U.S. BANCORP INVESTMENTS, INC.

Item 1 Cover Page Personal Portfolios Wrap Fee Program Brochure (Part 2A Appendix 1 of Form ADV) U.S. Bancorp Investments, Inc. 60 Livingston Avenue St. Paul, Minnesota 55107 800-888-4700 https://www.usbank.com/wealth-management.html This Wrap Fee Program Brochure provides information about the qualifications and business practices of U.S. Bancorp Investments, Inc. (referred to as “we”, “us” or, “USBI” throughout the document). If you have any questions about the contents of this brochure, please contact us at 800-888-4700. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about USBI also is available on the SEC’s web site at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for USBI is 17868. USBI is a registered investment adviser. However, that registration does not imply a certain level of skill or training. March 28, 2025 1  Item 2 Material Changes This section describes the material changes to our wrap-fee Programs since the last annual amendment of our Form ADV on March 22, 2024. • AMG Model Portfolios – AMG models are available to clients of U.S. Bancorp Advisors, an affiliate, as disclosed in the AMG Model Portfolios section of Item 4, Services, Fees and Compensation. • Mutual Fund Share Classes – We have enhanced the description of our mutual fund share class selection process and conversions under the Description of Managed Account Services section of Item 6, Portfolio Manager Selection and Evaluation. • Disciplinary Information Update – Details of the payments made by USBI in response to the June 1, 2020 SEC Order have been added. This information can be found in the Mutual Fund Share Class Selection Practices section under Disciplinary Information of Item 9, Additional Information. 2  Item 3 Table of Contents Item 1 Cover Page ...................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Table of Contents .......................................................................................................................... 3 Item 3 Item 4 Services, Fees and Compensation ............................................................................................... 4 Item 5 Account Requirements and Types of Clients .............................................................................. 15 Item 6 Portfolio Manager Selection and Evaluation ............................................................................... 15 Advisory Business .................................................................................................................................. 16 Performance-Based Fees and Side-By-Side Management ................................................................... 18 Methods of Analysis, Investment Strategies and Risk of Loss ............................................................... 18 Voting Client Securities ........................................................................................................................... 20 Item 7 Client Information Provided to Portfolio Managers ..................................................................... 21 Item 8 Client Contact with Portfolio Managers ....................................................................................... 21 Item 9 Additional Information ................................................................................................................. 21 Disciplinary Information .......................................................................................................................... 21 Other Financial Industry Activities and Affiliations .................................................................................. 23 Code of Ethics......................................................................................................................................... 25 Participation or Interest in Client Transactions, Margin and Lending, Personal Trading and Trade Errors ....................................................................................................................... 25 Review of Accounts ................................................................................................................................ 26 Client Referrals and Other Compensation .............................................................................................. 27 Financial Information .............................................................................................................................. 29 3  Item 4 Services, Fees and Compensation U.S. Bancorp Investments, Inc. (USBI) is owned by U.S. Bancorp and has been incorporated since 1974. We acquired an entity with an investment adviser that was state registered in 1996 and became SEC registered in 2007. We are an investment adviser as well as a broker-dealer registered with the SEC. We are a member of the Financial Industry Regulatory Authority, known as FINRA, and also a member of the Securities Investor Protection Corporation, known as SIPC. We provide managed account and financial planning services in our capacity as an investment adviser. This brochure explains only our managed account services. Information regarding our financial planning services can be found in a separate disclosure brochure and is available upon request. We provide a Client Relationship Summary (“Form CRS”, or Part 3 of Form ADV) to retail investors to assist with the process of deciding whether to engage us or our financial professionals, and whether to establish an investment advisory or brokerage relationship. It allows you to gain a better understanding of the nature of the relationship and services you can expect from us in each type of relationship and to compare us to other broker-dealers and investment advisers. Our Form CRS is available upon request and contains information about the types of client relationships and services we offer; our fees, costs, conflicts of interest, and standard of conduct; any reportable legal or disciplinary history for us; and how to obtain additional information about us and our financial professionals. Services We provide managed account services through the USBI Personal Portfolios Wrap Program, also referred to as the “Wrap Program”. The Wrap Program is a group of account management programs (“Program”), each of which includes the following services: • Development of an investment strategy • Construction of portfolios which may include: individual equities, fixed income investments, o mutual funds, o exchange-traded funds (“ETFs”), o o o Model Providers (registered investment advisers acting as third-party providers of research services offering and/or directing purchase and sale recommendations in the form of model portfolios), o SMAs (separately managed accounts managed by Sub-Account Managers, who are investment advisers made available by Envestnet providing portfolio registered management services) and o model portfolios provided by the Asset Management Group (“AMG”) of our bank affiliate U.S. Bank, National Association (“U.S. Bank”), o as well as other investments. • Brokerage and custodial services • Quarterly investment performance reporting We use Envestnet Portfolio Solutions, Inc. (“Envestnet”, or “Sub-Adviser”), a registered investment adviser and provider of asset allocation advice, as a sub-adviser and/or administrator for the Wrap Program. We may add to or adjust the Wrap Program from time to time. For purposes of this document only, the term Model Providers includes reference to AMG with respect to their management of the AMG model portfolios, even though AMG is not a registered investment adviser. No other service that AMG provides is included in this reference. 4  Personal Portfolios Wrap Fee Program Client-Discretionary Programs Third-Party Discretionary Program Programs Advisor Select Guided UMA Managed Account Strategies Mutual fund and/or ETF models Investment Vehicles SMAs, mutual fund models, general securities models, AMG models (Core, Core Equity Sleeve, Dividend Growth Sleeve), mutual funds and/or ETFs within a single account Financial advisor recommends portfolio/model Financial advisor recommends model Advisor Role Mutual funds, ETFs, individual equities, fixed income investments, structured products, and/or other approved securities Financial advisor recommends portfolio/model Client Envestnet Envestnet Trading Discretion1 $25,000 $25,000 $150,000+2 Investment Minimum USBI Discretionary Programs USBI Financial Advisor Discretionary Programs USBI Firm Discretionary Programs Programs Fund Managed Portfolio Unified Managed Portfolio Advisor Managed Portfolio U.S. Bancorp Investments Managed Portfolios-UMA U.S. Bancorp Investments Managed Portfolios- Core Mutual funds and/or ETFs Investment Vehicles Mutual fund and/or ETF models Individual equities, mutual funds, and/or ETFs SMAs, mutual funds and/or ETFs within a single account Financial advisor recommends model Advisor Role Financial advisor determines portfolio/model SMAs, mutual fund models, general securities models, AMG models (Core, Core Equity Sleeve, Dividend Growth Sleeve), mutual funds and/or ETFs within a single account Financial advisor determines portfolio/model Financial advisor determines portfolio/model Financial advisor Envestnet Financial advisor Envestnet Trading Discretion1 $25,000 $250,000+2 $25,000 $25,000 $500,000+2 Investment Minimum 1 Trading discretion is the authority to decide what trades are to be executed. 2 Account minimum may be higher based on allocations and investment products, Model Providers and/or SMAs utilized. See Program description below for information on Unified Managed Account, which is closed to new investors. 5  Client Discretionary Programs Accounts in these Programs are directed by you. Financial advisors recommend investment vehicles for your portfolio and act on a non-discretionary basis. Advisor Select Accounts in this Program are directed by you. Financial advisors will recommend investment vehicles for your portfolio and will act on a non-discretionary basis. You may instruct your financial advisor to purchase or sell mutual funds, ETFs, individual equities, fixed income investments, and other approved securities on your behalf. You will approve all transactions. AMG provides tactically managed asset allocation guidance that financial advisors have the option to use when recommending investments in accounts for each of the investment objectives. U.S. Bank does not receive separate compensation from USBI when an AMG asset allocation is considered. Guided UMA You and your financial advisor work together to construct a portfolio based on your needs and investment objectives. Your account will consist of mutual funds, ETFs, Model Providers, SMAs, and/or AMG model portfolios (Core, Core Equity Sleeve, Dividend Growth Sleeve). Your financial advisor provides you with recommendations regarding the appropriate asset allocation and the underlying investment vehicles or investment strategies to meet your objectives, but you direct the investments and changes made to the account and are ultimately responsible for the selection of the appropriate asset allocation and the underlying investment vehicles or investment strategies. Envestnet is the sub-adviser and provides overlay management services including trade order submission based on the model and model changes provided by the financial advisor, Model Provider or Sub-Account Manager, as applicable. Rebalancing is conducted as needed by Envestnet based on the frequency of rebalancing review agreed upon by you and your financial advisor. Please review the AMG Model Portfolios section below for important information regarding model portfolios provided by AMG that are available for use in Guided UMA accounts. When fixed income Sub-Account Managers are utilized in Guided UMA accounts, USBI will act as the custodian, however primary trading will be conducted on a step-out basis with external executing broker-dealers. The Sub-Account Manager will act with discretion and coordinate/direct all trading and rebalancing for the sub-account, which will begin once the account is fully funded and in good order. Under normal circumstances and market conditions, assets are typically invested in the fixed income sub-account within 90 days of the day on which you initially fund or make a subsequent contribution to your account. To the extent that an account is funded with securities rather than solely cash, implementation may be further delayed because any of these securities that are not consistent with the intended holdings for the account will be liquidated. Additional information regarding your fixed income Sub-Account Manager’s discretionary portfolio investment processes can be found in its Form ADV Brochure, or by contacting your financial advisor. Additional information regarding the step-out trading process can be found in the Brokerage Practices section of this brochure. Third-Party Discretionary Programs All Model Providers and Sub-Account Managers have discretion to select the underlying investment choices based on their due diligence. Provider has oversight over the Programs but not portfolio management discretion. Managed Account Strategies Accounts in these Programs are managed by Envestnet on a discretionary basis. Model Providers provide purchase and sale recommendations to Envestnet in the form of model portfolios. Envestnet acts as account manager on your account, with full discretion to supervise and direct your investments, making fund or allocation changes as necessary. Your specific holdings may vary at any time from the Model Provider recommendations. Rebalancing will be conducted as needed. 6  Within Managed Account Strategies are various sub-programs whereby the Sub-Adviser will purchase certain ETFs and/or mutual funds on the client’s behalf based on the appropriate asset allocation strategy identified for the client as a result of the information provided to the financial advisor. Sub-Adviser will utilize the Model Provider’s asset allocation to develop and manage an investment portfolio for the Program account. Unified Managed Account (“UMA”) As of July 7, 2017, USBI is no longer accepting new accounts in this Program. Accounts in this Program are managed by Envestnet on a discretionary basis. Your account will consist of a combination of individual securities, Model Providers, SMAs, mutual funds and/or ETFs. Recommendations for the model portfolio selection will be based on information provided by you. When Model Providers or Sub-Account Managers are utilized, they will provide Envestnet with purchase and sale recommendations in the form of model portfolios. Envestnet will manage a portion of your account in accordance with these specific investment strategies. Envestnet has full discretion to supervise and direct your investments within the parameters of the selected portfolio model. Rebalancing of the portfolio will be conducted as needed. As manager, Envestnet will coordinate the trading activity of all underlying investment products. USBI Discretionary Programs If you choose to participate in one of our USBI Discretionary Programs, the discretionary Investment Advisory Agreement (“IAA”) you enter into with USBI by signing the Statement of Investment Selection authorizes USBI to make investment decisions for your discretionary account, which includes determining the amount, type and timing with respect to buying and selling securities and other assets in your account, subject to your investment objective. The Agreement also grants us complete and unlimited trading discretion for the account. As a result, we are unable to accept unsolicited trade orders for execution in any account where USBI or a USBI financial advisor has been granted discretion. In certain circumstances, we agree that you may limit our discretionary authority; for example, we may agree to not purchase certain types of securities for your account. Accounts with restrictions may perform differently from accounts without restrictions and that performance may vary. Accounts in these Programs will be monitored to help ensure they are aligned with USBI Discretionary Program guidelines. Items generally reviewed include, but are not limited to, levels of security and cash concentration, principal transactions and trade rotation. As discussed further below, USBI offers certain model portfolios which are managed by AMG, a division of our affiliate U.S. Bank, National Association. USBI Financial Advisor Discretionary Programs USBI discretionary financial advisors seek to meet the client’s particular investment needs by developing an investment strategy based upon guidelines that are jointly established by the client and the client’s discretionary financial advisor. At the commencement of services, the client’s discretionary financial advisor reviews the client’s investment objectives and risk tolerance. Based upon that review and other information provided by the client, the discretionary financial advisor makes a subsequent recommendation to the client as to which investment style the discretionary financial advisor believes is appropriate for the client. The client’s discretionary financial advisor will manage the client’s discretionary account in accordance with the investment style selected based on the information the client provides to the client’s discretionary financial advisor. The financial advisor may consider asset allocation guidance provided by AMG in making the initial account recommendation to the client, and/or the ongoing management of the account, but AMG does not manage client portfolios or provide trade execution services in the Advisor Discretion service model. Fund Managed Portfolio (“FMP”) Accounts in this Program are managed by a USBI financial advisor on a discretionary basis. Your account will consist of mutual funds and/or ETFs. Financial advisors create the model portfolios. In 7  some cases, financial advisors may choose to utilize model portfolios provided by AMG as guidance in managing portfolios. USBI financial advisors have full discretion to supervise and direct your investments within the parameters of the investment objective. Rebalancing of the portfolio will be conducted as deemed necessary by the financial advisor. AMG does not manage client portfolios or provide trade execution services in the FMP service model. Unified Managed Portfolio (“UMP”) Accounts in this Program are managed by a USBI financial advisor on a discretionary basis. Envestnet will provide certain sub-advisory services in connection with your account. The USBI financial advisor will build the model portfolio used for your account based on the client’s needs and objectives. Your account will consist of mutual funds, ETFs, Model Providers, SMAs and/or AMG model portfolios (Core, Core Equity Sleeve, Dividend Growth Sleeve). The USBI financial advisor will provide the model portfolio and any updates to Envestnet, and Envestnet provides overlay management services on your account based on the model and model changes provided to Envestnet by the USBI financial advisor. Envestnet submits trade orders based on the directions of the investment strategies contained in the UMP portfolio. When AMG model portfolios are utilized, USBI will supervise the investments in the AMG model portfolios. Rebalancing of the model portfolio will be conducted as deemed necessary by the financial advisor. As overlay manager, Envestnet has discretion to place trade orders based on the direction of the investment strategies contained in the account. Please refer to the AMG Model Portfolios section below for important information regarding model portfolios provided by AMG that are available for use in UMP accounts. When fixed income Sub-Account Managers are utilized in UMP accounts, USBI will act as the custodian, however primary trading will be conducted on a step-out basis with external executing broker-dealers. The Sub-Account Manager will act with discretion and coordinate/direct all trading and rebalancing for the sub-account, which will begin once the account is fully funded and in good order. Under normal circumstances and market conditions, assets are typically invested in the fixed income sub-account within 90 days of the day on which you initially fund or make a subsequent contribution to your account. To the extent that an account is funded with securities rather than solely cash, implementation may be further delayed because any of these securities that are not consistent with the intended holdings for the account will be liquidated. Additional information regarding your fixed income Sub-Account Manager’s discretionary portfolio investment processes can be found in its Form ADV Brochure, or by contacting your financial advisor. Additional information regarding the step-out trading process can be found in the Brokerage Practices section of this brochure. Advisor Managed Portfolio (“AMP”) Accounts in this Program are managed by a USBI financial advisor on a discretionary basis. Your account will consist of individual equities, mutual funds, and/or ETFs. Financial advisors create the model portfolios. In some cases, financial advisors may choose to utilize model portfolios provided by AMG as guidance in managing portfolios. USBI financial advisors have full discretion to supervise and direct your investments within the parameters of the investment objective. Rebalancing of the portfolio will be conducted as deemed necessary by the financial advisor. AMG does not manage client portfolios or provide trade execution services in the AMP service model. USBI Firm Discretionary Program When the firm (USBI) has discretion, a USBI financial advisor will develop an investment strategy based on guidelines jointly established by the client and the USBI financial advisor. The USBI financial advisor will review the client’s investment objectives and risk tolerance and, based upon that review, identify and implement an asset allocation strategy using model portfolios provided by AMG. U.S. Bancorp Investments Managed Portfolios (“USBI Managed Portfolios”) USBI has discretion over the assets in your account to implement AMG’s instructions for the model portfolios. Based on client information provided to the USBI financial advisor, an asset allocation strategy is identified and implemented using model portfolios provided and managed by AMG. 8  Please refer to the AMG Model Portfolios section below for important information regarding model portfolios provided by AMG. U.S. Bancorp Investments Managed Portfolios – Core (“USBI Managed Portfolios – Core”) Accounts in this Program will consist of mutual fund and/or ETF model portfolios. U.S. Bancorp Investments Managed Portfolios – Unified Managed Account (“USBI Managed Portfolios – UMA”) Accounts in this Program will consist of mutual fund, ETF and/or SMA model portfolios. AMG Model Portfolios The following model portfolios are provided and managed by AMG, and made available in various Programs at USBI: • USBI Managed Portfolios - Core The Core model portfolios consist of mutual funds and/or ETFs and are available in the USBI Managed Portfolios, Guided UMA and UMP Programs. • USBI Managed Portfolios - UMA The UMA model portfolios consist of mutual funds, ETFs and/or SMAs and are only available in the USBI Managed Portfolios Program. • AMG Core Equity Sleeve This model portfolio sleeve consists of individual equities, fixed income securities, mutual funds and/or ETFs, and is available in the Guided UMA and UMP Programs. • AMG Dividend Growth Sleeve This model portfolio sleeve consists of individual equities, fixed income securities, mutual funds and/or ETFs and is available in the Guided UMA and UMP Programs. When AMG model portfolios are utilized in client accounts, AMG acts in a role similar to that of a Model Provider (although AMG is not a registered investment adviser), and Envestnet, pursuant to a services and sub-license agreement with USBI, performs administrative and/or trade order implementation duties. When AMG model portfolios are utilized in UMP or Guided UMA accounts, USBI acts with discretion regarding the implementation of AMG model portfolios. USBI’s financial advisors may recommend clients invest in a model portfolio managed by AMG over other non-affiliated investment managers available on the Envestnet platform. This creates a conflict of interest for USBI which is addressed by the supervisory oversight and monitoring of investment recommendations to help determine that clients are appropriately invested based on factors such as their stated investment objectives and risk tolerance. USBI financial advisors do not receive any additional compensation for recommending model portfolios managed by AMG. U.S. Bank receives an annual negotiated flat fee for AMG’s ongoing management of the model portfolios for USBI clients, as well as other services provided to USBI; this fee does not vary based on the USBI assets managed by AMG, and the client does not pay any additional fee to USBI or U.S. Bank for the investment advisory services AMG provides to USBI. AMG provides actively managed model portfolios selected to meet stated investment objectives of each model portfolio. AMG utilizes proprietary research to allocate assets, select investment vehicles, construct portfolios, and monitor the models’ performance and composition. The team builds the model portfolios based on an established process to align with each investment strategy’s objective. These model portfolios focus on diversified investment strategies that are managed to meet various risk tolerance and time horizon considerations of clients. AMG reviews and adjusts these model portfolios ongoing for both strategic and cyclical considerations. USBI regularly reviews AMG’s activity and management through research services provided by Envestnet. 9  To build model portfolios AMG uses a process that includes asset allocation research, investment vehicle selection, and portfolio construction. Asset allocation research studies a range of factors across time horizons. This includes secular trends such as demographics and productivity, cyclical trends across the current business and credit cycles and short term such as monetary policy and corporate profits. Using these assessments, they seek to identify investable asset classes and estimate risk premia, or the compensation for taking on the risk of loss, for asset classes. Investment vehicle selection considers quantitative and qualitative characteristics of potential mutual funds, ETFs, Sub-Account Managers and equity securities for inclusion in the models. Quantitative screening may include performance relative to benchmark and peers, risk measures, manager tenure, style score, and expense ratios. Qualitative work focuses on factors such as the research and portfolio management team, firm structure, investment philosophy, and investment process. Model portfolio construction combines outputs from asset allocation and investment vehicle selection to select model portfolio structures most aligned with stated objectives. AMG monitors these model portfolios on an ongoing basis to ensure they remain consistent with the requirements for inclusion in the Program. The team uses various third-party analytical and data services, in addition to proprietary research described. AMG model portfolios are not customized to individual clients. AMG is independently responsible for the investment decisions it makes for the model portfolios. USBI has discretion over the assets in your account to implement AMG's instructions for the model portfolios. AMG does not have any brokerage discretion or trading discretion to purchase or sell securities in your account. AMG also provides tactically managed asset allocation guidance for advisors to consider for investment guidance in Advisor Select, AMP, FMP, UMP and Guided UMA accounts for each of the investment objectives. U.S. Bank does not receive separate compensation from USBI when an AMG asset allocation is considered in the AMP, FMP and UMP service model. Note: There is no separate manager fee paid to AMG for AMG model portfolio accounts through USBI. Similar strategies are also made available by U.S. Bank directly to investors who meet certain investable asset qualifications within U.S. Bank. These strategies may offer qualified investors a lower rate for the annual fee but may require a substantially higher minimum account fee than the strategies offered through Envestnet by USBI. Bank client fees may be negotiable within U.S. Bank. AMG model portfolios are available to clients of U.S. Bancorp Advisors, an affiliate. The total wrap fee charged to USBA clients with accounts that include an AMG model could be less compared to what we charge. USBI does not receive any compensation for this arrangement. Program Fees Assets in the Wrap Program, which includes cash and assets within the U.S. Bancorp Investments, Inc. Sweep Program, are charged an asset-based fee, called a wrap fee (referred to as a program fee throughout this brochure), for the services provided. The program fee may be negotiable and is agreed upon by you and your financial advisor. Promotional offers that include a fee discount may be extended from time to time. The qualification and terms of a promotional offer could be limited to certain clients and prospects and vary from client-to-client or prospect. U.S. Bancorp employees may pay a discounted program fee. The following are some examples when the fee may be negotiable: • Overall relationship with U.S. Bancorp • Total client assets under a Program account • Types of investments or strategies being utilized The program fee is based on various factors including the specific services being provided, the type and size of your account, any Model Providers and/or Sub-Account Managers utilized, historical or anticipated transaction activity, the range of additional services provided to your account, and the amount of your overall assets in the Wrap Program. 10  The program fee represents payment for the following services, where applicable: • Development and ongoing management of asset allocation and investment strategies • Sub-Account Manager and Model Provider search • Due diligence and monitoring services of investment companies, Sub-Account Managers, Model Providers and AMG • Portfolio manager investment management services • Account administration and reconciliation services • Clearing and custody charges • Brokerage execution services • Monthly custodial statement with transactional activity, otherwise quarterly • Quarterly evaluation of investment performance • Tax reporting • Advice provided by your financial advisor and Sub-Adviser The following fee schedule applies to all Wrap Program accounts. Assets First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Amounts over $2,000,000 Maximum Portfolio Fee 2.00% 1.80% 1.60% 1.35% 1.10% USBI does not apply a minimum Portfolio Fee to Wrap Program accounts. In accounts that do not include a Model Provider and/or Sub-Account Manager, the portfolio fee is your program fee. Depending on the Program, you will also pay manager fees charged by Model Providers, Sub- Adviser and/or Sub-Account Managers for their investment management advice and related administration. This manager fee added to the portfolio fee detailed above makes up your program fee. Your specific program fee, inclusive of fees referenced above, is disclosed to you on your Statement of Investment Selection. A platform fee, which is a component of the portfolio fee, supports the administrative services associated with the Programs including those provided by Envestnet. The platform fee is a 0.05% annualized fee for all Programs. This fee is not directed to the financial advisor and is only applied to the first $250,000 of the account. Depending on the Program selected, you may elect to have Values Based Restrictions, which seek to integrate Environmental, Social and Governance (ESG) factors and/or factors relating to an individual investor’s personal values into the account’s investments, applied to your account. If elected, your manager fee will include an additional overlay fee of up to 0.10% that will be applied to all assets in the account, including cash, for this service. General Information about Fees Fees are quoted as an annualized percentage of assets. Fees are blended, which means that as the portfolio value reaches each threshold in the above tables, the assets above that threshold may be charged different percentages. An exception to this is for UMP accounts established prior to July 7, 2017 and have not been moved to the new fee schedule; those accounts are billed on a breakpoint basis. To provide you the opportunity to take advantage of reduced fees based on your consolidated asset value reaching higher thresholds, multiple Program accounts for yourself and family members may be linked together, also referred to as householding. Program accounts qualify for householding based on a common 11  tax identification number, billing group and/or physical address. In addition to being able to take advantage of reduced fees, accounts that are part of a household will have access to a single performance report. Generally, accounts will be set up as a household at account opening, if applicable, however this can be done at any time at your direction. Additionally, we will perform periodic reviews in an effort to identify accounts for householding purposes that meet the criteria as described above. Those identified accounts may be linked together without notification to you but will be evidenced by a single performance report. You may opt-out of householding status and unlink your accounts at any time by contacting your financial advisor, however doing so will eliminate the benefits of householding outlined above including the potential for a reduction in fees. Fees will be based on the value of the assets in the Program account. For this purpose, asset value means the fair market value of the eligible securities in your Program account, including where applicable, the value of margin loans and options, dividends and accrued interest. Fees will vary over time due to fluctuations in the asset level being invested and/or market value. As part of the U.S. Bancorp Investments, Inc. Sweep Program (“Sweep Program”) free credit cash balances resulting from sales, cash deposits, or interest or dividend credits will automatically be swept on a daily basis into shares of a money market fund made available by USBI at their then current net asset value. Account assets invested in money market funds in the Sweep Program are included in the program fee calculation and charged the program fee. In non-qualified Advisor Select, Guided UMA and Managed Account Strategies accounts, First American Money Market Funds are utilized, mutual funds that are advised by U.S. Bancorp Asset Management, Inc., an affiliate. Mutual funds, including First American Money Market Funds, charge their own management and other fees as set forth in the fund’s prospectus. Because First American Money Market Funds are managed by an affiliate of USBI and the affiliate of USBI earns a management fee, USBI has a conflict of interest with respect to these funds; USBI has a financial incentive to increase the allocation of cash in the account. The fact that USBI financial advisors do not share in the management fee earned by the First American Money Market Funds, and USBI monitors accounts for excessive cash concentrations, mitigates this conflict of interest. The manager fee, included in the program fee on the Statement of Investment Selection, covers portfolio administration, and where applicable, the Model Provider and/or Sub-Account Manager fees. In general, the portfolio administration portion, retained by Envestnet, ranges between 0.02% - 0.05%. The Model Provider and Sub-Account Manager portion of the fee is set by each Model Provider and Sub-Account Manager and will vary. Typically, this ranges between 0.00% - 0.75% depending on the size of the account and type of services provided. Model Provider and Sub-Account Manager fees may not allow for certain billing exclusions or provide a discounted fee based on the household value. As a result, the annual fee percentage relative to the billable value on your quarterly performance report may be higher than the program fee on your Statement of Investment Selection. The amount of the program fee paid by you may vary from the initial Statement of Investment Selection when there is a change in Programs, Model Providers, Sub-Account Managers or in the amount allocated to each of the investments due to changes in either the investment management and administrative expenses for the respective Model Providers and/or Sub-Account Managers. However, the amount of compensation paid to the financial advisor does not vary based on the number of, or allocation to, investments selected or employed in the account. In those instances, the updated fee is reflected in the quarterly performance report. You should consider that the program fee may be more or less than the cost of services if they were provided separately or from another source. This can depend on several things such as the amount of the program fee, the level of activity, the amount of cash and type of securities in your account, and the value of custodial and other services. You will also receive the value of the consulting service provided by your financial advisor and Sub-Adviser in designing and monitoring your investment strategy. They will also assist you with periodically determining your asset allocation as well as the suitability of the Model Providers and/or Sub-Account Managers. To determine the reasonableness of the fee, you should consider the costs 12  of the development and ongoing management of an asset allocation or investment strategy, the gathering and monitoring of information on Model Providers and Sub-Account Managers, transaction costs, fees and taxes, commissions or markups/markdowns on transactions, custodial costs, quarterly performance reports, and tax statements. Custodial fees are included in the program fee except for items such as: interest on debit balances, the public offering price for securities purchased in a distribution, exchange fees, regulatory transaction fees, transfer taxes, liquidation fees for non-cash assets brought to a Program account, electronic fund and wire transfer fees, overnight carrier fees, trade-away charges, trust service charges, and short- term redemption fees. Mutual funds and ETFs also charge their own management fees and expenses which are disclosed in the fund’s prospectus or disclosure statement. We will also charge interest on any outstanding margin loan balances to clients who borrow money from us. In addition, rebalancing will not occur if the account has a margin debt. ‐ We act as a broker dealer in addition to acting as an investment adviser. If you fund your Wrap Program account with securities that were recommended by a financial advisor and recently purchased at USBI on which you have paid a commission or markup, we will generally credit your Program account the amount of brokerage commissions or markups previously paid. However, if you fund your account with cash proceeds from the sale of securities at USBI on which you may have paid commissions or markdowns, you will not receive a credit for those commissions or markdowns. There may be instances in which specific account holdings are excluded from billing in your Program account. These holdings are still managed by your financial advisor and will also be included for reporting purposes. There may also be instances in which specific account holdings are ineligible for trading and continue to be held in your Program account. These holdings are not managed, reported, or billed on by us. For additional information on these holdings contact your financial advisor. Shareholder service fees support costs for delivering client statements, confirmations, tax forms, prospectuses, proxies and other shareholder related back office processes such as recordkeeping, escheatment, and call-center support (collectively “shareholder services”). These shareholder servicing fees vary by mutual fund company and by fund and are based on the amount of assets held in USBI client accounts. USBI has a clearing arrangement with Charles Schwab & Co., Inc. (“Schwab”) whereby Schwab maintains an omnibus account with certain mutual fund families for USBI on behalf of USBI clients. Under the clearing arrangement, Schwab provides clearing services for nearly all funds. USBI pays Schwab a fee for the clearing service. For brokerage assets, Schwab passes through the shareholder service fees it receives to Provider. For advisory assets, in lieu of passing the shareholder servicing fees Schwab receives to USBI, Schwab reduces the amount of their fee charged for clearing services to USBI on a dollar for dollar basis. Both of these arrangements create a conflict of interest because they provide USBI an incentive to favor funds that provide higher compensation in fees to Schwab, resulting in either a payment to USBI or a greater deduction for USBI from Schwab. Our financial advisors do not receive any portion of shareholder service- related compensation received by USBI. Billing Fees are deducted from your Program account, or other eligible account, a quarter in advance. This is the only method of billing used and you may not select another method. Changes to the portfolio fee (either an increase or decrease) for existing accounts will be applied to the account the following quarterly billing cycle. When you open a new account, the initial fees are billed using the value of the account at the end of the day it was opened at the inception of the account and pro-rated for the remainder of the calendar quarter. Ongoing quarterly fees for new and existing accounts, calculated by Envestnet, are determined by the market value of assets on the last business day of the previous quarter. We have the authority to place trades in your account to make cash available to cover fees without prior consultation with you. Individual 13  deposits or withdrawals of equal to or more than $10,000 made to/from any advisory account will generate a fee/rebate based on the market value of those assets and applied on a pro-rated basis. Quarterly reports holdings and statement of management fees display a total account value less any margin loans held in your account. Because the billing calculation does not deduct the value of margin loans, the amount on which we calculate your fee may be higher than the account value displayed on your report. For example: If you have $1,000,000 in assets and use a margin loan to purchase an additional $50,000 in securities, the billable account value will be $1,050,000. The report value will be $1,000,000. Product Change Billing In certain circumstances, you may see a billing adjustment in your account in the form of “product change billing” during a billing cycle. Product change billing generally occurs when there is a change to the Program, the manager(s) (Model Provider, Sub-Account Manager), the model and/or a change in allocations. When such a change occurs in your account, the previous product or allocation will be terminated, and the new product or allocation will be added in its place. This will appear as a refund in the pro-rated amount of the previously billed product or allocation (that was based on the last quarterly fee bill) and a charge for the new product or allocation (based on the market value of assets that day) for the remaining period of the billing cycle. The rate charged for the new product or allocation may be more or less than the rate charged for the terminated product or allocation. Refund of Fees Upon Termination of Agreement You may terminate the IAA at any time with the fees pro-rated through the termination date. The daily pro- rated amount upon termination will usually result in a refund of the unearned portion of the quarterly fee. You may be charged a per trade liquidation fee in the event you request that assets be converted to cash prior to termination. If you decide to terminate any of the Program accounts custodied with us, in most cases you will receive a refund via electronic transfer to another trading account or bank account. If the account is closed before the end of the quarter and you are due a refund, you will receive the refund the month following account closing. For Advisor Select, we may choose to cover all existing short positions when you close your Advisor Select Account. Those liquidations will be executed in our capacity as broker-dealer and creditor and may, as permitted by law, result in executions on a principal basis in your Program account. Upon termination, you are responsible for monitoring the securities in your account, and neither USBI nor your financial advisor will have any further obligation to act or offer advice with regard to those assets. Advisor Compensation Financial advisors who recommend the Programs and/or manage client accounts will receive compensation as a result of your participation. This compensation may be more than what the financial advisor would receive if you participate in other investment services offered by us or if you paid separately for investment advice, brokerage, and other services. Financial advisors also receive certain revenue rewards based on their production amount, business mix and net new assets. As such, your financial advisor may have a financial incentive to recommend the Wrap Program over other programs or services. Financial advisors are also subject to minimum production thresholds which are not product-specific in nature. Financial advisors not meeting minimum production thresholds may be subject to performance plans or termination. This creates a conflict of interest because a financial advisor may have an incentive to recommend programs or services in an effort to maintain employment. In addition, some financial advisors are not compensated for transactions in your account if the combined account balances in your U.S. Bank, NA and U.S. Bancorp Investments relationship do not meet or exceed $100,000. This can deter the financial 14  advisor from recommending strategies that could be beneficial to you but do not result in a qualifying relationship balance that meets the threshold for compensation or may incent financial advisors to recommend a trade that is inconsistent with your financial situation but meets the threshold for compensation. Item 5 Account Requirements and Types of Clients The minimum account size generally required for accounts is provided in Item 4: Services, Fees and Compensation. Under certain circumstances, accounts may be opened with lower amounts. Should an account fail to meet enrollment criteria within a certain period of time after opening, the account may be closed without notification to you or converted to a brokerage account upon notification to you. Enrollment criteria includes but is not limited to; funding the account and meeting the required minimum, providing complete and accurate paperwork, passing suitability review and receiving account approval without restriction. We provide advisory services to a wide range of clients including individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and other businesses. Item 6 Portfolio Manager Selection and Evaluation Depending on the Program, USBI utilizes either Envestnet, a registered investment adviser, or Due Diligence Works, a third-party service provider, to provide due diligence, selection and monitoring support of Model Providers and Sub-Account Managers. Envestnet provides due diligence and/or research services to USBI on AMG model portfolios and Sub-Account Managers. Due Diligence Works provides due diligence and monitoring support to USBI on third-party Model Providers and USBI Firm Discretionary Programs. Model Providers and Sub-Account Managers are selected for each of our Programs based on a number of factors which may include: • Referrals from consultants • Periodicals and databases containing information about Model Providers and Sub-Account Managers • Analysis of portfolio returns • Disclosure brochure review • Contact with clients and references provided by the Model Provider and Sub-Account Managers • On-site visits Envestnet will typically not recommend an affiliated Model Provider. If you would like to have some of your assets managed by an investment adviser who is not recommended by us, they may manage your assets as a provisional manager for a period of time while we conduct a more formal review. In general, we will not provide any investment advice to you regarding the provisional manager or your assets until the provisional manager has been approved. If the provisional manager is not accepted, you will need to utilize approved investments for the specific Program you have selected. Your assets will become unmanaged until you choose a new approved Program and related investments. For certain Program accounts, guidance provided by AMG may be utilized to assist financial advisors in the management of portfolios. In Program accounts where AMG model portfolios are utilized; USBI has discretion to implement AMG’s instructions. Envestnet performs due diligence and risk analysis including the collection of data and qualitative information (such as firm, process, philosophy, personnel and administrative information), on AMG. 15  Depending on the Program, we leverage resources from Envestnet and/or Due Diligence Works to monitor Model Providers and Sub-Account Managers. On an ongoing basis, the performance of these investment managers is monitored relative to major market indices and to comparable style indices. When necessary, we will recommend that you terminate a Model Provider or Sub-Account Manager and will usually recommend a replacement, which could result in a change to your fee. Reasons for the recommended termination may include one or more of the following: ownership changes, key employee turnover, adverse or wrongly focused performance record, manager capacity, changes in investment philosophy, failure to follow the stated investment discipline or other similar concerns. We will make available to you a quarterly evaluation of investment performance prepared by Envestnet using a time-weighted calculation standard to adjust for significant asset flows into the account. Other generally accepted methods of calculation exist which may yield different results. Performance information provided by Model Providers, Sub-Account Managers, AMG and other investment managers is not verified by us. USBI financial advisors must qualify for participation in our USBI Financial Advisor Discretionary Programs. Qualification is based on past experience, training, and/or education. Additional product training is required prior to participation. ____________________________________________________________ Advisory Business Types of Advisory Services Offered We offer three types of advisory services for individuals, businesses and institutional clients: managed account services, which for some clients will include selection of other advisers, automated investment services and financial planning services. We do not specialize in any one type of advisory service. This document will focus on our managed account services. Separate documents that explain our automated investment and financial planning services are available upon request. Investment advisory services create a fiduciary relationship with you. This means that we must place your interests above our own. This brochure explains your rights and obligations in providing you with advisory services. Please read it carefully and keep it for your records. Please note that although we act as your investment adviser in providing services to you, this does not affect any other relationship you may have with your financial advisor or USBI. The nature of your existing USBI accounts, your rights and obligations relating to these accounts, and the terms and conditions of any USBI account agreement in effect does not change in any way. Tailored Advice when Using Personal Portfolios Wrap Program Our group of managed account services is called the Personal Portfolios Wrap Program, also referred to as the “Wrap Program” throughout this document. We provide individually tailored solutions and ongoing advice to you regarding your investments based on your individual needs. We do this through personal conversations with you, in which goals and objectives are discussed. During this data gathering process, we will help you determine your investment objectives, risk tolerance, anticipated contributions and withdrawals, the importance of liquidity to you, and your income, as well as other factors. You may also place any reasonable restrictions on investing in certain securities, types of securities or industry sectors, this may include state preference/specification for municipal fixed income sub-accounts. Any reasonable restrictions imposed on the management of your account(s) may negatively impact or otherwise affect performance. If it is determined that the restrictions you wish to impose are unreasonable or otherwise prevent your advisor, Model Provider, Sub-Account Manager or Sub-Adviser from implementing the portfolio strategy, we may choose not to accept your account(s). You agree to inform USBI promptly, in writing, of any change in your reasonable restrictions. Any change to your reasonable restrictions will not be effective until they are received and accepted. We will develop a strategy based on your risk profile. 16  Depending on the Program selected, you may elect to have Values Based Restrictions applied to your account. Values Based Restrictions seek to integrate Environmental, Social and Governance (ESG) factors and/or factors relating to an individual investor’s personal values into the account’s investments. Please see the Program Fees section for fees associated with this service. Description of Managed Account Services The Wrap Program includes the development of an asset allocation, and construction of portfolios which may include mutual funds, ETFs, individual equities, fixed income investments, Model Providers and Sub- Account Managers, as well as other investments. In addition, brokerage and custodial services provided by USBI are part of the Wrap Program. The Wrap Program is offered on a wrap fee basis, in either a discretionary or a non-discretionary relationship. This means that one fee is charged that includes investment advisory services, custodial services, sponsorship and brokerage execution, including commissions. We receive a portion of the fee for our services. Generally, when you make changes to your account you are entering into an amended IAA by signing a revised Statement of Investment Selection. However, you will be able to make changes to your advisory account through a revised Statement of Investment Selection without your signature in the following scenarios; (i) an increase or decrease in your program fee, (ii) a change to your risk profile and/or model or Model Provider, and (iii) a change from your current advisory Program account to a different Program, excluding a change to the AMP, FMP or UMP Program if your account is not currently in one of these Programs. You will be provided with a copy of the revised Statement of Investment Selection as well as any additional disclosures. U.S. Bancorp is the parent company of U.S. Bank, National Association and USBI. AMG is part of U.S. Bank, National Association, which is an affiliate of USBI. AMG creates and maintains model portfolios for use in certain Program accounts. In addition, AMG makes available asset allocation guidance to USBI financial advisors in the ongoing management of certain Program accounts. USBI pays AMG a flat fee for their guidance; however, this fee is not passed through to clients. AMG model portfolios are utilized in managing your account in the USBI Managed Portfolios Program and are also an option in UMP and Guided UMA Program accounts. Please review the AMG Model Portfolios section for important information regarding model portfolios provided by AMG. We make reasonable efforts to invest client assets in the least expensive share class that is made available to our firm and for which all our Wrap Program accounts are eligible, which in most cases, will be an advisory share class that does not have a sales charge. If we utilize a share class that charges 12b-1 fees, we will credit those 12b-1 fees to you. The share classes of mutual funds available through the Programs will not necessarily be the least expensive share classes and will depend on our vendor’s agreement with the mutual fund companies and their affiliates. Other mutual funds and share classes have different charges, fees, and expenses, which at times will be lower than the charges, fees, and expenses of the mutual funds and share classes we make available through the Programs. These other mutual funds and share classes may be available through other financial intermediaries or directly from the mutual funds themselves. Because each share class of a mutual fund with multiple share classes generally invests in the same portfolio of assets, an investor who holds a less-expensive share class of the mutual fund will pay lower fees and expenses over time – and earn higher investment returns – than an investor who holds a more expensive share class of the same mutual fund. Although mutual funds typically offer multiple share classes, each with different levels of fees and expenses, we generally choose a single share class of each mutual fund for our Wrap Program. From time to time, mutual funds offer new share classes with lower fees or expenses or change the investment minimums or other restrictions for certain share classes. Where this occurs, we will determine, at our own discretion, whether and in what manner to offer those share classes in the Programs. When we designate a new (lower cost) share class to be used in our Programs, we will seek to convert the share class then held by our accounts into the newly designated share class, in each case without seeking client approval. We also review accounts periodically for any mutual fund positions that have been transferred in 17  for conversion to a lower share class as explained above. However, our success in effecting such conversions will depend entirely on the willingness of each mutual fund company, Model Provider, Sub- Account Manager and/or Sub-Adviser (when applicable) to cooperate with us in effecting a conversion that does not otherwise trigger tax consequences for our account holders. As a result, it is possible that accounts that utilize a Model Provider, Sub-Account Manager and/or Sub-Adviser will include mutual fund share classes that differ from those in other Program accounts and are not consistent with our share class selection practices. Our financial advisors do not have an incentive to recommend or select share classes that have higher expense ratios because their compensation is not affected by the share class selected. Certain securities, such as U.S. Bancorp stock, First American Funds and primary offerings underwritten by USBI, are prohibited in accounts where USBI or a USBI financial advisor has discretion and an unaffiliated Model Provider and/or Sub-Account Manager is not utilized. However, in accounts where such unaffiliated Model Providers and/or Sub-Account Managers are utilized, the Model Providers and/or Sub- Account Managers may recommend those securities for purchase in your accounts. When a USBI financial advisor has discretion, they have the authority to determine the securities and amount to be bought/sold. In the USBI Firm Discretionary Program, USBI has the discretion to implement AMG’s instructions. Consistent with our policies and as a best practice, USBI, including financial advisors, strives to balance fair and equitable allocation with best execution in trade allocations to client accounts. In certain circumstances, you will work with a team of financial advisors in the opening and managing of your Program account. Generally, you will open the account with one financial advisor, who will explain this team model approach and what to expect in the future with your Program account. At the appropriate time, you will be introduced to another financial advisor team member who will assume responsibility of your account, including any account reviews that are completed. ____________________________________________________________ Performance-Based Fees and Side-By-Side Management We do not use a performance-based fee structure. As previously explained, our fees are based on a percentage of assets managed. ___________________________________________________________ Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategy Your personal investment strategy is based on the objectives you discuss with your financial advisor and may be different for each of your accounts. Investment strategies may include asset allocation, long-term purchases, short-term purchases, trading, and other strategies your financial advisor will discuss with you. It is important to keep your financial advisor updated when any of your information changes so your goals and objectives can be updated accordingly. Financial advisors have access to a variety of tools that help them determine your investment objectives, time horizons and other factors. These tools help your financial advisor reach an investment strategy based on your individual needs. In addition, financial advisors have access to information from third-party providers of research services. In accounts in which your financial advisor has discretion, such as the AMP, FMP or UMP Programs, financial advisors are not required to follow any specific research and may, when you authorize discretion, take positions for your account that contradict the research issued by these third- party providers of research services. Information regarding AMG’s methods of analysis and investment strategies can be found in the AMG Model Portfolios section. 18  As a normal course of business, the investment portfolios offered by us are wrap fee accounts. However, based on individual circumstances, such as the level of trade activity, it may be in your best interest to use an account that is outside of this strategy and move to a brokerage account and pay commissions per trade. Investing in Securities Involves Risk All securities and investment strategies carry some level of risk. You may lose money as the value of the security fluctuates. You should be prepared to bear the risk for each type of security in which you invest, including the possibility of losing some or all of your invested money. Thinking about long-term investment strategies and tolerance for risk can help determine what type of investment is best suited for you. Keep in mind past performance of securities is not a reliable indicator of future performance. Depending on the types of securities you invest in, you may face some of the following investment risks: • Interest Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less appealing, causing their market values to decline. • • Market Risk: Prices of an equity, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This risk can be caused by things independent of the security’s underlying circumstances. Political, economic and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, your dollar today will have less purchasing power than it will tomorrow because it is eroding at that rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Fixed Income Risk: Portfolios that invest in fixed income securities are subject to several general risks, including interest rate risk and market risk. These risks may occur from fluctuations in interest rates, a change to an issuer's individual situation or industry, or events in the financial markets. • Structured Products Risk: These products, which are generally only allowed in Advisor Select accounts, often involve a significant amount of risk and may only be appropriate for our clients who can carry such risk. Those clients should carefully read and consider the product's offering documents, as they are often based on derivatives. Structured products are intended to be "buy and hold" investments. • Small and Mid-Cap Risk: Stocks of small or emerging companies may have less liquidity than those of larger, established companies and may be subject to greater price volatility and risk than the overall stock market. • Diversification Risk: Investments that are concentrated in one or few industries or sectors may involve more risk than more diversified investments, including the potential for greater volatility. • Trade Delay Risk: Reasonable efforts will be used to execute trade orders on the day they are received. However, for various reasons including delays in submitting trade requests, market volatility, peak demand or systems upgrades or maintenance, there could be delays in the amount of time it takes to direct trades to the executing broker-dealer, for the broker-dealer to place the trades and for the trades to be executed. Trade requests cannot be guaranteed to be processed the same day. Any such trade delays could reduce, perhaps materially, the profit client gains from the transaction or could cause a material loss. In any such case, USBI shall not be liable for a reduction in gains or a material loss. • Technology and Cybersecurity Risk: Cybersecurity risk is the risk of potential harm or loss of information security as a result of breaches or attacks on technology and technology infrastructure. Cyber incidents can result from deliberate attacks or unintentional events and may include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption. These risks also apply to other vendor relationships with whom USBI interacts as necessary to service your accounts. USBI does not have direct control of the cybersecurity programs of these vendors. USBI technology 19  infrastructure is maintained by our parent company U.S. Bancorp and subject to robust information security policies, including USBI’s own policies. U.S. Bancorp and USBI have established business continuity plans and risk management systems designed to reduce the risks associated with cybersecurity breaches. ____________________________________________________________ Voting Client Securities As a matter of policy, in Advisor Select, Managed Account Strategies and FMP accounts we do not vote proxies on your behalf. We provide no advice to you for specific voting issues. Generally, you retain sole responsibility for voting. You will receive proxies and other company solicitations for the securities you own from the custodian or transfer agent. However, for the UMA Program, in which Envestnet has discretion, proxy voting will be handled by Envestnet unless you direct otherwise. You may obtain a copy of the appropriate proxy voting policy upon request and without charge. For AMP, UMP, USBI Managed Portfolios and Guided UMA accounts, the IAA you enter into with USBI by signing the Statement of Investment Selection authorizes USBI to vote proxies with respect to securities held in your account. We do not permit you to direct particular votes once you have granted USBI discretionary voting authority. We will vote proxies in accordance with our established policies and procedures, which were created to reasonably ensure that votes cast are in the client’s economic interest. Subject to exceptions as noted below, it is our policy to vote client shares based on the recommendations of Glass-Lewis & Co. Glass-Lewis & Co. is an independent third-party research provider that issues recommendations based on their own internal guidelines. Relying on Glass-Lewis & Co. recommendations assists our firm in limiting the possible conflicts of interest between USBI and our clients. In addition, for accounts for which USBI acts with voting authority, it engages an independent fiduciary to vote the proxies of certain securities for which an independent voting party is desirable to address potential conflicts of interest. USBI selects independent fiduciaries to address conflicts at its discretion. Currently, USBI delegates to Glass-Lewis & Co. to vote proxies as an independent fiduciary consistent with voting guidelines selected by USBI. If you hold similar securities elsewhere, or with an affiliate, it is possible that a given proxy vote for your account with us could differ from the vote on an account held elsewhere. In certain circumstances, Glass-Lewis & Co. does not provide a recommendation for voting, as some proposals require special consideration or the firm to make a decision on a case-by-case basis. In these cases, USBI will abstain from voting. All votes will be cast using the electronic voting platform of ProxyEdge, a third-party service provider offered by Broadridge Financial Solutions, Inc. USBI has engaged the ProxyEdge services for vote execution and record keeping. You may obtain a copy of our Proxy Voting policies and procedures upon request. If you have questions regarding voting proxies in general or wish to obtain information concerning how securities in your account were voted, please contact your financial advisor. Voluntary Corporate Reorganizations and Other Legal Notices In Advisor Select accounts you will retain the right to make an election for voluntary corporate reorganizations. In UMA, UMP and Guided UMA accounts, the Model Provider, Sub-Account Manager or AMG will make the election, although you may still receive notification on an informative basis. For all other Program accounts, you will retain the right to make an election, however your financial advisor, the Model Provider or AMG may override that election. If you have any questions, please contact your financial advisor. For all Wrap Program accounts, USBI does not act on your behalf in any class actions and therefore you will retain the right to participate in such actions. 20  Item 7 Client Information Provided to Portfolio Managers You and your financial advisor will discuss your objectives, risk tolerance, anticipated contributions and withdrawals, the importance of liquidity, income, growth, and safety of principal, as well as any reasonable restrictions that you may wish to impose on your account. If applicable to the Program(s) you choose, relevant information including your investment strategies or allocations will be shared with the Sub-Account Managers of the Program you choose. You should tell your financial advisor immediately of any significant change in your financial circumstances. You will be asked if you wish to change any investment instructions on your account. This information may also be shared with your account Sub-Account Managers. Item 8 Client Contact with Portfolio Managers If you need to contact your Sub-Account Manager(s), it is preferred that you do so through your financial advisor. Additional Information Item 9 ____________________________________________________________ Disciplinary Information The disciplinary event listed below is related to the activities of USBI acting in our capacity as an investment adviser. Mutual Fund Share Class Selection Practices SEC alleged the following violations: Investment Advisers Act of 1940 (“Advisers Act”) Sections 206(2) and 206(4), and Rule 206(4)-7 USBI did not: • Seek best execution for client mutual fund transactions by recommending share classes that charged 12b-1 and shareholder servicing fees when a share class with a more favorable value was available. • Adequately disclose the conflicts of interest related to (a) receipt of 12b-1 fees and shareholder servicing fees and (b) selection of mutual fund share classes that pay such fees. • Adopt and implement written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder related to disclosure of conflicts of interest under mutual fund share class selection and making mutual fund share class recommendations that were in the client’s best interest. This disciplinary action from the SEC is related to our mutual fund share class selection practices and receipt of shareholder servicing and 12b-1 fees during the period of October 2012 through November 2017. During this time, we recommended and purchased mutual fund shares for clients that charged 12b-1 and shareholder servicing fees instead of the lower-cost share classes of the same funds that were available. In addition, disclosure of the conflict of interest related to these fees and our selection of these share classes was inadequate. We began rebating 12b-1 fees on all non-qualified accounts beginning in February 2016 (we were already rebating 12b-1 fees in qualified accounts), and in December 2017 we initiated the process of converting existing mutual fund positions to the lowest-cost share class available on our platform. In March 2018 we enhanced our disclosure language related to our receipt of 12b-1 fees and shareholder servicing fees. All impacted advisory clients were notified of the settlement terms within 30 days of the SEC order. We submitted an Offer of Settlement to the SEC and agreed to the following sanctions under the SEC Order dated June 1, 2020: • Cease and desist from committing or causing any violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. • Censure. • Pay disgorgement and prejudgment interest of $15,992,441 to affected advisory clients. 21  • Pay a civil penalty of $2.4 million to the SEC. On June 5, 2020, we paid the civil penalty of $2.4 million to the SEC and deposited $15,992,441 into an escrow account. The disciplinary events listed below are related to the activities of USBI acting in our capacity as a broker- dealer. Unit Investment Trusts FINRA alleged the following rule violations: NASD Rules 3010(a) and 3010(b) FINRA Rule 2010: USBI failed to: • Identify and apply sales charge discounts to certain customers’ eligible purchases of Unit Investment Trusts (UITs). • Establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure customers received sales charge discounts on all eligible UIT purchases. • Effectively inform and train registered representatives and supervisors to ensure that representatives followed these procedures and identified and applied all applicable discounts. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations described above. Without admitting or denying the findings, we agreed to a censure and fine of $150,000, and to pay $144,456 in restitution to customers. The terms of the Acceptance, Waiver & Consent were accepted by FINRA on 2-19-16. The firm has paid restitution to all affected customers and the fine was paid on 2-25-16. Mutual Fund FINRA alleged the following rule violations: NASD Rule 3010 FINRA Rules 3110 and 2010: USBI failed to: Identify and apply available sales charge waivers to eligible retirement accounts. • • Adequately notify and train financial advisors regarding the availability of mutual fund sales charge waivers • Maintain adequate written policies or procedures to assist financial advisors in determining the applicability of sales charge waivers. • Reasonably supervise the application of sales charge waivers to eligible mutual fund sales. • Adopt adequate controls to detect instances in which mutual fund sales charge waivers were not applied. We self-identified and subsequently self-reported to FINRA the failure to identify and apply sales charge waivers to eligible customers. We promptly established a plan of remediation for eligible customers and took action to correct the violative conduct. Additionally, we employed subsequent corrective measures, prior to detection or intervention by a regulator, to revise our procedures to avoid a recurrence of the misconduct. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations described above. Without admitting or denying the allegations, we agreed to a censure and to pay $100,401 in restitution to customers. The terms of the letter of Acceptance, Waiver & Consent were accepted by FINRA on 4-20-16. Electronic Communications Record-Keeping SEC alleged the following violations: Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. 22  On February 9, 2024, the Securities and Exchange Commission (“SEC”) issued a settled administrative order finding that U.S. Bancorp Investments, Inc. (“USBI”) violated Section 17(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17a-4(b)(4) thereunder, which require broker-dealers to preserve for at least three years originals of all communications received and copies of all communications sent relating to its business as such. In addition, the SEC found USBI failed to reasonably supervise its employees within the meaning of Section 15(b)(4)(E) of the Exchange Act. USBI paid a fine of $8,000,000 on February 13, 2024, and agreed to comply with certain undertakings, including the retention of an independent compliance consultant to review policies and procedures related to electronic communications. ____________________________________________________________ Other Financial Industry Activities and Affiliations We are an affiliate of U.S. Bank, National Association, a national bank providing traditional banking and trust services. Our financial advisors and other personnel are registered with FINRA under our broker- dealer. In addition to providing financial advice to clients, some financial advisors offer insurance and investment products through our broker-dealer. We are also an affiliate of U.S. Bancorp Advisors, a broker dealer and investment adviser registered with the SEC and a member firm of FINRA. Financial advisors may refer clients who request portfolio management and trust services to our affiliates. In certain instances, there will be an arrangement in place under which the financial advisors receive credit towards their revenue, which creates a conflict of interest. Some clients will incur additional charges for such services provided by affiliates. In non-qualified Advisor Select, Guided UMA and Managed Account Strategies accounts, USBI utilizes First American Money Market Funds, mutual funds that are advised by U.S. Bancorp Asset Management, Inc., an affiliate. Mutual funds, including First American Money Market Funds, charge their own management and other fees as set forth in the fund’s prospectus. Because First American Money Market Funds are managed by an affiliate of USBI and the affiliate of USBI earns a management fee, USBI has a conflict of interest with respect to these funds; USBI has a financial incentive to increase the allocation of cash in the account. The fact that USBI financial advisors do not share in the management fee earned by the First American Money Market Funds, and USBI monitors accounts for excessive cash concentrations, mitigates this conflict of interest. In certain Program accounts, financial advisors have the option to utilize guidance provided by AMG, a division of U.S. Bank. As previously mentioned, Envestnet will monitor and execute due diligence and risk analysis of AMG and their model portfolios. USBI will pay AMG a flat fee for their services, but this fee is not passed through to clients. Financial advisors who choose to utilize AMG model portfolio guidance can customize the model as appropriate to address individual client circumstances. Financial advisors who seek guidance from AMG may or may not choose to implement the guidance received. In other Program accounts, AMG model portfolios are available for use. For USBI client accounts managed in accordance with AMG model portfolios, AMG acts in a role similar to that of a Model Provider (although AMG is not a registered investment adviser), and Envestnet, pursuant to a services and sub-license agreement with USBI, performs administrative and/or trade order implementation duties. Please review the AMG Model Portfolios section for important information regarding model portfolios provided by AMG. Financial advisors do not receive any additional compensation for the use of AMG guidance, which helps to mitigate any conflicts of interest. Brokerage Practices For most of our Programs, USBI’s broker-dealer division will execute trades on behalf of our advisory clients. We do not require you to direct us to execute transactions through a specific broker. In instances where you designate the use of other brokers to execute transactions, you may bear the third-party costs and transactions fees that arise from the use of a broker-dealer other than USBI, or costs attributable to 23  dealer mark-ups, mark-downs or ”spreads”. When you direct brokerage to other broker-dealers, we may not be authorized to negotiate commissions and we may not be able to obtain volume discounts or best execution. Step-Out Trading When fixed income Sub-Account Managers are utilized, trades are directed to USBI for liquidations of fixed income securities only. Primary trading will be conducted on a step-out basis with an external executing broker-dealer. Additional information regarding step-out trades can be found in our Step-Out Trading Disclosure that is provided to you and is available upon request with your financial advisor. Custody For all Program accounts, assets will be held by USBI as a brokerage custodian. In our capacity as custodian, we will provide periodic account statements which you should thoroughly review. Order Aggregation Although each of our accounts is individually managed, there may be times when we aggregate our transactions in order to achieve a trade minimum. In most instances, transactions for client accounts are traded separately from other clients. Best Execution Consistent with our policies and as a best practice, financial advisors strive to balance fair and equitable allocation with best execution in trade allocations to client accounts. A sampling of trades for our advisory clients is reviewed monthly by a best execution committee as part of USBI best execution review. This committee reviews the overall execution quality of those sampled trades. The review is documented and maintained with our records. Order Routing; Remuneration We may route orders for execution to third party broker-dealers, who may act as market maker or manage execution of those orders in other market venues. We may also route orders directly to all major exchanges and alternative trading systems, including ECNs (electronic trading networks). We consider a number of factors in evaluating execution quality among markets and firms, including execution price and opportunities for price improvement (i.e., when an order is executed at a price more favorable than the displayed national best bid or offer), market depth and order size, a security’s trading characteristics, execution speed and accuracy, the availability of efficient and reliable order handling systems, liquidity and automatic execution guarantees, service levels, and the cost of executing orders at a particular market or firm. We do not receive remuneration such as liquidity or order flow rebates from a market or firm to which we route brokerage account orders. Soft Dollars We do not directly participate in any soft dollar arrangements. We will at times benefit indirectly from affiliates engaged in soft dollar arrangements with other broker-dealers for research services. For instance, AMG may have arrangements in place for research services connected to their model portfolios made available in various Programs. As this benefit is not directly received by USBI, we do not have any formal arrangements and/or agreements with other broker-dealers for these services and do not charge our clients in connection with these services. Principal and Agency Cross Transactions USBI does not execute transactions in a principal capacity for investment advisory accounts. The only exceptions to this are when the investment advisory client wishes to dispose of a worthless security for tax purposes and/or fractional shares held in the account. In these cases, USBI will accommodate the client 24  and purchase the securities as principal into its own account for a nominal amount or at market value if a price is available. USBI will disclose to clients in writing before the completion of each transaction the capacity in which it is acting and obtain the client’s consent to the transaction. Agency cross transactions are prohibited in investment advisory accounts. ____________________________________________________________ Code of Ethics All USBI investment adviser employees are subject to the USBI Investment Adviser Code of Ethics (“the Code”). We understand that our business is built on trust – trust between you and us, our business partners, our vendors and service providers, and one another. The Code covers a wide range of business practices and procedures for carrying out each employee’s responsibilities on our behalf and observing the highest standards of ethical conduct. Our employees must conduct themselves according to these standards and must seek to avoid even the appearance of improper behavior. Our employees receive the Code when they are hired and are responsible for reviewing the Code annually and for acting in compliance with the Code. In addition to the Code, all our employees also agree to abide by the U.S. Bank Code of Ethics and Business Conduct. It represents the guiding values of our organization and helps instill ethically sound behavior and accountability among all our employees. Every employee certifies compliance with these standards annually. We will provide copies of both upon request. ____________________________________________________________ Participation or Interest in Client Transactions, Margin and Lending, Personal Trading and Trade Errors Participation or Interest in Client Transactions As a matter of practice, we make investments in various securities for our benefit, but these securities are not offered to our retail clients. There is no discussion that occurs between our traders who handle our client orders and the traders that handle our business, because we consider that self-dealing. As such, we generally do not trade securities with you on a principal basis without your consent. Should a situation arise that an investment made for our benefit was considered appropriate for retail clients, the investment would go through a rigorous due diligence process to ensure it was an appropriate investment. Also, your risk tolerance would need to be matched with the risk of the investment. Margin and Lending We may, from time to time, approve margin on an exception basis when requested by a client or for use in specialized strategies available in non-retirement Advisor Select accounts. Using margin in a non-retirement Program account is considered a more aggressive, higher risk approach to pursuing your investment objectives. Before you decide to use margin in your non-retirement Program account, you must carefully consider: • Whether or not you can afford, and want, to assume the additional risks that losses in your account may be significantly greater than if you decide not to invest with borrowed funds. • • That the use of leverage will increase your costs of investing, as well as your risks, and depending upon the return achieved through the use of margin, may make your investment objectives more difficult to realize. If we provide a margin loan to you, you will pay us interest on the outstanding loan balance. Since the program fee is calculated as a percentage of assets under management, the use of margin to purchase securities will generally increase the amount of (but not the percentage of) the program fee that you pay to us. This will result in additional compensation to us, your financial advisor and Envestnet. 25  The decision to use leverage in a Program account rests with you and should only be made if you understand: • The risks of margin borrowing and the impact of the use of borrowed funds as it relates to leverage • How the use of margin may affect your ability to achieve investment objectives • You may lose more than your original investment • You may not benefit from using margin in a Program account if the performance of your account does not exceed the interest expense being charged on the loan plus the additional Program account fees incurred by your account as a result of the deposit of loan proceeds. You should also understand the risks of default. Clients with margin accounts may need to deposit additional cash or collateral or repay all or part of the margin loan if the value of the portfolio declines below the required loan-to-value ratio. Failure to promptly meet a request for additional collateral or repayment or other circumstances (i.e. a rapidly declining market) could cause us to liquidate, at our discretion, some or all of your funds to meet the margin loan requirements. Depending upon market conditions, the prices obtained for the securities may be less than favorable. Liquidations may impact your long-term investment objectives and may result in adverse tax consequences. Neither USBI nor its financial advisors will act as your investment adviser with respect to the liquidation of securities held in an advisory account to meet a margin call. As creditors, USBI or its affiliates may have interests that are adverse to you. Liquidations will be executed in our capacity as a broker-dealer and creditor and may, as permitted by law, result in executions on a principal basis in your account. Personal Trading Our Code of Ethics prohibits use of material non-public information and regulates personal securities trading by employees. From time to time, financial advisors and other employees of ours may purchase securities for their personal accounts that are available to our clients. These financial advisors will not compete with clients in connection with such transactions. Our financial advisors’ personal trading accounts are monitored so that you are treated fairly, and the securities purchased for you are done so prior to a financial advisor personal transaction. Trade Errors It is USBI policy that if there is a trade error for which USBI is responsible, trades will be adjusted or reversed as needed in order to put the client’s account in the position that it would have been in as if the error had not occurred. Errors caused by USBI advisors or USBI will be corrected at no cost to client’s account, with the client’s account not recognizing any loss from the error. The client’s account will be compensated for any losses incurred as a result of any such error. If the trade error results in a gain, the gain may be retained by USBI, but such gain is not given to or shared with any USBI Advisors or USBI associate. For ERISA covered accounts, this gain is considered additional compensation for ERISA Section 408(b)(2) purposes. ____________________________________________________________ Review of Accounts We have various policies and procedures applicable to the review and supervision of client accounts in our Wrap Program. Those policies are designed to comply with the requirements of the Investment Advisers Act of 1940, and where applicable, ERISA and other applicable rules and regulations. 26  When you open your account, a review is performed by a USBI Supervisory Principal to help ensure consistency with program guidelines and the information you provided is related to your financial situation, risk tolerance and objectives. Subsequently, your financial advisor will review your accounts with you within 13 months of the previous review. During this review, the financial advisor may recommend changes in that reflect the changing needs of your situation, including whether an advisory account continues to be appropriate for you. USBI Supervisory Principals monitor managed accounts and various account attributes as applicable to your specific program including, but not limited to, trading activity, variance between the account allocation and your risk profile, security concentration, and alignment with your investment goals and objectives. At any time, you need to inform us of any changes in your financial condition, goals or objectives that would affect the management of your account. If it is determined by USBI that your account would be better suited for a brokerage account under our broker-dealer, we will end our advisory relationship and change your account to a brokerage account upon written notice to you. Finally, your account will be reviewed upon your request at any time. If you have questions about your account, contact your financial advisor, who is reasonably available to consult with you or USBI using the contact information provided to you on your statements or Form ADV Part 2B. We offer a detailed consolidated quarterly investment performance evaluation report. In addition, you will receive a periodic brokerage statement from the custodian reflecting all the holdings and activity in your account during the previous month, unless you specify otherwise. We urge you to compare our reports with the statements received from the custodian. ____________________________________________________________ Client Referrals and Other Compensation Financial advisors and other USBI employees are eligible to receive compensation for referrals made to our affiliates. Employees of our affiliates are eligible to receive compensation for referrals made to USBI. The referral fees paid to employees do not entail an additional cost to clients. From time to time, we offer an incentive program to our financial advisors to encourage an increase in assets under management or an increase in sales. These programs include sales awards such as trips or other prizes (or an increase in the percentage of your fee the firm pays/remits to the financial advisor). In addition, some financial advisors are eligible for other compensation upon joining our firm. This could include an upfront cash advance subject to a repayment agreement, one or more backend bonuses, or both. We also have solicitation arrangements under which either we and/or our financial advisors receive compensation for referring clients to a third party who will provide investment advisory or other services to the client. The compensation we receive is usually a portion of the advisory fee the third party receives from its clients. It is our practice to disclose to the client being referred the terms of the arrangement, including the maximum compensation payable to us and/or our financial advisors or a third party, as the case may be. In certain Program accounts, a portion of the financial advisors’ compensation is based on products and services provided directly to you by our bank affiliate, U.S. Bank. We will utilize a third-party award from J.D. Power on a periodic basis in marketing our products and services. 27  Compensation Received as a Broker-Dealer As a custodian we receive 12b-1 fees from certain mutual funds in which clients are invested. The 12b-1 fees are additional fees used for promotion, distribution, and/or marketing expenses of the mutual fund’s shares. Mutual funds and ETFs charge their own management fees and 12b-1 fees. All accounts custodied with us will be credited with the amount of any 12b-1 fees received by us. We believe the rebating of 12b- 1 fees mitigates the conflict of interest these payments would otherwise present. While providing services to the account, we also receive networking rebates from certain mutual fund companies. Networking rebates are payments by the mutual fund companies to USBI to help offset our Network Level 3 processing expenses for recordkeeping, tax reporting, disclosure mailings and other activities. These amounts are paid pursuant to agreements between USBI and the mutual fund companies. The networking rebates vary by mutual fund company but are generally based on the number of accounts in the particular fund. The networking rebates range from $1 to $5 per year/per account invested in the fund. Not all mutual fund companies pay these amounts. These networking rebates present a conflict of interest because they provide an incentive for USBI to recommend mutual funds that pay networking rebates. Our financial advisors do not share in revenue from networking rebates, which mitigates the conflict of interest that they represent. Shareholder service fees support costs for delivering client statements, confirmations, tax forms, prospectuses, proxies and other shareholder related back office processes such as recordkeeping, escheatment, and call-center support (collectively “shareholder services”). These shareholder servicing fees vary by mutual fund company and by fund and are based on the amount of assets held in USBI client accounts. We have a clearing arrangement with Charles Schwab & Co., Inc. (“Schwab”) whereby Schwab maintains an omnibus account with certain mutual fund families for USBI on behalf of USBI clients. Under the clearing arrangement, Schwab provides clearing services for nearly all funds. USBI pays Schwab a fee for the clearing service. For brokerage assets, Schwab passes through the shareholder service fees it receives to USBI. For advisory assets, in lieu of passing the shareholder servicing fees Schwab receives to USBI, Schwab reduces the amount of their fee charged for clearing services to USBI on a dollar for dollar basis. Both arrangements create a conflict of interest because they provide USBI an incentive to favor funds that provide higher compensation in fees to Schwab, resulting in either a payment to USBI or a greater deduction for USBI from Schwab. Our financial advisors do not receive any portion of shareholder service-related compensation received by USBI. We also have a limited number of agreements direct with mutual fund companies (including First American Funds, an affiliate) to receive shareholder servicing payments. These shareholder servicing payments do not apply to any assets in money market funds used in the Sweep Program. Your account may or may not hold these mutual funds. Our financial advisors do not share in revenue from shareholder servicing fees (either through Schwab or directly), which mitigates the conflict of interest that they represent. The shareholder servicing fees generally range from $14-$25 per position/CUSIP or between 0-100 basis points. As a normal course of business, we use load waived or no-load funds. You always have the option of purchasing the investments through other broker-dealers or agents not affiliated with us. We do not charge additional commissions or markups in the Wrap Program. Related-Party Compensation U.S. Bancorp Asset Management, Inc. (“USBAM”) is an affiliate of ours and is the adviser to the First American Money Market Funds. We have entered into a shareholder services agreement with USBAM in which they pay us for certain shareholder services we provide to our clients invested in the First American Money Market Funds. The amount of these payments ranges from 0.00% to 0.15% of the average daily 28  balances held in the First American Money Market Funds, depending on the share class, and they can be waived at USBAM’s discretion. We receive these payments in addition to any sales charge payments and distribution fees described in the prospectuses and statements of additional information for the First American Money Market Funds. This creates a conflict of interest to use these affiliated funds and to increase the allocations to cash in accounts. These shareholder servicing payments do not apply to any assets in money market funds used in the Sweep Program. At any time USBI may choose not to receive, or USBAM may choose to suspend, payment of the shareholder servicing fees if agreed to by both parties. Product Partner Arrangements USBI has entered into agreements through which certain firms (our approved “Product Partners”) provide financial contributions to USBI, which are used to support the marketing of their products, training and education of our financial advisors about their products, and other purposes. In addition, approved Product Partners have access to our financial advisors and our affiliate, U.S. Bancorp Advisors, distribution network communications, and opportunities to participate in corporate marketing and training functions. In recent years, the annual lump sum payments from Product Partners range from $0 to $120,000. The annual lump sum payment is generally based on the nature of our total relationship with that Product Partner, which includes advisory accounts, and is based on the type and number of products offered. Please note that advisory accounts are not considered for the purpose of determining any Product Partner payments that are based on the amount of purchases or investments in a Product Partner product. These amounts are paid to USBI; our financial advisors do not directly receive any portion of this compensation. USBI has entered into an arrangement with our affiliate, First American Funds, where First American Funds has similar access to our financial advisors as our other Product Partners, however USBI does not receive any form of payment under this arrangement. This arrangement creates a conflict of interest. Occasionally Product Partners, including First American Funds, and other vendors reimburse expenses or pay directly for our financial advisors to attend training and educational seminars and conferences. In addition, USBI employees may receive promotional items of diminutive value, meals or entertainment or other non-cash compensation from Product Partners and other vendors, subject to applicable regulatory limits and reporting requirements. A conflict of interest exists when we are paid more from a Product Partner if you purchase one type of product instead of another. A conflict of interest also exists if one Product Partner provides more in financial payments over another. We receive compensation or other benefits from selling such products. We and our affiliates provide banking, trust and custody, trading and/or other services (“Ancillary Services”) to some of our Product Partners. Our Product Partners include mutual fund, annuity, insurance and other companies that provide products or services you receive, and that we may recommend. The fact that we or our affiliates receive financial benefit for providing Ancillary Services to Product Partners presents a conflict of interest for us, however, these relationships do not factor into our decision to enter into a Product Partner arrangement. Our financial advisors do not share in revenue from these Product Partner relationships, which mitigates the conflict of interest that they represent. Recommendation-Related Conflict Mitigation We are committed to serving your interests first, so we have adopted policies reasonably designed to control and limit the various potential conflicts of interest as described above. The policies require financial advisors to recommend products and services based only on their appropriateness in meeting your investment goals. The policies prohibit the payment of any fees to, or revenue sharing with, financial advisors. In addition, payments must be made by the Product Partner by wire transfer or check, and policies prohibit the acceptance of these payments in the form of direct or indirect investment portfolio commissions of the product sponsor. ____________________________________________________________ Financial Information We have no financial condition that is likely to impair our ability to meet contractual commitments to clients. 29 

Item 1 Cover Page Firm Brochure for Financial Planning Services (Part 2A of Form ADV) U.S. Bancorp Investments, Inc. 60 Livingston Avenue St. Paul, Minnesota 55107 800-888-4700 https://www.usbank.com/wealth-management.html This brochure provides information about the qualifications and business practices of U.S. Bancorp Investments, Inc. (referred to as “we”, “us” or “USBI” throughout this document) and our financial planning services that you should consider before becoming a client of this service. If you have any questions about the contents of this brochure, please contact us at 800-888-4700. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about USBI is available on the SEC’s web site at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for USBI is 17868. USBI is a registered investment adviser. However, that registration does not imply a certain level of skill or training. March 28, 2025 1  Item 2 Material Changes This section describes the material changes to our Financial Planning Services since the last annual amendment of our Form ADV on March 22, 2024. • Disciplinary Information Update – Details of the payments made by USBI in response to the June 1, 2020 SEC Order have been added. This information can be found in the Mutual Fund Share Class Selection Practices section of Item 9, Disciplinary Information. 2  Item 3 Table of Contents Item 1 Cover Page ............................................................................................................. 1 Item 2 Material Changes .................................................................................................. 2 Item 3 Table of Contents ................................................................................................. 3 Item 4 Advisory Business ................................................................................................ 4 Item 5 Fees and Compensation ........................................................................................ 6 Item 6 Performance-Based Fees and Side-By-Side Management ................................... 6 Item 7 Types of Clients ................................................................................................... 6 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................ 6 Item 9 Disciplinary Information ...................................................................................... 7 Item 10 Other Financial Industry Activities and Affiliations ............................................ 9 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................................................. 9 Item 12 Brokerage Practices .............................................................................................. 9 Item 13 Review of Accounts ............................................................................................. 9 Item 14 Client Referrals and Other Compensation.......................................................... 10 Item 15 Custody ............................................................................................................... 10 Item 16 Investment Discretion ........................................................................................ 10 Item 17 Voting Client Securities ..................................................................................... 10 Item 18 Financial Information ......................................................................................... 10 3  Advisory Business Item 4 USBI offers financial planning services as well as other advisory services. This brochure describes only our financial planning services. We also sponsor wrap fee advisory programs, including several managed account programs (collectively referred to as the “Programs”). Our financial planning services and the Programs are designed to help you meet your investment goals and objectives. Descriptions of services and fees for the Programs we offer can be found in separate disclosure documents and are available upon request. Please contact your financial advisor for information on these Programs. We provide a Client Relationship Summary (“Form CRS”, or Part 3 of Form ADV) to retail investors to assist with the process of deciding whether to engage us or our financial professionals, and whether to establish an investment advisory or brokerage relationship. It allows you to gain a better understanding of the nature of the relationship and services you can expect from us in each type of relationship and to compare us to other broker- dealers and investment advisers. Our Form CRS is available upon request and contains information about the types of client relationships and services we offer; our fees, costs, conflicts of interest, and standard of conduct; any reportable legal or disciplinary history for us; and how to obtain additional information about us and our financial professionals. Firm Description USBI is owned by U.S. Bancorp and has been incorporated since 1974. We acquired an entity with an investment adviser that was state registered in 1996 and subsequently became SEC registered in 2007. We are an investment adviser as well as a broker-dealer registered with the SEC. We are a member of the Financial Industry Regulatory Authority, known as FINRA, and also a member of the Securities Investor Protection Corporation, known as SIPC. Financial Planning Services Offered Our financial planning services provide a personalized report to help you assess your financial situation and your ability to achieve specific financial goals. Financial planning is an investment advisory service that creates a fiduciary relationship. This means that we must place your interests above our own. This brochure explains your rights and obligations in providing you with a financial plan. Please read it carefully and keep it for your records. Please note that although we act as your investment adviser in providing a plan to you, this does not affect any other relationship you may have with your financial advisor or USBI. The nature of your existing USBI accounts, your rights and obligations relating to these accounts, and the terms and conditions of any USBI account agreement in effect does not change in any way. Generally, unless you are participating in our advisory program, we will implement securities transactions in our capacity as a broker-dealer. You will be charged any applicable fees for effecting transactions you choose to make, including commissions, a portion of which will be passed to your financial advisor. You should understand that our financial planning service ends upon our delivery of the plan to you, as will the fiduciary relationship that arises from providing you with this service. You may be provided access to an online portal where you can enter data specific to your goals and financial resources, and after plan delivery, make changes to certain variables in your plan to test the impact those changes have on your plan results. Doing so does not change nor should be considered to be advice provided by your advisor. If you would like to have those changes considered, you will need to contact your advisor and request an updated or revised plan. You are not required to open accounts, purchase products, or otherwise transact any business with USBI or any of our affiliates in order to put into action any aspect of your financial plan. If you would like USBI to be involved with helping you develop investment and/or insurance strategies, we would welcome the opportunity to assist you through our brokerage or investment advisory services. Please note that the capacity in which we act when implementing these strategies will depend on, and vary by the nature of your accounts, as will the governing regulatory agency. Any information presented in a financial plan regarding potential tax considerations is not intended as tax advice and should not be relied upon for the purpose of avoiding any tax penalties or payments/liabilities. Neither USBI nor any of its employees provide tax or legal advice and our financial planning services are not intended to provide, and should not be construed, as providing such advice. You should consult with your legal or tax advisors regarding your personal circumstances. 4  You should also understand that a financial plan does not address every aspect of a client’s financial life. Please note that a topic may not be included in your financial plan for a number of reasons (insufficient data provided, separate analysis to be provided, etc.) and such omission does not indicate that the topic is not applicable to your financial situation. Please consult with your financial advisor regarding the specific topics included in your financial plan. Inclusion of Outside Assets in your Financial Plan When we develop a financial plan for you, you may choose to include assets held at other institutions. Given these assets are not held at USBI or any USBI affiliates, we will not be able to verify or ensure the accuracy of information regarding these assets. USBI does not provide advice with respect to your assets at other firms, and we will not assume any liability for your activity at other firms. You may be offered to access an online portal where you can use an account aggregation service to aggregate your account data. Electronic Delivery To the extent permissible by law, we may, with your consent, deliver financial plans, Form ADV disclosure brochures, and other documents and notices related to our services via electronic format. This includes Part 3 of Form ADV (“Form CRS”) delivered to retail investor clients. Qualifications of Financial Advisors Who Provide Financial Planning Services Most of our financial advisors are registered as broker-dealer and investment adviser representatives. We do not impose special requirements (other than the required registrations) for financial advisors who participate in our financial planning services. Services Tailored to Individual Client Needs The following is intended to provide you with a high-level overview of the services that can be provided by a financial advisor at USBI. It is not intended to be a comprehensive explanation of the purpose or the outcomes of each plan. Each plan is designed to meet the individual investment objectives, financial needs and risk tolerance of the client. The planning services provided by our financial advisors require us to collect certain financial information and assess the relative importance of various wealth management topics. Goal Based Analysis Using information that you provide, tools are available that will provide report(s) that analyze a specific goal or goals that you are looking to achieve. Some of the areas that can be reviewed using these reports include retirement analysis, education funding, funding of long-term care needs, estate planning options, income replacement (both permanent and disability), and asset allocation goals. Many of these reports will provide ‘What-If’ modeling (applying potential changes to your existing situation to demonstrate the impact of those changes) within the existing plan. Additionally, each of these tools will allow multiple scenarios to be presented for a side-by-side analysis. Certain aspects of a financial plan may be available to you separately through our broker-dealer affiliate. For instance, we can review your progress toward achieving certain established financial goals through one of our brokerage or investment advisory services. We also have various asset allocation tools that a financial advisor may use to develop a proposed asset allocation appropriate for your needs potentially as a component of the financial plan, through our advisory services, or through the broker-dealer affiliate. Assets under Management Our financial planning services do not include our management of client assets on a discretionary or non- discretionary basis. Our assets under management in wrap fee programs are listed below. Although this information does not apply to our financial planning services, it provides you additional background regarding our activities as an investment adviser. Assets under Management as of 3/1/2025: • Non-discretionary Programs: • Discretionary Programs: $12,523,356,904 $6,773,378,052 5  Item 5 Fees and Compensation Description of Financial Planning Fee At this time, we do not charge a fee for our financial planning services. Please note that we reserve the right to change this policy at any time without additional notice. If you maintain accounts with us, or if we assist you in implementing your financial plan, you will pay asset-based fees, transaction-based charges or commissions, account maintenance fees or other charges depending on the type of account opened. Although you are not obligated to implement your financial plan through us, you may incur such fees whether you implement your financial plan with us or at other financial institutions. Compensation to Financial Advisors Financial advisors receive certain revenue rewards based on their production amount, business mix and net new assets. We reserve the right, at our discretion and without prior notice, to change the methods by which we compensate our financial advisors. Financial advisors are also subject to minimum production thresholds which are not product-specific in nature. Financial advisors not meeting minimum production thresholds may be subject to performance plans or termination. This creates a conflict of interest because a financial advisor may have an incentive to recommend programs or services in an effort to maintain employment. Performance-Based Fees and Side-By-Side Management Item 6 We do not use a performance based-fee structure in our advisory products. Types of Clients Item 7 We advise a wide range of clients, including individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other businesses. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We have contracted for financial planning software with various providers to develop planning strategies. When developing asset allocation strategies for those providers that use our analysis, we provide the vendors with our proprietary allocation recommendations. Based on a client’s determined risk tolerance, one of these specific asset allocation recommendations is presented within the software. You can choose to implement this recommended solution or work with an advisor to further customize a strategy that meets your needs. The proprietary allocation models from USBI are updated on a periodic basis. In developing these propriety allocation models, the following may be considered: • Historical market performance and the relationship of different types of assets invested in combination • with each other. Individual financial objectives and risk characteristics that can impact the structure of a portfolio. This includes an examination (or review) of client perspectives on risk and tax considerations. • Current market and economic trends that could affect the outcome of a strategic asset allocation mix. In addition, Monte Carlo simulations are used to show how variations in rates of return each year can affect your results. Monte Carlo simulation is a mathematical process used to implement complex statistical methods that chart the probability of financial outcomes at certain times in the future. The outcomes presented using Monte Carlo simulation represent only a few of the many possible outcomes and will vary over time. Moreover, since past investment performance and general market conditions may not necessarily be repeated in the future, your financial and/or retirement goals may not be fulfilled by relying on investment decisions that are based on Monte Carlo simulation results. Investment Strategy Your personal investment strategy is based on the objectives you discuss with your financial advisor and may be different for each of your accounts. Investment strategies may include asset allocation, long-term purchases, short-term purchases, trading and other strategies your financial advisor will discuss with you. Since the financial plan is based on information that you provide, the accuracy of the analysis is dependent upon you providing 6  information that is complete and accurate. In the event your circumstances change, impacting your goals and objectives, your financial advisor can develop a new financial plan for you. Investing in Securities Involves Risk If you choose to implement any portion of the financial plan, please be aware that all securities carry some level of risk. You may lose money as the value of the securities fluctuates. You should be prepared to bear the risk for each type of security in which you invest, including the possibility of losing some or all of your invested money. Thinking about long-term investment strategies and tolerance for risk can help determine what type of investment is best suited for you. The results presented in your financial plan are not a guarantee of future returns. Our financial plans describe the basis, limitations and potential risks and you should review disclosures carefully. You should also be aware of possible technology and cybersecurity risks. Cybersecurity risk is the risk of potential harm or loss of information security as a result of breaches or attacks on technology and technology infrastructure. Cyber incidents can result from deliberate attacks or unintentional events and may include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption. These risks also apply to other vendor relationships with whom USBI interacts as necessary to service your accounts. USBI does not have direct control of the cybersecurity programs of these vendors. USBI technology infrastructure is maintained by our parent company U.S. Bancorp and subject to robust information security policies, including USBI’s own policies. U.S. Bancorp and USBI have established business continuity plans and risk management systems designed to reduce the risks associated with cybersecurity breaches. Disciplinary Information Item 9 The disciplinary event listed below is related to the activities of USBI acting in our capacity as an investment adviser. Mutual Fund Share Class Selection Practices SEC alleged the following violations: Investment Advisers Act of 1940 (“Advisers Act”) Sections 206(2) and 206(4), and Rule 206(4)-7 USBI did not: • Seek best execution for client mutual fund transactions by recommending share classes that charged 12b-1 and shareholder servicing fees when a share class with a more favorable value was available. • Adequately disclose the conflicts of interest related to (a) receipt of 12b-1 fees and shareholder servicing fees and (b) selection of mutual fund share classes that pay such fees. • Adopt and implement written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder related to disclosure of conflicts of interest under mutual fund share class selection and making mutual fund share class recommendations that were in the client’s best interest. This disciplinary action from the SEC is related to our mutual fund share class selection practices and receipt of shareholder servicing and 12b-1 fees during the period of October 2012 through November 2017. During this time, we recommended and purchased mutual fund shares for clients that charged 12b-1 and shareholder servicing fees instead of the lower-cost share classes of the same funds that were available. In addition, disclosure of the conflict of interest related to these fees and our selection of these share classes was inadequate. We began rebating 12b-1 fees on all non-qualified accounts beginning in February 2016 (we were already rebating 12b-1 fees in qualified accounts), and in December 2017 we initiated the process of converting existing mutual fund positions to the lowest-cost share class available on our platform. In March 2018 we enhanced our disclosure language related to our receipt of 12b-1 fees and shareholder servicing fees. All impacted advisory clients were notified of the settlement terms within 30 days of the SEC order. We submitted an Offer of Settlement to the SEC and agreed to the following sanctions under the SEC Order dated June 1, 2020: • Cease and desist from committing or causing any violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. • Censure. • Pay disgorgement and prejudgment interest of $15,992,441 to affected advisory clients. • Pay a civil penalty of $2.4 million to the SEC. 7  On June 5, 2020, we paid the civil penalty of $2.4 million to the SEC and deposited $15,992,441 into an escrow account. The disciplinary events listed below are related to the activities of USBI acting in our capacity as a broker-dealer. Unit Investment Trusts FINRA alleged the following rule violations: NASD rules 3010(a) and 3010(b) FINRA rule 2010: USBI failed to: • Identify and apply sales charge discounts to certain customers’ eligible purchases of Unit Investment Trusts (UITs). • Establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure customers received sales charge discounts on all eligible UIT purchases. • Effectively inform and train registered representatives and supervisors to ensure that representatives followed these procedures and identified and applied all applicable discounts. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations described above. Without admitting or denying the findings, we agreed to a censure and fine of $150,000, and to pay $144,456 in restitution to customers. The terms of the Acceptance, Waiver & Consent were accepted by FINRA on 2-19-16. The firm has paid restitution to all affected customers and the fine was paid on 2-25-16. Mutual Fund FINRA alleged the following rule violations: NASD Rule 3010 FINRA Rules 3110 and 2010: USBI failed to: Identify and apply available sales charge waivers to eligible retirement accounts. • • Adequately notify and train financial advisors regarding the availability of mutual fund sales charge waivers • Maintain adequate written policies or procedures to assist financial advisors in determining the applicability of sales charge waivers. • Reasonably supervise the application of sales charge waivers to eligible mutual fund sales. • Adopt adequate controls to detect instances in which mutual fund sales charge waivers were not applied. We self-identified and subsequently self-reported to FINRA the failure to identify and apply sales charge waivers to eligible customers. We promptly established a plan of remediation for eligible customers and took action to correct the violative conduct. Additionally, we employed subsequent corrective measures, prior to detection or intervention by a regulator, to revise our procedures to avoid a recurrence of the misconduct. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations described above. Without admitting or denying the allegations, we agreed to a censure and to pay $100,401 in restitution to customers. The terms of the letter of Acceptance, Waiver & Consent were accepted by FINRA on 4-20-16. Electronic Communications Record-Keeping SEC alleged the following violations: Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. On February 9, 2024, the Securities and Exchange Commission (“SEC”) issued a settled administrative order finding that U.S. Bancorp Investments, Inc. (“USBI”) violated Section 17(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17a-4(b)(4) thereunder, which require broker-dealers to preserve for at least three years originals of all communications received and copies of all communications sent relating to its business as such. In addition, the SEC found USBI failed to reasonably supervise its employees within the meaning of Section 15(b)(4)(E) of the Exchange Act. USBI paid a fine of $8,000,000 on February 13, 2024, and agreed to comply with certain undertakings, including the retention of an independent compliance consultant to review policies and procedures related to electronic communications. 8  Other Financial Industry Activities and Affiliations Item 10 We are an affiliate of U.S. Bank, National Association, a national bank providing traditional banking and trust services. Our financial advisors and other personnel are registered with FINRA under our broker-dealer. In addition to providing financial advice to clients, some financial advisors offer insurance and investment products through our broker-dealer. We are also an affiliate of U.S. Bancorp Advisors, a broker dealer and investment adviser registered with the SEC and a member firm of FINRA. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description All USBI investment adviser employees are subject to the USBI Investment Adviser Code of Ethics (the “Code”). We understand that our business is built on trust – trust between you and us, our business partners, our vendors and service providers, and one another. The Code covers a wide range of business practices and procedures for carrying out each employee’s responsibilities on our behalf and observing the highest standards of ethical conduct. Our employees must conduct themselves according to these standards and must seek to avoid even the appearance of improper behavior. Our employees receive the Code when they are hired and are responsible for reviewing the Code annually and for acting in compliance with the Code. In addition to the Code, all our employees also agree to abide by the U.S. Bank Code of Ethics and Business Conduct. It represents the guiding values of our organization and helps instill ethically sound behavior and accountability among all our employees. Every employee certifies compliance with these standards annually. We will provide copies of both upon request. Participation or Interest in Client Transactions You are not required to have accounts at USBI or implement your financial plan with USBI in order to receive financial planning services. As part of our financial planning services, a financial advisor may provide recommendations as to investment products or securities. To the extent that a financial advisor recommends that a client invest in products that will result in compensation being paid to USBI or the financial advisor, this presents a conflict of interest. In this regard, a financial advisor has a financial incentive to recommend that a financial plan be implemented using certain products over other products. Personal Trading Our Code of Ethics prohibits use of material non-public information and regulates personal securities trading by all employees. From time to time, financial advisors and other employees of ours may purchase securities for their personal accounts that are available to our clients. These financial advisors will not compete with clients in connection with such transactions. Our financial advisors’ personal trading accounts are monitored so that you are treated fairly, and the securities purchased for you are done so prior to a financial advisor personal transaction. Brokerage Practices Item 12 Our financial planning services do not include the review or recommendation of broker-dealers for client transactions. Review of Accounts Item 13 The financial planning services are not considered ongoing advice. We do not review the financial planning analysis, your financial situation or any other matter on an ongoing basis. Our advice is solely contained in the financial planning report that is prepared for you. 9  Item 14 Client Referrals and Other Compensation Client Referrals Financial advisors and other USBI employees are eligible to receive compensation for referrals made to our affiliates. Employees of our affiliates are eligible to receive compensation for referrals made to USBI. Clients do not incur any charges as a result of these referral fees paid to employees. Other Compensation From time to time, we offer an incentive program to our financial advisors to encourage an increase in assets under management or sales. These programs include sales awards such as trips or other prizes (or an increase in the percentage of your fee the firm pays/remits to the financial advisor). In addition, some financial advisors are eligible for other compensation upon joining our firm. This could include an upfront cash advance subject to a repayment agreement, one or more backend bonuses, or both. We also have solicitation arrangements under which either we and/or our financial advisors receive compensation for referring clients to a third party who will provide investment advisory or other services to the client. The compensation we receive is usually a portion of the advisory fee the third party receives from its clients. It is our practice to disclose to the client being referred the terms of the arrangement, including the maximum compensation payable to us and/or our financial advisors or a third party, as the case may be. In certain Program accounts, a portion of the financial advisors’ compensation is based on products and services provided directly to you by our bank affiliate, U.S. Bank. We will utilize a third-party award from J.D. Power on a periodic basis in marketing our products and services. Custody Item 15 If you elect to open an account with USBI to implement all or a portion of the financial plan, assets in the accounts are typically held by USBI as a custodian. We provide periodic account statements which you should thoroughly review. Investment Discretion Item 16 Our financial planning services do not include the management of client assets on a discretionary or non- discretionary basis. Voting Client Securities Item 17 Our Financial Planning Services do not include proxy voting or other legal proceedings services. Financial Information Item 18 We have no financial condition that is likely to impair our ability to meet contractual commitments to clients. 10 

Item 1 Cover Page Automated Investor – U.S. Bancorp Investments, Inc. Wrap Fee Program Brochure (Part 2A Appendix 1 of Form ADV) U.S. Bancorp Investments, Inc. 60 Livingston Avenue St. Paul, Minnesota 55107 866-758-8655 https://www.usbank.com/wealth-management.html This Wrap Fee Program Brochure (this “Brochure”) provides information about the qualifications and business practices of U.S. Bancorp Investments, Inc. (referred to as “we”, “us” or, “USBI” throughout the document). If you have any questions about this brochure’s contents, please contact us at the above phone number. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about USBI also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. USBI’s CRD number is 17868. USBI is a registered investment adviser. However, that registration does not imply a certain level of skill or training. This Brochure is for informational purposes only. It does not convey an offer of any type and is not intended to be, and should not be construed as, an offer to sell, or the solicitation of an offer to buy, any interest in any entity, investment, or investment vehicle. March 28, 2025 1  Item 2 Material Changes This section describes the material changes to our Automated Investor program since the last annual amendment of our Form ADV on March 22, 2024. • Disciplinary Information Update – Details of the payments made by USBI in response to the June 1, 2020 SEC Order have been added. This information can be found in the Mutual Fund Share Class Selection Practices section under Disciplinary Information of Item 9, Additional Information. 2  Table of Contents Item 3 Item 1 Cover Page ................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Table of Contents .......................................................................................................................... 3 Item 3 Services, Fees and Compensation ............................................................................................... 4 Item 4 Account Requirements and Types of Clients ................................................................................ 8 Item 5 Portfolio Manager Selection and Evaluation ................................................................................. 8 Item 6 Advisory Business .................................................................................................................................... 8 Performance-Based Fees and Side-By-Side Management ..................................................................... 9 Methods of Analysis, Investment Strategies, and Risk of Loss ................................................................ 9 Voting Client Securities ........................................................................................................................... 17 Item 7 Client Information Provided to Portfolio Manager ....................................................................... 18 Item 8 Client Contact with Portfolio Managers ....................................................................................... 18 Additional Information ................................................................................................................. 18 Item 9 Disciplinary Information .......................................................................................................................... 18 Other Financial Industry Activities and Affiliations .................................................................................. 20 Code of Ethics......................................................................................................................................... 22 Participation or Interest in Client Transactions, Margin and Lending, Personal Trading, and Trade Errors ...................................................................................................................................................... 22 Review of Accounts ................................................................................................................................ 23 Client Referrals and Other Compensation .............................................................................................. 24 Financial Information .............................................................................................................................. 26 3  Services, Fees and Compensation Item 4 U.S. Bancorp Investments, Inc. (USBI) is owned by U.S. Bancorp and has been incorporated since 1974. We acquired an entity with an investment adviser that was state registered in 1996 and became SEC registered in 2007. We are an investment adviser as well as a broker-dealer registered with the SEC. We are a member of the Financial Industry Regulatory Authority, known as FINRA, and also a member of the Securities Investor Protection Corporation, known as SIPC. We serve as the investment adviser for USBI Automated Investor (the “Service”), which provides discretionary ongoing management of your personal Automated Investor advisory account (the “Account”) for an all-inclusive “wrap” fee. This Brochure provides important information and disclosure about the Service. You should carefully read it before opening an Account and beginning to invest through the Service, to ensure that the Service is suitable and appropriate for your investment needs. We also provide investment management services through the USBI Personal Portfolios Wrap Program. A brochure describing that Program is available upon request. We provide a Client Relationship Summary (“Form CRS”, or Part 3 of Form ADV) to retail investors to assist with the process of deciding whether to engage us or our financial professionals, and whether to establish an investment advisory or brokerage relationship. It allows you to gain a better understanding of the nature of the relationship and services you can expect from us in each type of relationship and to compare us to other broker-dealers and investment advisers. Our Form CRS is available upon request and contains a summary of the types of client relationships and services we offer; our fees, costs, conflicts of interest, and standard of conduct; any reportable legal or disciplinary history for us; and how to obtain additional information about us and our financial professionals. This brochure should be read together with our Form CRS and other agreements and disclosures that we provide to you from time to time. The Service The Service is an online, algorithmic automated investment advisory service that is intended to help you achieve your stated goal available through one or more websites or mobile applications (the “Site”). The Service provides personalized investment decisions and portfolio management based on information you supply when you open an Account and as you update it over time. The Service uses a proprietary, automated computer algorithm (“Algorithm”) developed by a third-party technology service provider. This Algorithm uses capital markets assumptions, risk categories, asset allocation targets for those categories, and eligible securities for each asset class (collectively, “Investment Inputs”) that we receive from the Asset Management Group (“AMG”) of our bank affiliate, U.S. Bank, National Association (“U.S. Bank”). The Service is offered on a “wrap” fee basis, whereby a single advisory fee is charged that includes investment advisory services, custodial services, sponsorship, and brokerage execution, including commissions on trades we execute. including providing the Investment USBI is the investment adviser and the Service’s primary sponsor, with advisory discretion for selecting the Service’s algorithmic provider, determining the suitability of your Account, and various other duties and responsibilities Inputs, client communications, proxy voting, recordkeeping, and brokerage and custody. As the Service’s investment adviser, we direct the investment of clients’ Accounts subject to reasonable investment restrictions we accept (as explained in full in Item 6, Description of the Service). We have full investment discretion to adjust asset allocations and replace or reduce investments. Our investment decisions are based on the Algorithm, which relies on Investment Inputs. Investment Inputs may be modified as needed to keep them consistent with the Service’s investment philosophy, which is described below, but we will not customize them for individual clients. The financial projections are derived through AMG’s proprietary probability simulation. We retain discretion to add a sub-adviser at any time. The Service does not permit you to choose a sub-adviser for your Account or to designate a USBI financial advisor to assume that discretionary role. Through the Service, USBI will manage your Account held at USBI, by directing trades to our broker-dealer division for execution. USBI also serves as custodian of your assets, which are held in a USBI brokerage account. We select and oversee the Service’s service providers, select investments, allocate assets among 4  different asset classes, and vote proxies for the securities in your Account. If you have selected multiple goals to be managed through the Service, USBI will manage each goal within a separate Account based on your investment profile for that goal, including your risk tolerance, time horizon and investment objective. The Service does not provide holistic investment advice as it seeks to achieve a particular goal for the assets in your Account. Depending on your financial circumstances and your investment objectives, another USBI account type may be more appropriate for you and you should discuss your needs with a USBI financial advisor before enrolling in the Service. The Service designs goals and model portfolios to accommodate both short-term and long-term time horizons. Account investments are limited to broad market index and other exchange-traded funds (“ETFs”) that provide access to equities, emerging markets, fixed income, real estate, and other asset classes. On a periodic basis, we will review your Account for any mutual fund shares and convert existing shares to advisory share class shares, when available, without notice to you. We will use a different mutual fund share class if no equivalent advisory share class is available to us. Among other things, in the investment advisory agreement (“IAA”) and related agreements you acknowledge your ability and willingness to conduct your advisory and brokerage relationship with us on an electronic basis, receiving all Account statements, information, agreements, and documents, including this Brochure, our Form CRS, and any amendments, updates or changes to them, through the Site and/or electronic communications, and signing all agreements related to the Service, including the IAA, electronically. This is a requirement for using the Service both now and in the future, regardless of any other agreement with us or our affiliates to the contrary. We act as your Account’s broker-dealer and custodian, buying and selling securities and rebalancing your investment portfolio, as dictated by the Algorithm. When you open an Account you will enroll in the U.S. Bancorp Investments, Inc. Sweep Program (“Sweep Program”), which automatically sweeps uninvested cash balances in your Account into one or more money market mutual funds (“Money Market Funds”) managed by firms unaffiliated with USBI. The terms and conditions of the Sweep Program, which is a required part of the Service, are provided in the account opening documents. At all times, you can request liquidation of securities and withdraw cash from your Account, except as otherwise permitted for payment of fees and expenses (as described below). You cannot make trades directly in your Account. You may transfer additional eligible assets into your Account, cancel existing Accounts from or enroll additional Accounts into the Service, or terminate your IAA. We may terminate your Advisory Account under a variety of circumstances described in the IAA. We also send all Service clients periodic e-mails containing financial and retirement best practices, market commentary, alerts, evaluations, and other relevant content. Some of these communications can be customized, modified, or de-activated, while others cannot, and if you refuse to accept required communications, or are otherwise unable to or become unable to receive them, we will terminate your IAA and your Account. You must therefore maintain an accurate and up-to-date e-mail address with USBI. Before opening an Account and beginning to invest through the Service, you must carefully read the IAA and understand the consequences of entering a discretionary, automated advisory relationship with us. The IAA contains various terms, conditions, rights, limitations, and obligations, including fee payment obligations, to which you are subject when you have an active Account and are investing through the Service. We may change the IAA from time to time according to its terms. Other important disclosures concerning the Service are provided on the Site and we encourage you to review them. Fees and Expenses General Information about Advisory Fees You will pay a quarterly advisory fee (“Advisory Fee”) at an annualized rate equal to 0.24% (the “Advisory Fee Rate”) of your Account assets, including cash and securities locked by you but excluding ineligible securities. The Advisory Fee is not negotiable. We may discount the Advisory Fee Rate for certain clients, as described below. The Advisory Fee is called a “wrap” fee in that it represents payment for the following advisory and related services that we and our service providers deliver to you as part of the Service: • Account suitability determination; 5  • Selection and oversight of the Service’s broker-dealer; • Selection and oversight of third-party technology service providers; • AMG’s Investment Inputs and related services; • Securities trading through USBI, acting as a broker-dealer; • Custody of your Account; • Account statements and performance reports; • Voting proxies and responding to legal notices (other than responding to class actions, which remains your responsibility); • Market statistics, financial, and other performance data; • Retirement best practices, market commentary, alerts, evaluations, and other Service content; • Tax reporting; and • Other Service technology. We offer the Service on a “wrap” or single asset-based fee basis because we believe it best allows us to achieve our mission of simplifying clients’ automated investing for financial goals. Fee Sharing Arrangements We pay a third-party technology service provider an annual fee of up to .0325% of your Account assets (including cash, dividends, and accrued interest). We share a portion of the Advisory Fee with other parties that provide services to your Account. In particular, we rely on guidance from AMG for the Investment Inputs to the Algorithm. We pay AMG a flat annual fee for those services, or such other amount as we may agree on from time to time. Changes We may revise the timing and applicable period for the payment of the Advisory Fee when you open your Account or when you cancel or enroll a brokerage account. From time to time, we may offer promotions where clients can receive some de minimis reward or reduced Advisory Fee for a period of time or indefinitely, including a zero Advisory Fee Rate. However, we are not obligated to offer a reward or waiver to all clients or to continue offering a promotion for any other period. We reserve the right, in our sole discretion, and to the extent required by applicable law, to waive or offset Advisory Fees for clients, including clients who are employees of USBI and USBI affiliates, and clients whose Account assets are subject to Section 4975 of the Internal Revenue Code of 1986 (the “IRC”). Advisory Fee Considerations You should carefully evaluate these important considerations regarding the Advisory Fee before opening your Account and beginning to invest through the Service: • The Advisory Fee may be more or less than the cost of the services included in the Service if they were provided separately or from another source. This can depend on several things such as the amount of the Advisory Fee, the level of activity in your Account, the amount of cash and type of securities in your account, and the value of advisory, brokerage, custodial, and other services that are provided under the arrangement. Other factors to consider include development and ongoing management of an asset allocation or investment strategy, gathering and monitoring of information to make investment decisions, implementing those decisions, transaction costs, fees and taxes, commissions or markups/markdowns on transactions, custodial costs, performance information, and tax statements. • The Advisory Fee may be higher or lower than the ongoing or up-front fees or charges you pay on your existing investment advisory or brokerage accounts. In particular, it may be higher than those fees you paid or currently pay for other USBI brokerage products and services, although it may be lower than the fees you paid or currently pay for other USBI investment advisory services. While 6  we only offer the Service on a “wrap” fee basis, based on individual circumstances, such as level of trade activity, it may be in your best interest to use an unmanaged USBI brokerage account, in which you pay commissions per trade. • We calculate the Advisory Fee based on the entire balance of your Account, including any cash allocation. As a result, the Advisory Fee may, at times, exceed the return on the cash portion of your Account, namely the income earned by Money Market Funds, resulting in a net loss, or “cash drag” to you. While the cash portion of your Account will generally not be significant, the cash drag could be meaningful in a very low or even negative interest rate environment. In addition, inflation can erode the purchasing power of uninvested cash. • The Advisory Fee does not include: exchange fees; regulatory transaction fees for ETFs and other securities; transfer taxes; liquidation fees for non-cash assets you contribute to your Account; electronic fund and wire transfer fees; overnight carrier fees; fees for the redemption of mutual fund shares; and other fees required by applicable law, regulations, or rules. Third parties may receive a portion of these fees. You are discouraged from transferring mutual fund shares into your Account on which you have paid a sales load within the past 24 months. As a shareholder of mutual funds and ETFs, you will pay your share of these funds’ fees and expenses. These fees and expenses are described in each fund’s prospectus or disclosure statement. You pay these fees as a shareholder in addition to paying the Advisory Fee. Our affiliates earn some of these fees and expenses. Fees and expenses reduce a fund’s performance and the performance of your Account. Fund fees and expenses may change from time to time. • We act as a broker ‐ dealer in addition to an investment adviser in connection with the Service. If you fund an Account with securities that were recommended by a financial advisor and recently purchased at USBI on which you paid a commission or markup, we will generally credit your Account with the amount of brokerage commission or markup previously paid. However, if you fund a brokerage account with cash proceeds from the sale of securities at USBI on which you may have already paid commissions or markdowns, you will not receive a credit for those commissions or markdowns. • At times we will exclude certain securities from billing. • In our broker-dealer capacity, we receive shareholder servicing fees from certain mutual fund companies based on USBI client assets held in their mutual funds. These fees cover costs for delivering client statements, confirmations, tax forms, prospectuses, proxies and other shareholder related back office processes such as recordkeeping, escheatment, and call-center support. The shareholder servicing fees vary by mutual fund company and by fund and are based on the assets held in USBI client accounts, and therefore brokerage clients are indirectly paying the shareholder servicing fee to USBI. Calculation and Billing The Advisory Fee for your Account will be billed and collected on a quarterly basis, in advance. When an Account is opened, the initial Advisory Fee is billed using the value of your Account at the end of the day it was opened at the inception of the Account and prorated for the remainder of the calendar quarter. Ongoing quarterly fees for new and existing Accounts are determined by the market value of your Account assets on the last business day of the previous quarter. Deposits to or withdrawals from the Account of cash or securities with a value equal to or greater than $10,000 will be billed at the Advisory Fee Rate on a pro-rata basis. We will net deposits and withdrawals made on the same day to determine any additional Advisory Fee or refund. The additional fee or refund will be equal to the Advisory Fee Rate times the amount of the increase or decrease, prorated based upon the days remaining in the calendar quarter. If the Account is terminated prior to the last day of the quarter, a prorated portion of the Advisory Fee you paid will be refunded based upon the days remaining in the quarter. We automatically deduct any Advisory Fee due and payable from your Account on each payment date. If your Account has insufficient assets, we have the authority to sell securities in your Account in order to make cash available for Advisory Fee payment without notification to you. The obligation to pay Advisory 7  Fees may limit your ability to request liquidation of securities to withdraw cash from your Account. This is the only method of billing we use, and you may not select another method. We or our designee value Advisory Account assets for Advisory Fee calculation purposes, following procedures described in the IAA. Effect of Termination on Advisory Fees You may terminate your IAA at any time. We will pro-rate any Advisory Fee you have already paid us for the final quarter the Service is provided to you. If you are closing an IRA account, you will pay an account termination fee if you request a cash-out at the time of termination. This fee will be deducted from your account. Upon termination, you are responsible for monitoring all of the securities in your Account. We will not give you advice about those securities. Account Requirements and Types of Clients Item 5 Account Requirements Eligible Clients The Service is offered to individuals for their related investment and retirement accounts. Service clients must be permanent legal residents of the United States, at least 18 years old, and not on any governmental sanctions list of prohibited individuals. You must be a customer of U.S. Bank or one of its affiliates, with online access, to open an Advisory Account. All Advisory Accounts are opened electronically through the Site. Minimum Account Size You must open an Account with at least $1,000 of eligible assets (including cash) (“Service Minimum”). If you transfer ineligible assets to your Account, we will sell them or transfer them to an account where they are eligible. If at any time the amount of assets in your Account is less than Service Minimum, we may terminate your IAA and close your Account. Types of Clients We offer the service to individuals only. Portfolio Manager Selection and Evaluation Item 6 USBI is the Service’s sole investment adviser. A third-party technology service provider develops and provides the Algorithm that generates the Service’s investment decisions; and also maintains the proprietary platform on which the Service operates. In the future, we may use a different third party (or parties), or an affiliate, to perform any or all of the Service functions. Third parties may also terminate their agreement with us under certain circumstances. This could materially affect our ability to continue offering the Service in its current form. Account Performance We calculate your Account performance using a time-weighted calculation standard to adjust for significant asset flows into your Account. Other generally accepted methods of calculation may yield different results. ____________________________________________________________ Advisory Business Types of Advisory Services Offered We offer three types of advisory services: (1) managed account services, (2) automated investment services, and (3) financial planning services. We do not specialize in any one type of advisory service. This Brochure focuses on the Service, an automated investment service. Separate documents that explain our managed account and financial planning services are available upon request. 8  Description of the Service The Service is an online, algorithmic automated investment advisory service that is intended to help you achieve your stated goal. The Service provides personalized investment decisions and portfolio management based on information you supply when you open an Account and as you update it over time. The Service is offered on a “wrap” fee basis, whereby a single advisory fee is charged that includes investment advisory services, custodial services, sponsorship, and brokerage execution, including commissions on trades we execute. USBI is an investment adviser and the Service’s primary sponsor, with advisory discretion for selecting the Service’s algorithmic provider, determining the suitability of your Account, and various other duties and responsibilities including providing the Investment Inputs that serve as Algorithm inputs, client communications, proxy voting, recordkeeping, and brokerage and custody. As the Service’s investment adviser, we direct the investment of clients’ Accounts subject to reasonable investment restrictions we accept. We have full investment discretion to adjust asset allocations and replace or reduce investments. Our investment decisions are based on the Algorithm, which relies on Investment Inputs. Investment Inputs may be modified as needed to keep them consistent with the Service’s investment philosophy, which is described below, but we will not customize them for individual clients. The financial projections are derived through AMG’s proprietary probability simulation. We retain discretion to add a sub-adviser at any time. The Service does not permit you to choose a sub-adviser for your Account or to designate a USBI financial advisor to assume that discretionary role. You can set reasonable restrictions on the management of your Account, subject to our review and acceptance, by contacting us using the contact information specified on the Site. Such restrictions may include the purchase of specific ETFs designated in the strategy, subject to limitations. USBI will generally select both a primary and secondary ETF for each asset class in consideration of, among other things, tax- loss harvesting and requested investment restrictions. You may not restrict the purchase of more than one ETF in a particular asset class or underlying investments within an ETF. If a restriction is accepted, Account assets will be invested in a manner that is appropriate given the restriction. You may also restrict the sale of U.S. equities currently held in the account, up to 10% of the portfolio value. Investment advisory services create a fiduciary relationship with you. This means that we must place your interests above our own, and carefully manage any perceived or actual conflict of interest that may arise in relation to our advisory services. Please note that although we act as your fiduciary investment adviser in offering the Service to you, this does not affect any other advisory relationship you may have with us. The nature of your existing advisory accounts, your rights and obligations relating to these accounts, and the terms and conditions of any investment advisory agreement in effect do not change in any way. In addition, if you have any other non-fiduciary relationships with us, such as a commission-based USBI brokerage account (i.e., one that is not managed by the Service), opening an Account and beginning to invest through the Service does not convert those other relationships into fiduciary relationships. ____________________________________________________________ Performance-Based Fees and Side-By-Side Management The Service does not charge performance-based fees and we do not manage performance fee-paying accounts side-by-side with non-performance fee-paying accounts. ____________________________________________________________ Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Client Information Gathering The Service’s goal projections and investment decisions are based on the information you communicate to us during the Account opening process, concerning, principally, your investment objectives, the time horizon to reach your goals, and your risk tolerance level. Based on this information you provide and the Investment Inputs, the Algorithm makes investment decisions for your Account, which primarily include buying, selling, holding, or otherwise gaining exposure to ETFs. 9  Information Sources The main information sources for market statistics, financial, and other performance data on which the Service relies are third-party data vendors. We pay these vendors access fees for their data services. Reliance on Client Information You are responsible for providing true, accurate, and complete information to us and to promptly notify us whenever there are changes to this information that could affect projections or decisions, our ability to communicate with you, or other personalized aspects of the Service. Such changes include but are not limited to, a life-change event that affects your investment horizon, or a change to your e-mail address. If you do not supply truthful information, the quality and applicability of the goal projections and investment decisions may be compromised, which may prevent the Service from helping you achieve your goals. In addition, the Service does not consider any other accounts and assets you own in its analysis. Investment Philosophy The Service’s investment philosophy, which informs our Investment Inputs and resulting investment decisions, is based on the following principles and strategies designed to help you achieve your goals: • Asset Allocation: The goal of any advisory account portfolio is to achieve an investment objective by using the investment opportunities available across global asset classes (equities, fixed income, real estate) while taking the minimum amount of uncertainty or expected risk necessary to potentially achieve that objective over the course of the investment time horizon. The Service’s asset allocation sets the foundation for this work, by identifying “efficient” portfolios designed to generate the optimal potential for returns for a client’s specific risk tolerance and time to financial goal. • Diversification: To effectively manage risk, specific asset classes that are considered for inclusion in a portfolio mix are (i) domestic equities to generate potential meaningful growth; (ii) international equities as a cost-efficient way to possibly enhance and smooth returns; (iii) fixed income assets as an effective hedge against equity market downturns and, with selected fixed income securities, to help manage inflation risks; and (iv) real estate assets to help moderate inflation risks without sacrificing the potential for returns. • Glide Path: For certain goals, Portfolios are modified to adjust for risk over the course of a client’s time horizon for their goal, a course of adjustments referred to as the “Glide Path”. The primary focus is to help reduce the potential impact of market downturns as the financial goal nears, while still acknowledging the client’s specific risk tolerance. • Portfolio Construction: Focus is placed on selecting ETFs to implement the investment strategy by using a thorough due diligence process that seeks to identify those funds that are best positioned to help achieve goals with an appropriate risk level. The selection process uses factors such as investment methodology, performance history, liquidity, fee structures, as well as the role an investment can play to deliver a client’s target asset allocation strategy. • Tax Efficiency: All total portfolio solutions are designed with the goal of improving after-tax returns. The tax impact of buy, hold, and sell decisions are a key consideration, including tax loss harvesting (i.e., benefiting from investment losses to help offset the tax liability created by investment gains or other forms of income). Service Limitations While we have designed the Service to be appropriate for many clients, it may not be appropriate for you if you want to restrict the purchase of certain securities for your Account; if you desire more frequent account reviews for trading opportunities; if you have a very short investment horizon, a high tolerance for market risk, or a desire to invest significantly in alternative asset classes; if you have especially complex investment objectives and needs as your current investments consist of illiquid securities, annuities, and/or extremely low basis securities; or in the case of the retirement goal, if you are already in retirement and drawing down your savings. Also, because the Service is an online advisory service, it is not appropriate if you have limited or no access to technology. If the Service is inappropriate for you, or if you prefer a non-automated, 10  non-algorithmic advisory service featuring a one-on-one relationship with a registered USBI financial advisor and greater ability to control and direct the investment of your assets, you should consider the USBI Personal Portfolios Wrap Program and/or our Financial Planning services. More information about each of them is provided in their respective brochures or disclosure documents. On the other hand, if you do not seek a “wrap” fee-based discretionary investment advisory service, you should instead consider an unmanaged USBI brokerage account in which you pay commissions per trade. If you decide the Service is appropriate for you, you should understand that it is meant to be a component of your overall investment strategy and not your sole investment strategy. The Service’s advice is based on a limited number of questions you answer through the Site. A different advisory program that asks other questions, or considers other information or financial circumstances (e.g., your other assets, debt load, personal tax status, or other financial obligations) likely would provide you with different advice. You should carefully consider the Service’s limitations, costs and benefits before opening an Account and beginning to invest. Risk of Loss General Investment Risk While the Service seeks investment returns consistent with your risk tolerance, we cannot guarantee the Service’s investment decisions will be successful and result in profitable investing. Investing in securities involves risk of loss that you should understand and be prepared to bear. Investment performance can never be predicted or guaranteed, and the value of your Account will fluctuate due to market conditions and other factors. Past performance is no guarantee of future results. The following risks may not be all-inclusive, but you should carefully consider them before opening an Account and beginning to invest. You should consider these possible risks and the effect it can have on your Account. Risks of the Algorithm The Service depends on investment decisions generated entirely by a third-party technology service provider’s Algorithm. The Algorithm is automated and will only be customized within its limitations, which include the Investment Inputs that we provide and the information you supply. If the Algorithm were to malfunction or fail, or were to rely on assumptions, including economic and transaction cost assumptions, that are incorrect, that do not apply to your specific financial situation, or that do not change even as market expectations shift, you could sustain investment losses, some or all of which could be significant. Additionally, the Algorithm employs a number of quantitative models that involve assumptions based upon a limited number of variables that are extracted from complex financial markets or instruments that they are intended to replicate. Any one or all of these assumptions, whether or not supported by past experience, could prove over time to be incorrect, which could cause you to sustain significant investment losses. Risks of Monte Carlo Simulation The Service uses Monte Carlo simulation to generate goal projection forecasts. Monte Carlo simulation is a statistical modeling technique that charts the probability of discrete financial outcomes at certain times in the future. The outcomes presented using Monte Carlo simulation represent only a few of the many possible outcomes, will vary over time, and are not guarantees of investment returns. Moreover, since past investment performance and general market conditions may not necessarily be repeated in the future, your goal projections may not be fulfilled. Differences in account size, age, risk tolerance, transaction timing, and prevailing market conditions at the time of investment may also lead to different results, and you may lose money. Model Risk The Service’s models and techniques are based on the information and data available as well as on assumptions, assessments, and estimates, all of which may be subject to error. As a result, those models and techniques may not be effective, account for all relevant factors, or account for any such factors correctly. 11  Risk of Reliance on Data The Service is highly reliant on data from third party and other external sources, and discretion will be exercised to determine what data to gather, which impacts the Service’s projections and decisions. In addition, due to the automated nature of data gathering and the fact that much of this data comes from third party sources, the Service will not be able to view or process all desired and/or relevant data at all times. The Service may not use certain data or data types in generating or making goal projections and/or investment decisions, and data that is used may not be the most accurate data and may contain errors. Declared Risk Tolerance; Capital Markets Assumptions The Service’s financial projections and investment decisions are based, in part, on your declared risk tolerance. You must carefully consider the tradeoff between risk and return in deciding upon your desired risk tolerance. A lower risk tolerance could, as a result of your Account containing larger weights in lower- risk asset classes, such as fixed income, reduce the possibility that you will reach your goals. A higher risk tolerance could, as a result of your Account containing larger weights in riskier asset classes, such as equities, expose you to higher volatility than you are comfortable accepting, which could also, depending on your investment horizon, reduce the possibility that you will reach your goals. In addition, the assumed risk, return, volatility, and correlation of the investment decisions corresponding to your declared risk tolerance are based, in part, on the capital markets assumptions we specify. Those assumptions, which are based on historical asset class returns (as reflected by certain indices), proprietary models, subjective assessments of the current market environment, and forecasts of likelihood of future events, may turn out to be incorrect, which may cause you to accept more or less risk than you desired and undermine the Service’s ability to help you reach your goals. Risk of Not Meeting Goals The Service is intended to help you meet your goals based on the information you supply to us. However, we cannot assure you that your use of the Service will help you reach those goals, or even improve the risk/return profile of your overall investment portfolio, and your use of the Service may in fact result in significant losses. Risk of Liquidation-Driven Losses As stated above, the Service is only appropriate if you have an investment horizon of two years or more before you plan to access any assets in your Account. As a result, the Service generally invests all of your Account assets in securities suitable for the length of your investment horizon unless you designate certain Account equity securities as restricted (in which case those securities are “locked” and cannot be sold). The Service is not appropriate if you have cash needs within two years. However, if you change your plans and need access to your Account assets at any point prior to the end of your stated investment horizon, the prices at which these assets are liquidated may cause you to experience a significant loss, in addition to tax liabilities and penalties, undermining the Service’s ability to help you reach your goals. Tax Risks Any tax optimized decisions the Service makes and implements are not intended to serve as tax advice, and no representation is made that you will obtain or avoid any particular tax consequences as a result of those decisions. Dividends, capital gains, transfers, and sales of securities may create taxable events unless your Account is tax-exempt (e.g., individual retirement account). We urge you to consult with your personal tax and legal advisors about the tax consequences of investing through the Service based on your particular circumstances. The Service assumes no responsibility to you for the tax consequences of any transaction. In addition, any tax-loss harvesting (i.e., offsetting capital gains with capital losses in order to reduce or eliminate income tax obligations) the Service uses should not be interpreted as tax advice, and we cannot guarantee that certain tax consequences will be obtained or that the associated investment decisions will result in any particular tax consequences. The tax consequences of tax-loss harvesting, and other tax optimized strategies are complex and may be challenged by the Internal Revenue Service. Moreover, investment decisions associated with such strategies may not perform as expected; expected returns and 12  risk characteristics are no guarantee of actual performance. The Service was not developed to be used by, and it cannot be used by, any client to avoid tax penalties or interest. Account Funding Risk If you sell any investment or other asset to fund your Account you may pay taxes, early withdrawal penalties, or other costs or penalties as a result of such sale or liquidation, including the loss of living, death, or other benefits of that investment or asset. In addition, if you fund your Account with securities, when the Service sells those securities you may pay the same taxes or penalties. Any securities you transfer in kind to your Account are subject to sale and proceeds will be invested in the Service’s selected model portfolio. Withdrawal Risk Cash withdrawals from, or other changes to, your Account may cause us to execute trades in that Account at then-prevailing market prices or prevent us from executing trades intended to rebalance your investment portfolio, resulting in your current asset allocation deviating from the target asset allocation and losses, undermining your long-term investment objectives. Further, the Service will use dividend and other income generated by the securities held in your Account to rebalance that Account, will not necessarily be reinvested in those same securities, and will not be made available for withdrawal. Risk of Advisory Account Restrictions By contacting us using the contact information specified on the Site, you may set restrictions on the sale of certain securities currently held in your Account. You may also request that certain ETFs be excluded from purchase in your Account. Accounts with such restrictions may perform differently from accounts without restrictions and that performance may vary. For example, such restrictions may adversely impact Account performance by preventing the Service from implementing an optimal asset allocation in light of your investment objectives, goals, and risk tolerance. Diversification and Asset Allocation Risk The Service’s asset allocation is constructed using modern portfolio theory. This means that the Service seeks to construct portfolios to optimize expected return based on a given level of market risk. The asset classes selected are intended to reflect the types of fundamental equity and fixed income exposures that are commonly included within diversified investment portfolios. Other asset classes not considered in the portfolios may have characteristics similar or superior to those that are included. The asset classes selected can perform differently from each other at any given time, so your Account’s performance will be affected by the allocation among the various asset classes. The Service’s asset allocation decisions may result in more portfolio concentration in a certain asset class or classes, which could reduce overall return if the concentrated assets underperform the Service’s expectations. Depending on market conditions, there may be times where diversified portfolios underperform less diversified portfolios, as diversification and asset allocation strategies do not guarantee low volatility, profit, or protection against investment loss. Moreover, the value of an entire asset class can decline for a variety of reasons outside of our control, including, but not limited to, changes in the macroeconomic environment, unpredictable market sentiment, forecasted or unforeseen economic developments, interest rates, regulatory changes, and domestic or foreign political, demographic, or social events. A high allocation in a particular asset class may negatively affect your overall Account performance to the extent that the asset class underperforms relative to other market assets. Conversely, a low allocation to a particular asset class that outperforms other asset classes in a particular period will cause your Account to underperform relative to the overall market. Correlation Risk Certain investments will have returns that individually or in the aggregate are correlated (possibly highly) with various market indices, including various equity, debt, or other markets around the world. On the other hand, there may be periods of time when your Account returns are not correlated with various market indices or the returns of other investment strategies. 13  Economic Risk Your Account’s investments are likely to be exposed to risks relating to weakness in various global economies and the economic cycle. Numerous factors, such as market volatility, interest rates, commodity prices, equity prices, currency prices, credit spreads, and deflationary and inflationary pressures, may be affected by the economic cycle and long-term economic trends. Predictions about financial market conditions and economic factors are highly uncertain, and the presence, duration, and impact of any market or economic conditions could have a materially adverse effect on Account investments. Financial Market Disruptions In recent years, disruptions in the global financial markets, the scope and severity of which are without precedent in recent financial history, have had materially adverse, and in certain cases catastrophic, consequences for the values, liquidity, and stability of certain types of investments, including the types of investments that the Service makes on your behalf. Similar or dissimilar disruptions may occur in the future, and their duration, severity, and ultimate effect are difficult to forecast. These disruptions could lead to additional regulations or laws, which could have a material adverse effect on your Account and the Service. Regulatory Change Risk It is possible that changes in applicable laws and regulations will affect your Account and the Service. These changes include but are not limited to: changes in investment adviser or securities trading regulation, a change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities, and changes in the tax code that could affect interest income, income characterization, and/or tax reporting obligations. In addition, a number of substantial regulatory changes are pending or in the process of changing in certain markets. The consequences of additional regulation on the liquidity and the efficient and orderly functioning of the markets in which the Service invests cannot be predicted and may materially diminish the profitability of the investments the Service makes on your behalf. Volatility Risk The performance of investment strategies the Service deploys may be volatile (both in absolute terms and relative to realized returns), potentially resulting in increased risks, including the risk of losses. Investments may have volatility, a greater chance of losses or negative returns, lower average returns, correlation with certain macroeconomic risks, asset class concentrations, and/or other significant risks, whether in absolute terms, relative to expected returns, or relative to certain other strategies that the Service uses on behalf of other clients. Liquidity and Valuation Risk High volatility and/or the lack of deep and active liquid markets for a security may prevent us from placing trades for clients at all, or at an advantageous time or price. Some securities (including ETFs) that hold, or trade derivatives and/or other financial instruments may be adversely affected by liquidity issues as they manage their portfolios. While we value the securities held in your Account based on reasonably available exchange-traded security data, we may from time to time receive or use inaccurate data, which could adversely affect security valuations, transaction sizes for purchases or sales, and/or the resulting Advisory Fees you pay. Credit Risk The Service may be exposed to credit risk. Exchange trading venues or trade settlement and clearing intermediaries could experience adverse events that may temporarily or permanently limit trading or adversely affect the value of Account securities. In addition, any issuer of securities may experience a credit event that could impair or erase the value of its securities. Securities Investment Risks All securities and other Account investments carry some level of risk, including the risk that you could lose your entire investment. Prices of securities can be volatile and a variety of risks, including market, currency, 14  economic, political, technological, regulatory, social, and business risks, can adversely affect the value of and return on any Account investments. The investment risks of certain types of securities, in which ETFs invest, includes the following; additional risk factors are disclosed in the IAA. • Market Risk: Securities are subject to market risk. The market value of securities may go up or down in response to the prospects of individual companies, particular sectors or governments, and/or general macroeconomic conditions throughout the world due to increasingly interconnected global economies and financial markets. • ETFs, In addition to all the risks involved in investing in securities generally, these securities are subject to the risk that they may not effectively achieve the performance of the index, industry, or other market they are intended to track (if they do seek such tracking), in addition to the risk that expenses reduce returns, that management is not successful at its stated program, that there are conflicts of interest, that the investment is illiquid or has low trading volume, and that non- investment operations become subject to error and mismanagement, resulting in losses. These securities may also have exposure to derivative instruments, which may not perform as expected, along with other investment risks described in their prospectuses, statements of information, and other disclosure documents. • Equities: Equities are subject to changes in value and their values may be more volatile than other asset classes. The value of equity securities varies in response to many factors including those specific to the issuer and the industry in which the issuer operates. Equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. In addition, stocks of mid-cap companies tend to be more volatile than those of large-cap companies, while small-cap and international stocks tend to have greater volatility than large- and mid-cap U.S. stocks. Historically, U.S. and non-U.S. stock markets have experienced periods of substantial price volatility and may do so again in the future. • Fixed Income: Generally, the value of fixed income securities changes inversely with changes in interest rates. As interest rates rise, the market value of these securities tends to decrease and conversely, as interest rates fall, their market value tends to increase. This risk is typically greater for securities based on longer-term interest rates than for those based on shorter-term interest rates. Further, fixed income securities may experience a decline in income when interest rates decrease, as an issuer may be able to prepay principal prior to the security’s maturity, requiring reinvestment in securities with lower yields. They are also subject to credit (or default) risk, whereby the issuer fails to make timely principal or interest payments, or liquidity risk, whereby a security is difficult to purchase or sell or becomes difficult to sell after being purchased. These risks have been especially pronounced in recent times due to disruptions in the global debt markets and are elevated for high-yield fixed income securities (sometimes called junk bonds). • Developed Countries Securities: Developed countries securities are subject to regulatory, political, currency, security, demographic, and economic risk specific to those countries. Developed countries may be impacted by changes to the economic health of key trading partners, regulatory burdens, debt burdens, and commodity prices or availability. Developed countries are generally a significant portion of the global economy and have experienced slower economic growth than other countries or regions. • Non-U.S. Securities: Non-U.S. securities have special risks not typically associated with U.S. securities, which may be more pronounced in connection with developing or emerging markets securities. These risks include adverse fluctuations in foreign currency values, adverse political, social, and economic developments affecting one or more foreign countries, less publicly available information and more volatile or less liquid securities markets, restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection, less transparent accounting practices, and inadequate or irregular foreign regulation. 15  • REITs: REITs and other real estate-related securities may be adversely affected by factors affecting the real estate industry, which include changes in interest rates and social and economic trends. They are also subject to the risk of fluctuations in income from underlying real estate assets, poor performance by managers, prepayments and defaults by borrowers, adverse changes in tax laws, and, for U.S. REITs, their failure to qualify for the special tax and regulatory treatment granted under the federal tax and securities laws. • Commodities: Commodity-linked securities (i.e., commodity-based ETFs and Exchange Traded Notes) may be adversely affected by changes in the underlying commodity value, supply and demand, and governmental regulatory policies, in addition to overall market movements, taxation, terrorism, nationalization or expropriation, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity. • Other Risks: Certain securities may have exposure, whether intentional or unintentional, to various market movements, and other sources of risk, whether known or unknown. Such sources of risk include changes in current or future levels and/or volatility of interest rates, inflation rates, currency prices, commodity prices, sovereign credit spreads, corporate credit spreads, and equity, fixed income, and other markets, as well as correlations between any of these risks. Hedging Risk The Service may not attempt to, or may be unable to, hedge the risks to which it is subject, and any such hedging may not reduce the risks to you. In addition, certain investment strategies may have unhedged exposure, whether intentional or unintentional, to various market movements, style factors, and other sources of risk, whether known or unknown, while other strategies may have such unhedged exposures from time to time. Risk of Trade Delays Reasonable efforts will be used to execute trade orders on the day they are received. However, for various reasons including delays in submitting trade requests, market volatility, peak demand or systems upgrades or maintenance, there could be delays in the amount of time it takes to direct trades to the executing broker- dealer, for the broker-dealer to place the trades and for the trades to be executed. Trade requests cannot be guaranteed to be processed the same day. Any such trade delays could reduce, perhaps materially, the profit client gains from the transaction or could cause a material loss. In any such case, USBI shall not be liable for a reduction in gains or a material loss. Risk of Trading Suspensions During periods of extraordinary market volatility or illiquidity, we may suspend trading for your Account without the Service notifying you. A suspension could cause you to sustain significant losses, cause your asset allocation to deviate from the Service’s target, or prevent you from generating Account liquidity. While we will make the decision to institute a trading suspension based on its consideration of what is in your best interest in light of then-prevailing market conditions, suspensions could nonetheless have unintended consequences that we are unable to anticipate. Market Order Risks Trades in the Account will generally be executed using “market orders,” which execute immediately at the best available current price. These orders have higher risks than those orders that specify a target price at which a trade should execute and remain open for a longer time period (i.e., “limit orders”), particularly during periods of high volatility and for securities with low liquidity. As a result, the use of “market orders” could cause you to potentially pay a higher price for securities purchased with these orders or receive a lower sale price, while also increasing transaction costs. However, other order types and conditions may be used, as appropriate, to achieve best execution. Risk of Third Party Reliance We rely on third parties to provide many aspects of the Service, including the Algorithm and operating platform. We rely on third parties for provision of market statistics, fund details, and other performance- related information. Although we generally consider our third-party vendors and other service providers to 16  be reliable, errors beyond our control could compromise the information and/or services they provide, and in turn, the quality and integrity of the Service’s projections and decisions. In addition, certain service providers have the right to terminate their agreements with us for any reason or no reason at all. Others may experience operational disruptions due to unforeseen circumstances. In any or all of these instances, your Account may experience losses. Operational Risk Your Account may experience losses as a result of shortcomings or failures in our internal processes, people, or systems, or from external events. Such operational risk can arise from many factors ranging from routine data processing errors to potentially costly incidents related to, for example, major information technology systems failures. Any operational shortcomings or failures that are outside the scope of our disaster recovery and business continuity plan may result in Service disruptions or contribute to Account losses. A copy of our recovery and continuity plan is available through the Site. Technology and Cybersecurity Risk The Service depends on various computer and telecommunication technologies, many of which are provided by or are dependent on third parties. The ability of the Service and the Site to successfully operate could be severely compromised by system or component failure, delays in data transmission, telecommunication failure, power loss, a software-related system crash, unauthorized system access or use (such as “hacking”), computer viruses, worms, and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. These events may slow down or prevent trading in your Account. It is not possible to provide comprehensive and foolproof protection against all such events, and third parties may be unable to continue providing their services. As an automated, algorithmic investment advisory service, any event that interrupts the Service’s computer and/or telecommunication systems or operations could compromise the Service for an extended time period and cause your Account to lose money, including by preventing the Service from trading, modifying, liquidating, and/or monitoring your investments. In addition, there are operational, information security, and related risks associated with the use of electronic, Internet-based technologies to provide the Service. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to, gaining unauthorized access to digital systems, and misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including denial-of-service attacks on websites. Cybersecurity failures or breaches affecting the Service or its third-party vendors have the ability to cause disruptions to the Service, potentially causing you to experience financial losses, the inability to access the Service, and/or other damages. ____________________________________________________________ Voting Client Securities Proxy Voting By opening an Account and entering into the IAA, you authorize us to vote proxies for the securities held in your Account. You cannot direct particular votes once you have authorized us to vote proxies. We will vote proxies in accordance with our established policies and procedures, which were created to reasonably ensure that votes cast are in your economic interest. Subject to exceptions as noted below, we vote based on the recommendations of Glass-Lewis & Co. (“Glass-Lewis”), an independent third-party research provider that issues voting recommendations based on their own internal guidelines. Relying on Glass- Lewis recommendations assists us in limiting the possible conflicts of interest between ourselves and our clients. In addition, for accounts for which USBI acts with voting authority, it engages an independent fiduciary to vote the proxies of certain securities for which an independent voting party is desirable to address potential conflicts of interest. USBI selects independent fiduciaries to address conflicts at its discretion. Currently, USBI delegates to Glass-Lewis & Co. to vote proxies as an independent fiduciary consistent with voting guidelines selected by USBI. If you own the same securities in your Account and another account, including with an affiliate of ours, our vote could differ from the vote for the same security in your other account. 17  In certain circumstances, Glass-Lewis does not provide a recommendation for voting, as some proposals require special consideration or the firm to make a decision on a case-by-case basis. In these cases, USBI will abstain from voting. You may obtain a copy of our Proxy Voting policies and procedures upon request. You can also contact us if you have questions about voting proxies in general or wish to obtain information concerning how securities in your Account were voted. Other Legal Notices We can take action on your behalf in any legal proceedings or other corporate actions, including bankruptcies, involving securities held in your Account. We do not act on your behalf in any class actions and therefore you will retain the right to participate in such actions. Client Information Provided to Portfolio Manager Item 7 Client Information When you initially open your Account, you will supply us with information concerning your age, investment time horizon, risk profile, and other information that we require to open your Account. The Service considers your goals and manages your Account based on information you provide about your age, time horizon, and risk profile. You can review and update your information anytime through the Site, and we give you a formal opportunity to do so on an annual basis, as described below. Some information you supply to the Service, including updates to that information, flow into the Algorithm, which ordinarily runs daily when U.S. markets are open, and affects the resulting goal projections and investment decisions. Client Contact with Portfolio Managers Item 8 The Service does not rely on traditional portfolio managers and financial advisors and you cannot consult with persons at USBI responsible for the Service or the Algorithm, respectively. However, you can indicate changes to your situation or information that may result in changes to the investment decisions made for your Account. You can also update your information through the Site, including after you review your Account performance. You may contact us about your Account, including to add or modify investment restrictions on the management of your Account, by using the contact information specified on the Site. However, there is no designated USBI financial advisor for your Account and support for the Service will generally be provided by phone. You must take action if you want to make changes to your Account information. Additional Information Item 9 ____________________________________________________________ Disciplinary Information Like all registered investment advisers, USBI is obligated to disclose any disciplinary event that might be material to any client or prospective client when evaluating our services. The disciplinary event listed below is related to the activities of USBI acting in our capacity as an investment adviser. Mutual Fund Share Class Selection Practices The SEC alleged that USBI did not: • Seek best execution for client mutual fund transactions by recommending share classes that charged 12b-1 and shareholder servicing fees when a share class with lower fees was available. • Adequately disclose the conflicts of interest related to (a) receipt of 12b-1 fees and shareholder servicing fees and (b) selection of mutual fund share classes that pay such fees. • Adopt and implement written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder related to disclosure of conflicts of interest under mutual fund share class selection and making mutual fund share class recommendations that were in the client’s best interest. 18  This disciplinary action from the SEC is related to our mutual fund share class selection practices and receipt of shareholder servicing and 12b-1 fees from October 2012 through November 2017. During this time, we recommended and purchased mutual fund shares for clients that charged 12b-1 and shareholder servicing fees instead of lower-cost share classes of the same funds that were available. In addition, disclosure of the conflict of interest related to these fees and our selection of these share classes was inadequate. We began rebating 12b-1 fees on all non-qualified accounts beginning in February 2016 (we were already rebating 12b-1 fees in qualified accounts), and in December 2017 we initiated the process of converting existing mutual fund positions to the lowest-cost share class available on our platform. In March 2018 we enhanced our disclosure language related to our receipt of 12b-1 fees and shareholder servicing fees. All impacted advisory clients were notified of the settlement terms within 30 days of the SEC order. We agreed to the following sanctions under an SEC Order dated June 1, 2020: • Cease and desist from committing or causing any violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. • Censure. • Pay disgorgement and prejudgment interest of $15,992,441 to affected advisory clients. • Pay a civil penalty of $2.4 million to the SEC. On June 5, 2020, we paid the civil penalty of $2.4 million to the SEC and deposited $15,992,441 into an escrow account. The disciplinary events listed below are related to the activities of USBI acting in our capacity as a registered broker-dealer. Unit Investment Trusts FINRA alleged the following violations of NASD Rules 3010(a) and 3010(b) and FINRA Rule 2010: • Failed to identify and apply sales charge discounts to certain customers’ eligible purchases of Unit Investment Trusts (“UITs”). • Failed to establish, maintain, and enforce a supervisory system and written supervisory procedures reasonably designed to ensure customers received sales charge discounts on all eligible purchases of UITs. • Failed to effectively inform and train registered representatives and supervisors to ensure that representatives followed these procedures and identified and applied all applicable discounts. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations previously described. Without admitting or denying the findings, we agreed to a censure and fine of $150,000, and to pay $144,456 in restitution to customers. FINRA accepted the terms of the Acceptance, Waiver & Consent on February 19, 2016. We paid restitution to all affected customers and, on February 25, 2016, the fine. Mutual Fund FINRA alleged the following violations of NASD Rule 3010 and FINRA Rules 3110 and 2010: • Failed to identify and apply available sales charge waivers to eligible retirement accounts. • Failed to adequately notify and train USBI financial advisors regarding the availability of mutual fund sales charge waivers. • Failed to maintain adequate written policies or procedures to assist USBI financial advisors in determining the applicability of sales charge waivers. • Failed to reasonably supervise the application of sales charge waivers to eligible mutual fund sales. • Failed to adopt adequate controls to detect instances in which mutual fund sales charge waivers were not applied. We self-identified and subsequently self-reported to FINRA the failure to identify and apply sales charge waivers to eligible customers. We promptly established a plan of remediation for eligible customers and took action to correct the violative conduct. Additionally, we employed subsequent corrective measures, 19  prior to detection or intervention by a regulator, to revise our procedures to avoid a recurrence of the misconduct. We submitted a letter of Acceptance, Waiver & Consent for the purpose of proposing a settlement of the alleged rule violations previously described. Without admitting or denying the allegations, we agreed to a censure and to pay $100,401 in restitution to customers. FINRA accepted the letter of Acceptance, Waiver & Consent on April 20, 2016. We paid restitution to all affected customers. Electronic Communications Record-Keeping SEC alleged the following violations: Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. On February 9, 2024, the Securities and Exchange Commission (“SEC”) issued a settled administrative order finding that U.S. Bancorp Investments, Inc. (“USBI”) violated Section 17(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17a-4(b)(4) thereunder, which require broker-dealers to preserve for at least three years originals of all communications received and copies of all communications sent relating to its business as such. In addition, the SEC found USBI failed to reasonably supervise its employees within the meaning of Section 15(b)(4)(E) of the Exchange Act. USBI paid a fine of $8,000,000 on February 13, 2024, and agreed to comply with certain undertakings, including the retention of an independent compliance consultant to review policies and procedures related to electronic communications. ____________________________________________________________ Other Financial Industry Activities and Affiliations We are an affiliate of U.S. Bank, National Association, a national bank providing traditional banking and trust services. Our brokerage personnel are registered with FINRA under our broker-dealer. In addition to providing financial advice to clients, we offer insurance and investment products through our broker-dealer. We may also refer clients who request services to our affiliates. In certain instances, our advisory personnel receive credit towards their revenue when they refer clients to affiliates, which creates a conflict of interest. Some clients will pay fees to our affiliates for their services. We are also an affiliate of U.S. Bancorp Advisors, a broker dealer and investment adviser registered with the SEC and a member firm of FINRA. AMG provides model portfolio strategies, glide path mapping, capital market assumptions, and strategy changes which serve as Algorithm Inputs. We compensate AMG for its services, but this expense is not passed through to clients. Brokerage Practices As broker-dealer for the Service, we have the authority under the IAA to buy and sell securities. The Algorithm generates orders and we will place purchase and sale orders for your account. We seek to obtain the best price and execution and allocate securities fairly among client Accounts. You cannot designate a different broker-dealer or agent to carry your Account or to buy and sell securities for your Account. We can negotiate with and select our trading counterparties and execute all your securities transactions in the manner we consider appropriate. As a result, you may receive a less favorable price for your transactions than you could obtain using another broker-dealer or if you were able to control the execution of those transactions. Notwithstanding the foregoing, we do not charge you brokerage commissions, markups, or dealer spreads on any trades for your Account. Order Execution A third-party technology service provider will generate orders based on the Algorithm and we will place purchase and sale orders for your Account in accordance with our internal trade processes and procedures. Generally, we place trades on the same business day as we receive them. Once we receive orders, they may be delayed in certain circumstances. Orders the third-party technology service provider sends to us on non-business days, thirty minutes or less before markets close (typically 4:00 PM ET), and after markets close may not execute until the next business day. In addition, we may, at any time and without notice, delay or manage the third-party technology service provider’s trading orders in response to market 20  instability or as we consider appropriate under the circumstances, including when securities markets are volatile and/or experience high trading volume, insufficient or unstable market depth, and/or widening bid- ask spreads. We may also delay or manage the third-party technology service provider trading orders in response to observed or expected market instability arising from other sources, such as world events and key announcements from governmental bodies, including but not limited to the Federal Reserve. There is no guarantee that trades executed on the same day or on different days receive the same execution price. Your access to Account funds is generally not affected by our order execution processes and procedures, including when we delay intra-day trading during times of market instability. Cost Basis We may choose a method for calculating the cost basis of the securities in your Account that differs from the First-In-First-Out default method specified in your brokerage account agreement for tax efficiency or for other reasons related to your investment objectives. We urge you to consult with legal and tax advisors if you have any questions or concerns about the consequences of using a particular cost basis method. Custody We will act as the custodian of your assets. In our custodial capacity, we will provide monthly account statements through the Site that show all Account activity, including all purchases and sales, all contributions and withdrawals you have made, fees and expenses charged to you, and your Account value at the beginning and end of the month. You should thoroughly review these statements. Order Aggregation We will aggregate client transactions for execution in a single transaction (block trade). Block trading allows us to execute trades in a timely, equitable manner. Participating accounts in a block transaction will receive the same average price for the securities bought or sold. Best Execution We seek to obtain the best price and execution and allocate securities fairly among client Accounts. A best execution committee reviews a sampling of trades for Service monthly as part of our best execution review. Order Routing; Remuneration At times we will route orders for execution to third-party broker-dealers, who may act as market maker or manage execution of those orders in other market venues. We may also route orders directly to all major exchanges and alternative trading systems, including ECNs (electronic trading networks). We consider a number of factors in evaluating execution quality among markets and firms, including execution price and opportunities for price improvement (i.e., when an order is executed at a price more favorable than the displayed national best bid or offer), market depth and order size, a security’s trading characteristics, execution speed and accuracy, the availability of efficient and reliable order handling systems, liquidity and automatic execution guarantees, service levels, and the cost of executing orders at a particular market or firm. We do not receive payments such as liquidity or order flow rebates from a market or firm to which we route brokerage account orders. Third Party Compensation For certain transactions, we may solicit bids from other broker-dealers that may act as principal. That broker-dealer typically accepts the risk that the security’s market price and liquidity will fluctuate and adds a markup or markdown (or “spread”), to compensate for this risk. The spread will not be separately shown on your trade confirmation or Account statement. We do not receive this spread. When we use another broker-dealer acting as an agent, that broker-dealer may charge a fee or commission. This fee or commission is not shown separately on your trade confirmation or Account statement. We do not receive this fee or commission. We will not offset your Advisory Fee by third-party broker-dealer markups, markdowns, commissions, or other fees. Instead, they will reduce your Account’s overall return. 21  Soft Dollars We do not directly participate in any soft dollar arrangements. We will at times benefit indirectly from affiliates engaged in soft dollar arrangements with other broker-dealers for research services. For instance, AMG conducts research for the Investment Inputs to the Algorithm. AMG’s conclusions can be helped by research it received as part of soft-dollar arrangements. As this benefit is not directly received by USBI, we do not have any formal arrangements and/or agreements with other broker-dealers for these services and do not charge our clients in connection with these services. Principal and Agency Cross Transactions USBI does not execute transactions in a principal capacity for Accounts. The only exceptions to this are when the client wishes to dispose of a worthless security for tax purposes and/or fractional shares held in the Account. In these cases, USBI will buy the securities for its own account for a nominal amount or at market value if a price is available. Agency cross transactions are prohibited in Accounts. ____________________________________________________________ Code of Ethics All USBI investment adviser employees are subject to the USBI Investment Adviser Code of Ethics (the “Code”). We understand that our business is built on trust – trust between you and us, our business partners, our vendors and service providers, and one another. The Code covers a wide range of business practices and procedures for carrying out each employee’s responsibilities on our behalf and observing the highest standards of ethical conduct. Our employees must conduct themselves according to these standards and must seek to avoid even the appearance of improper behavior. Our employees receive the Code when they are hired and are responsible for reviewing the Code annually and for acting in compliance with the Code. In addition to the Code, all our employees also agree to abide by the U.S. Bank Code of Ethics and Business Conduct. It represents the guiding values of our organization and helps instill ethically sound behavior and accountability among all our employees. Every employee certifies compliance with these standards annually. We will provide copies of both upon request. ____________________________________________________________ Participation or Interest in Client Transactions, Margin and Lending, Personal Trading, and Trade Errors Participation or Interest in Client Transactions Employee Investments Employees of USBI may invest in the same ETFs or other securities held in clients’ Accounts. These employees may also be Service clients. As a result, USBI employees may benefit from clients’ ownership of these securities. Margin and Lending The Service does not use leverage in the form of margin borrowing, options trading, short selling, or securities lending activities. Any of your other USBI accounts that are not part of the Service will not be affected by this limitation or the related actions taken by the Service. Personal Trading Our Code prohibits use of material non-public information and regulates personal securities trading by employees. 22  From time to time, employees may purchase securities for their personal accounts that the Service purchases for clients. These employees will not compete with clients in connection with such transactions. Employees’ personal trading accounts are monitored so that you are treated fairly. Trade Errors It is USBI policy that if there is a trade error (as defined below) that causes your Account to incur a net loss, we will correct the error as needed in order to put your Account in the position had the error not occurred. The goal of this error correction is to make you “whole,” regardless of the cost to us. In addition to being responsible for any net loss that resulted from the error, if a trade error results in a net gain to your Account, we will retain that gain in a specially designated error account. A “trade error” is one of the following: • the purchase or sale of securities other than those directed by USBI or in a quantity other than the quantity specified by USBI; • the purchase or sale of securities for the wrong Account; or • a purchase of securities that should have been a sale of securities, or vice versa. ____________________________________________________________ Review of Accounts Account Monitoring and Review Monitoring The Service regularly monitors Accounts, which, in turn, may trigger action by the Service. The Algorithm ordinarily runs on a daily basis when U.S. markets are open, and may trigger action as a result of factors including, but not limited to, overall market movement, a significant change to or replacement of one or more of the securities held in Accounts, changes to a client’s goals, additional cash or security contributions, withdrawals, material changes to some of the information clients supply, changes to the Algorithm (including the Investment Inputs), or other factors. Any of these may result in changes to USBI’s goal projections and investment decisions, triggering rebalancing or other transactions in an Account. We review trading data and other automated reports and oversee the trading activity performed by our broker-dealer division on behalf of clients. Our reviews include, without limitation, a verification that actual trading activity is consistent with the Investment Inputs and the resulting investment decisions, an analysis of risks associated with those investment decisions, and a determination that trading is undertaken in compliance with applicable regulations. In addition, we use independent third parties to conduct financial reviews of some of the Investment Inputs; typically, the Service will review the underlying capital markets assumptions annually. These reviews may cause us to make changes to the Investment Inputs and/or other aspects of the Service. We monitor the performance of the third-party technology service provider and the Algorithm on an ongoing basis to ensure they meet USBI’s overall standards of quality, performance, and reliability. If they fail to do so, or we otherwise determine that its continued provision is not in our clients’ best interest, we may replace the third-party technology service provider or directly assume their responsibilities. Annual Review On an annual basis, we will contact you by e-mail to initiate a review of your Account and confirm that your financial situation, investment objectives, or personal information has not changed. Our e-mail will include a link where you can login to your current information and contact information for the Service’s support team. If you do not respond to our review initiation within a specified time period, we assume, based on the principle of negative consent, that none of your information that is included in the Algorithm has changed and therefore, the Service will not make any changes to its goal projections or investment decisions. However, if we consider this review to be inadequate, to fail to comply with our requirements under the Advisers Act or other applicable laws, or we otherwise determine now or at any time that the Service is unsuitable for you, we may terminate your IAA. 23  Client Review Outside of the Service’s formal annual reviews and performance information, you may review and update your information through the Site anytime you consider appropriate. You can update any investment restrictions by contacting us. As mentioned above, updated financial information that is included in the Algorithm affects the resulting goal projections and investment decisions. If you decide that the Service no longer fits your investing needs, you can terminate your Account and your advisory relationship with us and assume the responsibility for the management of the assets in your Account. If you do so, USBI will not manage your assets. Because the Service is automated and electronic in nature, you must initiate any changes you wish to make to your Account. Your Account will not be assigned to a USBI financial advisor who will review it at your request and recommend changes that reflect the changing needs of your financial situation or investment objectives. This means, for example, that if you determine that your Account would be better suited for a USBI brokerage account in which you pay commissions per trade, you must initiate your IAA’s termination. Not having a dedicated USBI financial advisor helps us maintain the Service’s efficiencies and keep its advisory fees low relative to other non-automated, non-electronic discretionary advisory services. However, you may contact us using the contact information specified on the Site to have a team member assist you with an annual review. As noted above, the USBI Personal Portfolios Wrap Program features a dedicated USBI financial advisor for each client account. Account Reporting Performance Information You will receive a quarterly email informing you when performance information is available. A quarterly performance report is available electronically in your online documents. Through the Site, the Service will provide you with information containing, among other things, the aggregate assets of your Account, a measure of performance based on the change in that account’s value, and goal projections. In addition, USBI, in its capacity as custodian, will make available to you through your account profile on www.usbank.com trade confirmations for Account transactions and a monthly brokerage statement reflecting the holdings, balances, and activity in your Account during the previous month. You should compare the Service’s performance information with the Account statements you receive from USBI as custodian. The Service’s performance information only relates to those assets in your Account, and other assets and accounts are excluded. This means you must consult and assimilate other information sources to obtain aggregate performance and best practices information as it pertains to your aggregate investment assets. Tax Reporting Through the Site, the Service will provide you with the information that is necessary for Account tax reporting following the end of each calendar year. ____________________________________________________________ Client Referrals and Other Compensation Client Referrals to the Service We expect from time to time to run promotional campaigns to attract new clients to the Service, which may, at times, include the use of advertising networks (e.g., Google AdWords/AdSense, Microsoft AdCenter). At certain times, we may offer a credit or a nominal gift to existing clients that refer new clients to the Service. While the amount of the credit or gift is nominal, such credits or gifts may cause a conflict of interest if existing clients make this referral solely to receive the credit or gift. As noted above in this Brochure, we may offer more favorable Advisory Fee arrangements, including reduced or waived fees for certain clients. These arrangements may create a conflict of interest for a client to maintain a certain level of assets managed by the Service or continue his or her use of the Service altogether, if doing so would maintain eligibility to qualify for a preferential fee arrangement. 24  Certain USBI employees receive compensation for referring clients who open an Automated Investor account. Employees of our affiliates are eligible to receive compensation for referrals made to USBI. The referral fees paid to employees do not entail an additional cost to clients. We will utilize a third-party award from J.D. Power on a periodic basis in marketing our products and services. Compensation Received as a Broker-Dealer 12b-1 Fees As a custodian, we receive 12b-1 fees from certain mutual funds (including a Money Market Fund) in which the Service invests your Account. The 12b-1 fees are additional fees used for promotion, distribution, and/or marketing expenses of the mutual fund’s shares. Mutual funds (and ETFs) charge their own management fees and 12b-1 fees. We will credit all Accounts with the amount of any 12b-1 fees we receive. We believe the rebating of 12b-1 fees mitigates the conflict of interest these payments would otherwise present. The Service will not cause your Account to invest in First American Money Market funds advised by U.S. Bancorp Asset Management, Inc. (“USBAM”), as USBAM is a USBI affiliate. Networking Rebates We receive networking rebates from certain mutual fund companies based on the securities held in Accounts. Mutual fund companies pay us networking rebates to help offset certain of our processing expenses for recordkeeping, tax reporting, disclosure mailings, and other activities. These rebates vary by company but are generally based on the number of accounts in the particular fund. They range from $1 to $5 per year/per invested Account. Not all mutual fund companies pay these rebates. These networking rebates present a conflict of interest because they provide an incentive for USBI to recommend mutual funds that pay networking rebates. Our financial advisors do not share in revenue from networking rebates, which mitigates the conflict of interest that they represent. Shareholder Servicing Fees Shareholder service fees support costs for delivering client statements, confirmations, tax forms, prospectuses, proxies and other shareholder related back office processes such as recordkeeping, escheatment, and call-center support (collectively “shareholder services”). These shareholder servicing fees vary by mutual fund company and by fund and are based on the amount of assets held in USBI client accounts. USBI has a clearing arrangement with Charles Schwab & Co., Inc. (“Schwab”) whereby Schwab maintains an omnibus account with certain mutual fund families for USBI on behalf of USBI clients. Under the clearing arrangement, Schwab provides clearing services for nearly all funds. USBI pays Schwab a fee for the clearing service. For brokerage assets, Schwab passes through the shareholder service fees it receives to USBI. For advisory assets, in lieu of passing the shareholder servicing fees Schwab receives to USBI, Schwab reduces the amount of their fee charged for clearing services to USBI on a dollar for dollar basis. Both of these arrangements create a conflict of interest because they provide USBI an incentive to favor funds that provide higher compensation in fees to Schwab, resulting in either a payment to USBI or a greater fee deduction for USBI from Schwab. Our financial advisors do not receive any portion of shareholder service-related compensation USBI receives. We also have a limited number of agreements direct with mutual fund companies (including First American Funds, an affiliate) to receive shareholder servicing payments. These shareholder servicing payments do not apply to any assets in money market funds used in the Sweep Program. Your Account may or may not hold these mutual funds. Load waived/no-load mutual funds range from $14-$25 per position/CUSIP or between 0-100 basis points. As a normal course of business, the Service causes your Account to purchase load waived or no-load funds. 25  Recommendation-Related Conflict Mitigation We are committed to serving your interests first, so we have adopted policies reasonably designed to control and limit the various potential conflicts of interest as described above. The policies require financial advisors to recommend products and services based only on their appropriateness in meeting your investment goals. The policies prohibit the payment of any fees to, or revenue sharing with, financial advisors. ____________________________________________________________ Financial Information We do not require or solicit payment of more than $1,200 in fees per client six months or more in advance, and therefore are not required to include a balance sheet for our most recent fiscal year in this Brochure. To the best of our knowledge, we are not aware of any adverse financial condition that is reasonably likely to impair our ability to continuously meet our contractual commitments to clients. We are not the subject of any bankruptcy petition, nor have we been subject to one at any time during the past ten years. 26