Cetera Advisory Services LLC (“CAS” or “Firm”) is an SEC-registered investment adviser and limited liability company organized in 2016
under Delaware law that sponsors, and provides investment advisory services in, the My Advice Architect Platform (MAA Platform). In
this Brochure, “you,” “your,” “client,” and “customer” refer to the individual who opens an investment advisory account (Account) in the
Program(s) (defined below). “Advisor” refers to the investment adviser representative of an investment adviser related with CAS (Related
RIA) who provides certain investment advisory services to you. Related RIA is a co-sponsor of, and acts as an investment adviser to, the
Programs. Related RIA and CAS are sometimes referred to as “we” or “us.” Please refer to the applicable Related RIA’s ADV Part 2A for
more information about that Related RIA. “Clearing Broker” refers to the broker-dealer executing securities transactions for your account.
As of December 31, 2023, the Firm had $0 in assets under management and has $55,577,069,176 assets under administration. All assets
in these Programs are managed by the Firm’s Related RIA.
The Firm is a wholly-owned subsidiary of Cetera Financial Group, Inc. (Cetera), a Delaware corporation, which is wholly owned by Aretec
Group, Inc. (Aretec). Aretec is a wholly-owned subsidiary of GC Two Intermediate Holdings, Inc., and an indirect wholly-owned subsidiary
of GC Two Holdings, LLC and GC Three Holdings, LLC. Please refer to Item 10 of this Brochure for more information on our corporate
structure.
Advisor also provides brokerage services to you as a registered representative of a broker-dealer related to CAS (Related BD) (certain of
our Related RIAs are also Related BDs). Envestnet Asset Management, Inc. (Envestnet), an independent investment adviser, acts as a
co-sponsor and investment adviser in each of the Programs, with the exception of the Advisor Program (defined below). Please refer to
Envestnet’s Form ADV Part 2A for more information about Envestnet.
Important Considerations Prior to Opening an Account
Prior to opening an Account, your Advisor will help you complete a risk tolerance questionnaire based on your risk tolerance, investment
time horizon, and investment objectives. This information, along with consideration of all your assets, income, investments, and overall
financial picture, will be used to select any of the Program(s) and an investment strategy(ies). The selection will be reflected in a Statement
of Investment Selection (SIS), for which you will be required to review and sign. If your financial situation changes, including your goals
and objectives, it is important that you let your Advisor know as soon as possible.
The list below is meant to provide you with general overviews of several important facts that are common with the Programs that we offer.
While the list below is not meant to include every possible situation, we do consider and take into account the following:
Reasonable Restrictions
Upon written request to your Advisor, you may impose reasonable restrictions on the management of your Account. For example, a
reasonable restriction may indicate your desire that we do not invest in a certain sector or industry. Your Advisor will also proactively
reaffirm with you any modifications you may have to these restrictions at least on an annual basis during your normally scheduled client
review meetings. Pursuant to any restriction(s) you may suggest, your Advisor will document this upon receipt.
However, your Advisor may refuse to accept or manage your account if he/she determines that such restrictions are unreasonable. In
the event that your Advisor is unable to accept your restriction, he/she will give you the opportunity to modify or withdraw the restriction.
Deposits and/or Withdrawals
Unless specifically stated, you may make additions to or withdrawals from your Account at any time. If your Account falls below the
minimum required account value, we may terminate your Account. You may also add securities to your Account; however, note that we
reserve the right to not accept particular securities into your Account.
In Kind Transfers
Accounts may be funded with both cash and securities with the Firm reserving the right to decline to accept particular securities.
Trading Authorization
Advisory accounts typically involve the purchase and/or sale of securities. Most Programs are managed solely on a discretionary basis,
but accounts in the Advisor Program and the Advisor II Program may be managed on a nondiscretionary basis too. Unless you elect to
open a nondiscretionary Advisor Program or Advisor II Program account, by completing the account opening documentation you authorize
(i) us and/or Envestnet to have discretion over your account, or (ii) the Manager (defined below) selected in a Manager Program (defined
below) account to have discretion over your Account. With the exception of Advisor Program and the Advisor II Program, Envestnet, or
if applicable the Manager, has full discretion to place orders for the purchase and sales of securities in accordance with your selected
portfolio and to rebalance your Account.
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Trade Confirmations
You will receive trade confirmations from Clearing Broker for each security transaction placed in your Account. Trade confirmation
suppression is available upon client request.
Quarterly Performance Reports
On a calendar quarter basis, you may receive a performance report that indicates how your Account has performed over time. If you have
any questions regarding the performance of your Account, please contact your Advisor.
Minimum Account Opening Balance
Each Program requires a program-specific minimum account opening balance. At its sole discretion, the Firm may waive the minimum
account size. If you establish a new account and deposit funds less than the minimum opening balance requirement, your funds will not
be managed until the minimum dollar amount is met. Your cash will be placed into the Cash Sweep Program as discussed below in Item
14 until the minimum opening balance requirements are met.
Important Note about Wrap Fee Programs
All Firm-Sponsored Programs, with the exception of Advisor II Program, are considered “wrap fee” programs, in which the client pays a
specified fee for
portfolio management services and trade execution. Wrap fee programs differ from other programs in that the fee structure
for wrap programs is all-inclusive, whereas non-wrap fee programs assess trade execution costs that are in addition to the investment
advisory fees. Refer to the Appendix 1 Wrap Brochure for more complete information about the Firm-sponsored wrap fee programs.
Depending on the particular Program selected, your Account will be managed by Advisor or Manager and/or will utilize investment model
portfolios created by registered investment advisers (each an “Investment Manager” or “Strategist”) and unrelated third-party money
manager(s) in accordance with the applicable Advisor’s, Manager’s, Cetera Investment Management LLC (CIM), and/or Investment
Manager’s investment methodology and philosophy. Firm and Related RIA share a portion of the Program Fee (listed in the Firm’s
Appendix 1 Wrap Brochure) that you pay to participate in the Programs. The Advisor receives the Advisor Fee referenced in the SIS that
you complete when you open an Account. Additionally, depending on the Program, the Investment Manager, Model Provider (defined
below), and/or Manager will also receive a fee as described in your SIS or other document as designated by us.
More Detail About our Advisory Services
We have developed the MAA Platform, which consists of several advisory services and programs listed below (each a “Program and
collectively the “Programs”) to give you as much flexibility as possible. The specific Program selected by you may cost you more or less
than purchasing program services separately. Factors that bear upon the cost of a particular Program in relation to the cost of the same
services purchased separately include, but may not be limited to, the type and size of the account, the historical and/ or expected size or
number of trades for the account, and the number and range of supplementary advisory and client-related services provided to the account.
Available Programs
The following is a list of our available Programs (Firm-Sponsored Programs):
a. Unified Program*
b. Guided Program*
c. Advisor Program*
d. Advisor II Program
e. Manager Program*
Programs identified with an asterisk above are considered wrap fee programs and are described in detail in the My Advice Architect
Appendix 1 Wrap Brochure. Please refer to that brochure for a complete discussion of the Firm-sponsored wrap fee programs. We may
add new Programs from time to time. For a list and descriptions of the current Programs we offer, please request the most up to date
version of the My Advice Architect Appendix 1 Wrap Brochure.
Advisor Program (APM) and Advisor II Program (APM II). APM and APM II are materially the same with one important exception. In
APM, Related RIA or Related BD pays for any transaction costs (the fees associated with purchasing or selling securities) incurred in
your account. Refer to the My Advice Architect Appendix 1 Wrap Brochure for a more complete discussion of APM. In APM II, transaction
costs are paid by you. Because you are not paying for transaction costs in APM, the Program Fee in APM is higher than the Program Fee
in the APM II. Please refer to Item 5 of this brochure for further information regarding fees for each Program. Both APM and APM II can
be managed on a discretionary or non-discretionary basis, as shown on the SIS. You and your Advisor will work together on determining
the investment strategy that works for you. Your Advisor must obtain your authorization to change your risk profile. Envestnet does not
provide advisory services or act as co-sponsor for either Program. Both Programs offer you access to a selection of multiple products
and security types and allow your Advisor to build an investment strategy with these securities in order to meet your financial needs. The
Advisor is responsible for the creation, implementation, and ongoing management of the investment strategy. The Related RIA may have
a financial incentive to recommend one of these programs over the other based upon anticipated trade volume and the different Program
Fees, which result in additional compensation to the Related RIA and/or the Related BD.
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Borrowing Money (Margin Accounts) in the Advisor Program and Advisor II Program
A margin account is an account where you may borrow funds for the purpose of purchasing additional securities. You may also use a
margin account to borrow money to pay for fees associated with your Account or to withdraw funds. If you decide to open a margin account,
please carefully consider that: (i) if you do not have available cash in your Account and use margin, you are borrowing money to purchase
securities, pay for fees associated with your Account or withdraw funds; and (ii) you are using the securities that you own as collateral.
Money borrowed is charged an interest rate that is subject to change over time. This interest rate is in addition to other fees associated
with your Account. The Firm retains a portion of the margin interest charged, which is a source of revenue. This compensation represents
a conflict of interest as the Firm has a financial benefit when you maintain a margin debt balance. However, this compensation is retained
by the Firm and is not shared with your Advisor, so your Advisor does not have a financial incentive to recommend that you maintain a
margin balance. Your Advisor has a conflict of interest when recommending that you purchase or sell securities using borrowed money.
This conflict occurs because your advisory fee is based on the total market value of the securities in your Account. If you have a margin
debit balance (in other words you have borrowed and owe money to Related RIA or Related BD), your margin debit balance does not
reduce the total market value of your Account. In fact, since you have borrowed money to purchase additional shares, the total market
value of your account will be higher, which results in a higher advisory fee.
Please also carefully review the margin disclosure document for additional risks involved in opening a margin account. Please also
carefully review the margin disclosure document for additional risks involved in opening a margin account. Please refer to Related RIA’s
ADV Part 2A for more information about margin accounts in the Advisor Program and Advisor II Program.