U.S. Bancorp Advisor LLC (“USBA”) is an investment adviser registered with the SEC and is a subsidiary of
U.S. Bancorp, and an affiliate of U.S. Bank National Association (“U.S. Bank” or “the Bank”), a national bank
regulated by the Office of the Comptroller of the Currency. Please refer to Item 10, Other Financial Industry
Activities and Affiliations, for additional information regarding USBA’s affiliates.
USBA provides investment advisory services to clients through two wrap fee programs: the Managed Account
Solutions Program (“MAS Program”) and the Personal Portfolio Solutions Program (“PPS Program”).
This Brochure applies only to the MAS Program. USBA Financial Advisors authorized to provide services
include Financial Advisors or Senior Financial Advisors, collectively referred to as Financial Advisors (“FAs”).
USBA and its FAs may be referred to as “us,” “we” or “our,” while clients may be referred to as “you” and
“your” throughout this Brochure.
Envestnet Asset Management, Inc. (“Envestnet”), an SEC-registered investment adviser that is not affiliated
with USBA, is the sponsor for the MAS Program and provides the technology platform for all accounts on the
MAS Program.
The MAS Program is a discretionary wrap fee program for which clients pay a single asset-based fee (or “wrap
fee”) for both investment advisory services and the associated brokerage transactions and custody. We receive a
portion of this fee. This wrap fee is not based on the number of transactions made in your account. It is based on
the size of the account we manage for you. If you invest in a traditional brokerage account, you will likely be
subject to charges for each transaction. Because wrap programs do not have fees or charges associated with each
transaction, wrap fees may be greater for similar services provided through a traditional brokerage account.
Conversely, clients invested in a traditional brokerage account may incur a higher or lower overall cost for the
same services, depending on the number of trades in their account. Clients may request fee information on
similar programs or other types of accounts from their FA. In the MAS Program, we generally do not exercise
investment discretion although we are permitted to do so under the terms and conditions of our agreement with
you. Any applicable sub-adviser(s), which may include Envestnet or its subsidiary Portfolio Management
Consultants (“PMC”) (also referred to as “Sub-managers”), generally exercise investment discretion over your
account. Please refer to Envestnet’s disclosure document for more information.
In the MAS Program, we present a selection of various investment strategies for your review and approval. If
you approve the investment strategy, we will invest your assets accordingly. Once your assets are invested, Sub-
managers are granted the authority by you to manage the account on a discretionary basis. The MAS Program is
described in more detail below.
All accounts in the MAS Program are held in custody at National Financial Services LLC (“NFS”), a registered
broker-dealer operating as a brokerage clearing firm to provide transaction execution, clearance, settlement,
custody and related services in connection with the MAS Program. NFS, which is not affiliated with us, also is
the clearing broker for USBA brokerage accounts. However, USBA may be deemed to have custody under
applicable regulations because of its arrangement with NFS where NFS may rely wholly on USBA for certain
actions on behalf of your account. In addition, U.S. Bank serves as the IRA Custodian for clients with Individual
Retirement Accounts although all custodial functions are performed by NFS.
Including our predecessor organizations, we have been in business as a broker-dealer since 1983 and began
offering investment advisory services as a registered investment adviser in 1999. Our registration with the SEC
as a registered investment adviser became effective in August 2009. As of December 31, 2023, client assets
managed on a discretionary basis under the MAS Program were $1,295,355,718 for 3744 clients. There are no
client assets managed on a non-discretionary basis under the MAS Program.
MANAGED ACCOUNT SOLUTIONS PROGRAM
Overview
You may choose one or more of the following investment advisory Sub-programs offered through the MAS
Program:
(1) Fund Strategist Portfolio Sub-program (“FSP”);
(2) Separately Managed Account Sub-program (“SMA”);
(3) Unified Managed Account Sub-program (“UMA”); and
(4) Choice Unified Managed Account Sub-program (“Choice UMA”).
With respect to all of the Sub-programs described in this section, we assist you in your selection of one or more
of the MAS Sub-programs through a review of your investment criteria, including, among other information,
your investment goals, income requirements, time horizon, and risk tolerance. We enter the relevant information
you provide into Envestnet’s system, which analyzes the information and establishes an investor profile for you.
This investor profile forms the basis for the investment strategy that is recommended. Based on your investor
profile, your FA will create and propose an investment strategy utilizing the approved product list (“Approved
Product List”) that is provided quarterly by Portfolio Management Consultants (“PMC”), the research and
consulting division of Envestnet. PMC performs the ongoing research and due diligence that drive the selection
of asset managers, mutual funds, and ETFs available in our MAS Program. For additional information on PMC,
please refer to Envestnet’s Form ADV Part 2A – Appendix 1.
After your initial approval, Envestnet and Sub-managers will manage your portfolio(s) on a fully discretionary
basis which means they are not required to seek your approval prior to each transaction. Under certain
circumstances, we may exercise our discretionary authority, pursuant to the MAS Program Terms and
Conditions to replace any Sub-manager and/or investment(s) held in your account(s) that are no longer eligible
for participation in PMC’s Approved Product List, with an approved Sub-manager and/or investment(s) without
your consultation or your verbal or written authorization. In addition, if you choose a UMA or Choice UMA,
your FA may, without consulting you, change the allocation of your account by changing any Sub-manager,
investment model, or security held in the account solely for the purpose of disposing of a Sub-manager,
investment model, or security being removed from PMC’s Approved Product List as long as the changes are
consistent with your risk tolerance and investment objective. Generally, your FA will present any recommended
changes to you for approval before implementing them. A taxable event may occur as a result of changing Sub-
managers and/or investment(s) and you are solely responsible for any resulting tax liabilities. You are
encouraged to consult with your tax professional regarding these types of events.
You may also request reasonable instructions and/or investment restrictions to the extent that we, Envestnet or a
Sub-manager are able to accommodate the request. Restrictions cannot be imposed on how any particular
mutual fund, exchange-traded fund (“ETF”) or investment company security is managed, including the selection
of securities invested by each fund. For all Sub-programs, you directly own an interest in each of the securities
that are invested in your account.
AMG model portfolios were developed by U.S. Bank’s Asset Management Group (“AMG”). For purposes of
this document only, the term Sub-Manager 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.
The available MAS Sub-programs are described below:
Fund Strategist Portfolio Sub-program
FSP is a discretionary asset allocation program that offers clients diversified model portfolios generally using
ETFs and mutual funds. Each FSP model portfolio seeks to achieve a specific investment objective while
striving to maintain a level of risk that is appropriate for your investor profile.
The FSP model portfolios are
designed and actively managed by Envestnet and/or Sub-managers that provide their model portfolios to
Envestnet. Some FSP model providers may use mutual funds that invest in alternative investments, leveraged
and/or inverse ETFs in the portfolios as appropriate, and in a manner that is consistent with the client’s investor
profile and investment strategy. The use of such securities can result in higher volatility and involves significant
risks. Please refer to Item 8, Methods of Analysis, Investment Strategies and Risk of Loss, for additional
information. You will be provided with an initial allocation recommendation that corresponds to your investor
profile. After your approval, Envestnet manages your account on a discretionary basis in a manner consistent
with the Sub-manager’s management of the model portfolio. Should the risk associated with the model portfolio
drift from your risk tolerance over time, your FA may recommend a different model or discuss potential changes
to your investor profile as necessary.
Separately Managed Account Sub-program
SMA offers an investment portfolio of actively managed individual securities that correspond to specific asset
classes. Each investment portfolio is managed by a Sub-manager (“Separate Account Manager”). Envestnet and
the Separate Account Manager manage the separate account model portfolio on a discretionary basis. Neither
Envestnet nor the Separate Account Manager coordinates their management of your account with any of your
other accounts which may be managed by the same Separate Account Manager or other Separate Account
Managers. This may cause your portfolio to be over-weighted in certain securities or asset classes. Should the
risk associated with the model portfolio drift from your risk tolerance over time, your FA may recommend a
different model or discuss potential changes to your investor profile as necessary.
Unified Managed Account Sub-program
UMA offers an investment portfolio that accesses Separate Account Managers, mutual funds and/or ETFs
within one integrated managed account. To implement your investment strategy, Envestnet and your FA will
recommend a suitable asset allocation model for you and a selection of Sub-managers, mutual funds, and ETFs
from which your FA can select and recommend for each asset class within the model. Subject to your investor
profile and risk tolerance, your FA may customize the Envestnet-recommended asset allocation model as
necessary. Your FA will present the recommended investment portfolio to you for approval, subject to
reasonable investment restrictions that you request and that we and Envestnet can accommodate. Envestnet
rebalances the account among the asset classes periodically, to remain consistent with your investor profile, and
as investment risks and opportunities are identified. After your approval of the investment strategy, Envestnet
and the Sub-manager(s) manage the portfolio on a discretionary basis, without your prior consent. During the
life of your account, your FA may, without consulting you, change the allocation of your account by changing
any Sub-manager, investment model, or security held in the account as long as the changes are consistent with
your risk tolerance and investment objective. Should the risk associated with the model portfolio drift from your
risk tolerance over time, your FA may recommend a different model or discuss potential changes to your
investor profile as necessary.
Envestnet provides two optional overlay management services within the UMA sub-program for an additional
fee. The first service is the tax overlay and management service (“Envestnet Tax-Overlay Management
Services”) which seeks to consider tax implications that may detract from your after-tax returns. The end goal of
the Envestnet Tax-Overlay Management Services is to improve the after-tax return for you while staying as
consistent as possible with your risk and return characteristics provided by the model portfolios. The second
service is the Values Overlay Management Services (“Envestnet Values Overlay Management Services”),
formerly referred to as ‘Impact Overlay Management Services’, which seeks to integrate environmental, social
and governance (or ESG) factors into their investment based on your personal social values while staying as
consistent as possible with your risk and return characteristics provided by the model portfolios. In order to be
eligible to select one or both overlay management services, Envestnet requires that at least 50% of your portfolio
is managed by an equity Separate Account Manager. You may choose to add or terminate these services at any
time, and if you remove a Separately Managed Account from your portfolio, the overlay management services
will terminate as well. Neither USBA (or your FA) nor Envestnet can guarantee that your tax liability will be
reduced or that any indicated limits or mandates will be met. As a reminder, USBA, your FA and Envestnet do
not provide tax planning advice or services; you should speak with your own tax advisor for tax related
questions.
Choice Unified Managed Account Sub-program
Choice UMA offers an investment portfolio that accesses mutual funds and/or ETFs within one integrated
managed account. To implement your investment strategy, Envestnet and your FA will recommend a suitable
asset allocation model for you and a selection of mutual funds and/or ETFs from which your FA can recommend
and select for each asset class within the model.
The Private Bank Asset Allocation Model was developed by HighMark Capital Management, Inc (“HCM”), a
previously registered investment adviser and an affiliate of USBA. The Private Bank Asset Allocation Model is
no longer offered as of June 9, 2023. In addition, HCM ceased conducting investment advisory activities as of
January 1, 2024.
The Envestnet asset allocation models are based on a 7-point risk scoring system and your FA will present the
recommended investment portfolio to you for approval, subject to reasonable investment restrictions that you
request and that we and Envestnet can accommodate. Envestnet rebalances the account among the asset classes
periodically, to remain consistent with your investor profile, and as investment risks and opportunities are
identified. After your approval of the investment strategy, Envestnet will manage your portfolio on a
discretionary basis, without your prior consent.
During the life of your account, your FA may, without consulting you, change the allocation of your account by
changing the investment model, or security held in the account as long as the changes are consistent with your
risk tolerance and investment objective. Should the risk associated with the model portfolio drift from your risk
tolerance over time, your FA may recommend a different model or discuss potential changes to your investor
profile as necessary.
WealthBuilder Sub-program
WealthBuilder is a discretionary asset allocation program that offers clients diversified model portfolios
generally using ETFs and/or mutual funds. The model portfolios are designed and are actively managed by
Envestnet and Sub-managers that provide their model portfolios to Envestnet. WealthBuilder model providers
may also use alternative mutual funds, leveraged and/or inverse ETFs in the portfolios as appropriate, and in a
manner that is consistent with the client’s investor profile and investment strategy. The use of alternative mutual
funds or leveraged and/or inverse ETFs can result in higher volatility and decreased or increased performance
and involves significant risks. Please refer to Item 8, Methods of Analysis, Investment Strategies and Risk of
Loss, for additional information. Envestnet manages your account on a discretionary basis in a manner
consistent with the Sub-manager’s management of the model. Should the risk associated with the model
portfolio drift from your risk tolerance over time, your FA may recommend a different model or discuss
potential changes to your investor profile as necessary. As of January 31, 2020, USBA stopped accepting new
accounts into the WealthBuilder Sub-program.