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. 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 including providing the Investment 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. 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 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. You may impose restrictions on the sale of certain securities held in your Account, but you may not specify securities that should be purchased. 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;
• 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 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 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.