligation to engage the services of any such recommended professional. You retain
absolute discretion over all such implementation decisions and are free to accept or reject any
recommendation we make. If you engage any recommended unaffiliated professional, and a dispute
arises thereafter relative to such engagement, you agree to seek recourse exclusively from and
against the engaged professional.
We, in conjunction with the services provided by other professionals and/or services, may also
provide periodic comprehensive reporting services which can incorporate your investment assets,
including those investment assets that are not part of the assets we manage (the “Excluded
Assets”). You and/or your other advisors that maintain trading authority, shall be exclusively
responsible for the investment performance of the Excluded Assets. Our service relative to the
Excluded Assets is limited to reporting and non-discretionary consulting services only, which does
not include investment implementation. We do not have trading authority for the Excluded Assets.
As such, you (and/or your other investment professional), and not our firm, shall be exclusively
responsible for directly implementing any recommendations relative to the Excluded Assets. We
shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded
Assets.
Most mutual funds and exchange traded funds are available directly to the public. Therefore, a
prospective client can obtain many of the funds that we may utilize for portfolio construction,
independent of engaging us as an investment advisor.
Where appropriate, we may utilize interval funds (and other types of securities that could pose
additional risks, including lack of liquidity and restrictions on withdrawals). An interval fund is
a non-traditional type of closed-end mutual fund that periodically offers to buy back a percentage of
outstanding shares from shareholders. Investments in an interval fund involve additional risk,
including lack of liquidity and restrictions on withdrawals.
During any time periods outside of the specified repurchase offer window(s), investors will be
unable to sell their shares of the interval fund. There is no assurance that an investor will be able to
tender shares when or in the amount desired. There can also be situations where an interval fund
has a limited amount of capacity to repurchase shares and may not be able to fulfill all purchase
orders. In addition, the eventual sale price for the interval fund could be less than the interval fund
value on the date that the sale was requested.
While an internal fund periodically offers to repurchase a portion of its securities, there is no
guarantee that investors may sell their shares at any given time or in the desired amount. As
interval funds can expose investors to liquidity risk, investors should consider interval fund shares
to be an illiquid investment. Typically, the interval funds are not listed on any securities exchange
and are not publicly traded. Therefore, there is no secondary market for the fund’s shares.
Because these types of investments involve certain additional risk, these funds will only be utilized
when consistent with a client’s investment objectives, individual situation, suitability, tolerance for
risk and liquidity needs. Investment should be avoided where an investor has a short-term
investing horizon and/or cannot bear the loss of some, or all, of the investment. There can be no
assurance that an interval fund investment will prove profitable or successful.
We have a fiduciary duty to provide services consistent with your best interest. As part of our
investment advisory services, we will review client
portfolios on an ongoing basis to determine if
any changes are necessary based upon various factors, including, but not limited to, investment
performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in
the client’s investment objective. Based upon these factors, there may be extended periods of time
when we determine that changes to a client’s portfolio are neither necessary nor prudent. Clients
nonetheless remain subject to the fees described below during periods of account inactivity.
Socially Responsible Investing involves the incorporation of Environmental, Social and Governance
(“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set
of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a
company safeguards the environment); Social (i.e., the manner in which a company manages
relationships with its employees, customers, and the communities in which it operates); and
Governance (i.e., company management considerations). The number of companies that meet an
acceptable ESG mandate can be limited when compared to those that do not and could
underperform broad market indices. Investors must accept these limitations, including potential for
underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds
are limited when compared to those that do not maintain such a mandate. As with any type of
investment (including any investment and/or investment strategies recommended and/or
undertaken by Registrant), there can be no assurance that investment in ESG securities or funds
will be profitable or prove successful. We do not maintain or advocate an ESG investment strategy
but will seek to employ ESG if directed by a client to do so. If implemented, we shall rely upon the
assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account
portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a
socially responsible mandate.
We do not recommend or advocate the purchase of, or investment in, cryptocurrencies. For clients
who want exposure to cryptocurrencies, including Bitcoin, we may advise the client to consider a
potential investment in corresponding exchange traded securities or private funds that provide
cryptocurrency exposure. Cryptocurrency is a digital currency that can be used to buy goods and
services, but uses an online ledger with strong cryptography (i.e., a method of protecting
information and communications through the use of codes) to secure online transactions. Unlike
conventional currencies issued by a monetary authority, cryptocurrencies are generally not
controlled or regulated and their price is determined by the supply and demand of their market.
Because cryptocurrency is currently considered to be a speculative investment, we will not exercise
discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a
client must expressly authorize the purchase of the cryptocurrency investment.
Clients who authorize the purchase of a cryptocurrency investment must be prepared for the
potential for liquidity constraints, extreme price volatility and complete loss of principal.
We may recommend that the client allocate a portion of their investment assets among unaffiliated
independent investment managers (“Independent Manager(s)”) in accordance with the client’s
designated investment objectives. In such situations, the Independent Manager(s) will have day-to-
day responsibility for the active discretionary management of the allocated assets. We will continue
to render investment supervisory services to the client relative to the ongoing monitoring and
review of account performance, asset allocation, and client investment objectives. We generally
consider the following factors when recommending Independent Manager(s): the client’s
designated investment objectives, management style, performance, reputation, financial strength,
reporting, pricing, and research.
We may recommend that the client allocate a portion of a client’s investment assets among
unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the
client’s designated investment objective(s). In such situations, the Independent Manager(s) will
have day-to-day responsibility for the active discretionary management of the allocated assets. We
will continue to render investment supervisory services to the client relative to the ongoing
monitoring and review of account performance, asset allocation, and client investment objectives.
We generally consider the following factors when recommending Independent Manager(s): the
client’s designated investment objective(s), management style, performance, reputation, financial
strength, reporting, pricing, and research. The investment management fees charged by the
designated Independent Manager(s) are exclusive of, and in addition to, our ongoing investment
advisory fee, subject to the terms and conditions of a separate agreement between the client and
the Independent Manager(s). Our advisory fee is set forth in the fee schedule at Item 5 below.
Clients who engage us on a non-discretionary investment advisory basis must be willing to accept
that we would not effect any account transactions without obtaining prior consent to such
transaction(s) from the client. Therefore, in the event that we would like to make a transaction for a
client’s account (including in the event of an individual holding or general market correction), and
the client is unavailable, we would be unable to effect the account transaction(s) (as it would for its
discretionary clients) without first obtaining the client’s consent.
The information technology systems and networks that we and our third-party service providers
use to provide services to our clients employ various controls, which are designed to prevent
cybersecurity incidents stemming from intentional or unintentional actions that could cause
significant interruptions in our operations and result in the unauthorized acquisition or use of
clients’ confidential or non-public personal information. Clients and the firm are nonetheless
subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses,
including for example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or interruption
to systems. Although we have established processes to reduce the risk of cybersecurity incidents,
there is no guarantee that these efforts will always be successful, especially considering that we do
not directly control the cybersecurity measures and policies employed by third-party service
providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents
that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified
custodians, governmental and other regulatory authorities, exchange and other financial market
operators, or other financial institutions.
In performing our services, we shall not be required to verify any information received from you or
your other professionals, and we are expressly authorized to rely thereon. Moreover, you are
advised that it remains your responsibility to promptly notify us if there is ever any change in your
financial situation or investment objectives for the purpose of reviewing, evaluating or revising our
previous recommendations and/or services.
A copy of this written Brochure as well as our Client Relationship Summary shall be provided to you
prior to, or contemporaneously with, the execution of our service agreement.
Tailoring of Advisory Services
We offer individualized investment advice to all of our clients. We usually do not allow clients to
impose restrictions on investing in certain securities or types of securities due to the level of
difficulty this would entail in managing their account. In the rare instance that we would allow
restrictions, it would be limited to our Comprehensive Portfolio Management.
Participation in Wrap Fee Programs
We offer wrap fee programs as further described in Part 2A, Appendix 1 (the “Wrap Fee Program
Brochure”) of our Brochure. Our wrap fee and non-wrap fee accounts are managed on an
individualized basis according to the client’s investment objectives, financial goals, risk tolerance,
etc. We do not manage wrap fee accounts in a different fashion than non-wrap fee accounts. As
further described in our Wrap Fee Program Brochure, we receive a portion of the wrap fee for our
services.
Regulatory Assets under Management
We manage $2,890,514,192 on a discretionary basis and $302,521,615 on a non-discretionary basis
as of December 31, 2023. The total amount of assets under our management is $3,193,035,807.