Sheaff Brock Investment Advisors, LLC (“Advisor”) is a privately-held corporation that began providing investment advisory services in 2001. Advisor’s parent company is Sheaff Brock Capital Management, LLC (SBCM”), whose principal owners are:
• David Sheaff Gilreath, Managing Director, and
• Ronald Robert Brock, Managing Director. This Brochure provides important information about Advisor, its services and compensation, the costs of its advisory services, and situations where its interests may conflict with the interests of its clients. Clients should pay particular attention to the discussions about the various potential conflicts of interest because these can affect Advisor’s judgment in managing client’s account, in recommending the custodian to hold account assets, and in choosing the broker to execute trades for the account, among other important considerations. Clients should consider that Advisor will have the authority to invest in shares of the Auer Growth Fund whose investment adviser, SBAuer Funds, LLC (“SBAF”), is partially owned by our parent company, SBCM. Advisor will have the authority to invest in shares of the Dividend Performers ETF (“IPDP”) and Preferred-Plus ETF (“IPPP”) whose investment adviser, Innovative Portfolios, LLC (“IP”) is wholly owned by SBCM. Additionally, for certain portfolios Advisor will have the authority to allocate management of account to subadvisor IP. For certain portfolios, Advisor will also have the authority to allocate management of account assets to subadvisor Salzinger Sheaff Brock, LLC ("SSB") which is partially owned by our parent company. Our parent company will benefit economically from advisory fees earned by SBAF, IP and SSB, from client assets managed by them. This benefit provides an incentive to invest a client’s account in the SBAF, IP managed IPDP and IPPP or allocate assets to IP or SSB, based on the economic benefit our parent will receive rather than the investment needs of the client. If you have questions about the information in this Brochure, you can reach your investment adviser representative (the “Portfolio Consultant”) at the email address, telephone number, or street address shown on the Brochure Supplement he or she gives you. As used in this brochure, the words "we," "our," and "us" refer the Advisor and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. SERVICES ADVISOR OFFERS Advisor offers a range of investment advisory programs and services ("Program"), including the following:
• Individual Portfolio Management Services (“IPM Services”)
• Model Portfolio Management Services (“MPM Services”)
• Financial Planning and Extended Planning Services
• Consulting Services Please note that the information in this Brochure is necessarily general and does not address all details of Advisor’s services. Because certain terms of a client’s Advisory Agreement are negotiable, clients should always refer to their individual Advisory Agreement for terms that apply specifically to them. INDIVIDUAL PORTFOLIO MANAGEMENT SERVICES ("IPM") Through our IPM Services, we offer individualized portfolio management services for clients seeking a customized approach, rather than one based on a “Model Portfolio” (see below for a description of our Model Portfolios Management). Suitability Information Through the IPM Services, the Portfolio Consultant will work with the client to identify the client’s personal and financial situation, and the investment objective, tolerance for risk, liquidity needs, and investment time horizon (all the "Suitability Information") for the account that will be managed through the IPM Services. Based on the Suitability Information and any other information the Portfolio Consultant determines appropriate under the circumstances, the Portfolio Consultant will work with the client to develop a portfolio of investments which is suitable for initial investment of the assets to be managed through the IPM Services. The portfolio will provide for allocation of the assets among various asset classes, to be managed by the Portfolio Consultant on a fully discretionary basis according to an investment style and strategy consistent with the account's Suitability Information. Portfolio Investments For IPM Services accounts, Portfolio Consultants typically develop a portfolio comprised of a diversified mix of investments consistent with the Suitability Information. The investments are drawn from the Securities About Which We Offer Advice described below, as the Portfolio Consultant determines suitable for the account. The investment strategy and any liquidity needs and investment restrictions imposed by the client will affect the specific types of investments we purchase for the account. When suitable for the account, a Portfolio Consultant may develop a portfolio and manage an account based on investment strategy ideas or investment selections from the Model Portfolios (discussed below), adapted to the individual needs and objectives of the account. At times, specific investments can include the Auer Growth Fund, IPDP, IPPP or use a portfolio designed by SSB as an allocation based upon the investment objectives. These offerings are managed by affiliated companies. Tax considerations are recognized, but not the driving force in portfolio management decisions. MODEL PORTFOLIO MANAGEMENT SERVICES ("MPM") Through our MPM Services, we offer portfolio management services based on our Model Portfolios. Each Model Portfolio is designed to meet a particular investment objective. Model Portfolios can be used to build an appropriate mix of income and growth potential for the client. For certain accounts with Client authorization, Advisor will have the authority to allocate investment management of MPM to an affiliated subadvisor IP. Following are the current Model Portfolios we offer: IntelliBuilD Growth - This model consists of about 33 domestic equity positions which are market cap agnostic. The portfolio is normally 100% invested in equities. The stock selection process uses the Investor's Business Daily IBD 50 and William O’Neil stock lists. The strategy follows a quantitative methodology while utilizing institutional level research. Turnover is reasonably high at about one or two position changes per month. The primary objective of the strategy is capital appreciation. Certain Client accounts can be sub-advised by our affiliated advisor IP. Outlier Growth - This model consists of about 33 domestic equity positions which are market capitalization agnostic. The portfolio is normally 100% invested in equities. The stock selection process uses a combination of three sources to create quantitative buy and sell decisions: 1. MAP Signals – An institutional research firm that seeks to identify equities with unusually large institutional buy-side volume, and those showing repeated instances of large volume over a period of six months. 2. Revelation Investment Research – An institutional research firm that focuses on “downside risk” attributes and scores stocks on their potential downside vs. the S&P 500. 3. William O’Neil & Co. – The publisher of Investor’s Business Daily and quantitative research firm with much of their work focused on technical momentum. Positions are scored, reviewed, and potentially changed monthly. Turnover can be reasonably high with several changing monthly. The primary objective is capital appreciation. Certain Client accounts can be sub-advised by our affiliated advisor IP. Bulls of the Dow - This model consists of the ten highest Sheaff Brock scoring stocks in the Dow Jones Industrials Index. The strategy seeks to invest in stocks that offer the best opportunity to avoid downside risk and have the opportunity to offer long term capital appreciation. The selections are rebalanced quarterly which generally results in two to three changes per quarter. Portfolio objective is capital appreciation and dividend income. Certain Client accounts can be sub-advised by our affiliated advisor IP. Dividend Growth & Income - This model consists of about 33 generally domestic equity positions. The portfolio objective is to select stocks that strive to provide high, steady and consistent dividend income as well as seeking stocks that have the ability to increase dividends and provide long term capital appreciation over time. Turnover is low at about two position changes per quarter, less than 45%. The investment objective of the portfolio is income and capital appreciation. Certain Client accounts can be sub-advised by our affiliated advisor IP. Covered Call - This model consists of 25 to 30 generally domestic equities chosen by similar methods described in the above portfolios. Each position is then covered by a "covered call" option position. First, the strategy seeks to earn premium credit from call options that can provide current and consistent income. Second, the strategy seeks to invest in high quality equities that can offer the potential for capital appreciation. Turnover is very high and short-term capital gains are common. The portfolio objective is income and secondarily capital appreciation. Certain Client accounts can be sub- advised by our affiliated advisor IP. Real Estate Income & Growth – The model is a fully invested portfolio of publicly traded Real Estate Investment Trusts (REIT), companies servicing or developing real estate, or funds focused on investments in real estate. The strategy is mostly comprised of generally smaller and midsized capitalization REITs in the 13 REIT sectors of the equity REIT universe. The REITs are selected based on the investment process of managing downside risk while focused on capturing current income and the opportunity for capital appreciation. The strategy objective is income and the opportunity for capital appreciation. Certain Client accounts can be sub-advised by our affiliated advisor IP. Preferred Income - This portfolio invests in approximately 25-30 preferred stocks. The portfolio seeks quality preferred securities (both $25-par retail preferreds and $25-par bonds) and $1,000-par institutional preferred capital securities with sufficient liquidity. The portfolio can consist of several differed types of preferreds, including cumulative preferred, callable preferred, adjustable-rate preferred, fixed-to-float preferred and trust preferred. The primary objective is to seek income. Capital appreciation is generally minimal. Certain Client accounts can be sub-advised by our affiliated advisor IP. High Yield Bond - These portfolios can invest in corporate bonds, preferred securities, bank loans, convertible securities and taxable municipal bonds. The objective is to produce predictable and consistent excess returns. Each portfolio is sub-advised by Oppenheimer Asset Management (OAM), Carmel, IN an SEC registered investment advisor. OAM principals have many years of experience managing institutional fixed income portfolios. Effective December 31, 2021, these strategies are closed to new investors. Short Duration Cash Management - The objective of the portfolio is to offer a higher current yield alternative to short-term investments such as traditional money market funds. The strategy is designed to provide liquidity and capital preservation. This portfolio is sub-advised by Oppenheimer Asset Management (OAM), Carmel, IN an SEC registered investment advisor. OAM principals have many years of experience managing institutional fixed income portfolios. Effective December 31, 2021, this strategy is closed to new investors. Salzinger Sheaff Brock - ETF and mutual fund portfolios, including the closed end portfolio offered through Advisor, are sub-advised by Mark Salzinger who is affiliated by being a member of Salzinger Sheaff Brock, LLC. See Salzinger Sheff Brock Form ADV Part 2 for more information on portfolio strategies. Option Opportunity Put Income -The objective of the overlay portfolio is cash flow and eventual capital gain income from the premiums of put options. Out-of-the-money options are initially sold on high quality equities or indices, and then expire, or become in-the-money and are rolled forward in time until expiration. Turnover of the put positions is high. Issues held are generally marginable stocks, bonds, mutual funds, cash, and short put option positions on individual equities. Put Income portfolios add additional equity risk to the underlying portfolio holdings. Index Income- The objective of the overlay portfolio is cash flow and eventual capital gain from the premiums of put option credit spreads on a recognized equity ETF/index (usually the S&P 500). A short put spread is initially sold on an equity ETF/index; consisting of a short

put option and long put option executed simultaneously. The strategy pairs a short option approximately 3% or more out-of- the money with a long "insurance"-type put usually with a strike price 15% lower. If the spread expires out-of-the-money, a gain is created, and a new spread is written. However, if the spread is in-the- money at or near expiration, the spread is rolled out in time for a credit, and a new "insurance" put is bought. Turnover of the spreads is normally monthly. Issues held are generally marginable stocks, bonds, mutual funds, cash, and credit spread put option positions. Index Income portfolios add additional equity risk to the underlying portfolio holdings. Certain Client accounts can be sub-advised by our affiliated advisor IP. The Put Income and Index Income Option Opportunity strategies can be managed as a standalone strategy using the client’s collateral or managed as an overlay on any of the model portfolio management strategies detailed above. AFFILIATED ADVISER/EXCHANGE TRADED FUNDS As described above, Advisor is affiliated by virtue of parent ownership with a registered investment adviser, IP, an SEC-registered investment adviser. IP offers two exchange traded funds, IPDP and IPPP of the Listed Funds Trust, an investment company registered under the Investment Company Act of 1940. As detailed previously in this section, the Advisor manages portfolios with similar trading strategies and objectives as IPDP and IPPP. To that end, clients need to compare the fees and expenses charged by the exchange traded funds versus those fees and expenses charged by the Advisor, as manager of portfolios that are similar in nature to the exchange traded funds. In addition, clients should compare the risks and liquidity of the two separate investments. A discussion of the applicable fees and expenses, risks and liquidity issues relating to IPDP and IPPP may be found in the prospectus for the funds at www.innovativeportfolios.com. The applicable fees, expenses, risk and liquidity issue for the Advisor managed portfolios may be found in this ADV, Part 2A under Items 4 and 5. Finally, Clients of Advisor should understand that there is a choice between the two separate investments that may result in a higher fee structure and/or lower rate of return depending upon the Client’s choice. Please refer to Item 8 for information about Advisor’s methods of analysis and investment strategies, the types of investments Advisor generally recommends, and the material risks involved with respect to the IPM Service and MPM Service. Refer to Item 12 for information regarding brokerage. FINANCIAL PLANNING & EXTENDED PLANNING SERVICES Advisor offers clients a range of financial planning services based on the specific needs of the client. Advisor and client will enter into a written Financial Planning Agreement that describes the specific Financial Planning Services Advisor will provide, and the fees for such services. Through our Financial Planning Services, the Advisor meets with the client to discuss and analyze the client’s investments and financial situation, and help the client to identify his or her financial goals and objectives, tolerance for risk, and investment time horizon, among other key factors to developing a financial plan. Clients may be asked to provide detailed information about the client's personal and family situation, estate and retirement plans, trust agreements, wills, investments, insurance, or other information necessary to provide the specific services requested. Based on the information provided by the client, the Advisor will develop recommendations to help the client towards achieving his or her financial objectives. Reliance on Information from Client, Other Professionals & Planning Assumptions In providing the Financial Planning Services, the Advisor will rely on assumptions or estimates regarding a number of important factors that may or may not turn out to be accurate at any time. These assumptions will often include subjects such as future market performance and investment returns, anticipated and reasonably foreseeable living and medical expenses, tax laws, interest rates, and other factors. Advisor will also rely on information provided by client and client’s other professionals (e.g., attorneys, accountants, etc.). Advisor is not required to verify any information received from the client or from such other professionals, and Advisor is expressly authorized to rely on such information. As a result of likely differences between the items assumed and the actual situation at any time in the future, client’s (or client’s successors’) financial situation or needs may be materially different than anticipated and client’s financial or investment objectives may not be achieved. Clients are advised that it remains their responsibility to promptly notify Advisor if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Advisor’s previous recommendations or services. Advisor will generally provide a written report or financial plan in connection with the Financial Planning Services which will usually include recommendations to assist the client in achieving his or her financial goals and objectives, which may include recommendation to use Advisor’s services to manage client’s assets. See Item 10 for potential conflicts of interest that arise as a result of the potential for compensation if the client chooses to accept such recommendation. Extended Planning Services Once the initial engagement has been completed, the client will determine the extent to which client wishes to implement the recommendations made by Advisor, and may extend the Advisory Agreement to provide for an annual, renewable extended planning arrangement which includes on-going guidance and assistance with respect to implementation and regular consultations with the Advisor. CONSULTING SERVICES Advisor provides a range of consulting services addressing a variety of investment and non-investment related matters, such as investment consultations. The scope of these project-based services varies, as each engagement is individually negotiated and tailored to accommodate the specific needs of a particular client. In these cases, the services we provide will be included in a consulting agreement negotiated by Advisor and the client. We will charge a project or consulting fee, which will vary depending on the scope of the services to be provided. Advice is based on objectives communicated, either orally or in writing, by the client or the client’s advisors. Advice may be provided through individual consultations or a written plan document, as agreed between Advisor and client. INFORMATION REGARDING OUR SERVICES Changes in Client Circumstances Clients are advised that changes in their personal or financial situation, investment objectives, tolerance for risk, or investment time horizon may cause the strategy or portfolio designated for the client’s account to become no longer suitable. In the event of any material change in client’s personal or financial circumstances, client should contact the Portfolio Consultant or Advisor promptly so that we may assist in identifying another program, strategy or other investments that better meet the client’s needs. Deposit Cash or Cash Equivalents Generally, for the IPM Services and MPM Services, client is expected to deliver only cash or cash equivalents to the Custodian. With Advisor’s consent, client may transfer securities to the Custodian, but the securities will be liquidated to cash as soon as reasonably practical, unless Advisor agrees that such assets may be retained in the account. Client may not transfer or deposit to the account any securities that are not publicly traded or that cannot be promptly sold, except upon our agreement. Client will grant us and the Custodian the authority, in our respective discretion, to liquidate securities transferred into the account or to require client to transfer such securities out of the account upon request. Clients may withdraw account assets on notice to Advisor, subject to usual and customary securities settlement procedures. Advisor designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Advisor may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. early redemption or contingent deferred sales charges) and tax ramifications, for example. Differences Among Portfolio Consultants’ Accounts Portfolio Consultants develop different portfolios for clients participating in the IPM Services and MPM Services, follow different investment strategies and styles, and have different policies and practices for developing, rebalancing, and adjusting portfolios in view of the Suitability Information of the accounts they are managing. Consequently, it is expected that the portfolios, levels of volatility, fees, expenses, returns, and performance will vary significantly among accounts from one Portfolio Consultant to another, as well as among the accounts of each Portfolio Consultant. The Portfolio Consultant will be acting on behalf of Advisor; and any discretion granted by the client to the Portfolio Consultant will be deemed to be granted to, and may be exercised by, Advisor. Advisor, as the Portfolio Consultant’s supervisor, will have the authority to direct any act of the Portfolio Consultant in the performance of any service. Although the Portfolio Consultants act under the general supervision of Advisor and Advisor monitors the accounts of each Portfolio Consultant, Advisor does not direct or mandate the investment strategy or style followed by a Portfolio Consultant. SECURITIES ABOUT WHICH WE OFFER ADVICE We offer advice regarding a wide variety of securities, including:
• exchange-listed or over-the-counter, common, preferred, or convertible securities of domestic or foreign issuers;
• warrants;
• cash and cash equivalents;
• certificates of deposit;
• corporate debt securities;
• municipal securities;
• securities issued by the US Treasury, agencies, or government sponsored enterprises;
• shares of money market funds, open-end investment companies (mutual funds), closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”); and
• option contracts on securities. However, with respect to any individual client’s account and Portfolio, our advice will be limited to those securities with respect to which the client has requested advice and those which the Portfolio Consultant determines are suitable for the account. This list is more extensive than the investments we recommend for a typical client’s account. Please refer to the discussion in Item 4 with respect to the IPM Service and MPM Service and in Item 8 for information about the investments we typically recommend. IRA and Retirement Plan Clients When the Advisor provides investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. A recommendation to roll over your assets from a retirement account to an account to be managed by the Advisor creates a conflict of interest, as we will earn additional advisory fees as a result of the roll over. There is no obligation for you to roll over your retirement account to an account managed by the Advisor. ASSETS UNDER MANAGEMENT As of December 31, 2023, Advisor managed assets of $1,350,940,663 on a discretionary basis.