A. Description of Arete Wealth Advisors, LLC Arete Wealth Advisors, LLC, an Illinois limited liability company (“Arete,” “we” or “the firm”), is an investment advisor registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”). Please note that registration with the SEC does not imply a certain level of skill or training. Arete is wholly owned by a parent holding company, Arete Wealth, Inc. The parent holding company has another wholly owned subsidiary, Arete Wealth Management, LLC that is a broker-dealer. Some of Arete’s investment advisor representatives may also be registered as registered representatives with Arete Wealth Management, LLC. Therefore, Arete’s investment advisor representatives may be able to offer clients both investment advisory and brokerage service. Clients should speak to their Arete representatives to understand the different types of services available through Arete and its associated companies. This brochure describes Arete and explains the types of advisory services that we offer, including investment consulting, discretionary advisory, pre- retirement and financial planning services (together the “advisory services”). Arete has offered professional asset management services since it was formed in 2007 and been registered with the SEC since January 2009. We provide investment advisory services to individuals, pension and profit-sharing plans, trusts, estates and charitable organizations and other corporate and business organizations (the “Clients”). Item 7 of this brochure contains more information regarding the types of Clients to which we provide advisory services. B. Advisory Services Offered by Arete Discretionary Advisory Arete furnishes investment advice predominantly through discretionary advisory services. Discretionary advisory services begin with a detailed financial assessment of the Client, including risk tolerances and investment objectives. The investment advisory representative (an “Advisor”) will use information provided by the Client to identify appropriate investment goals , which will be reflected on Arete’s Investment Advisory Contract and Investment Consulting Services and Financial Services Planning Agreement (“IAC”). Before the Client executes the IAC, the Advisor will carefully review it with the Client. Through the IAC, the Client can grant his or her Arete Advisor investment discretion to manage the Client’s assets in accordance with the IAC. The Arete Advisor will then create a portfolio using a mix of investments that can include stocks, bonds, mutual funds (stock funds, bond funds and other asset classes), options, warrants, real estate investment trusts (“REITs”), exchange-traded funds (“ETFs”), alternative investments, and other securities. For more details about investment types please refer to part C below. The Arete Advisor may also recommend the use of a third-party money manager for independent expertise on asset allocation. More information about third-party money managers can be found in Part C below. One of Arete’s Advisors has developed various asset allocation models, all of which are strictly rule-based allocation models and are subject to strict parameters with respect to trading. These models are called global dynamic asset allocation (“GDAA”), value + quality + momentum + timing (“VQMT”), and the quality large value with income (“QVLI”). Each of these models focuses on different product types. For example, GDAA focuses on Exchange Traded Funds and Exchange Traded Notes (collectively referred to hereinafter as “ETFs”), while VQMT focuses on small company stocks and QVLI focuses on larger company stocks. All of the component stocks within the allocation models must satisfy the criteria used by the models. The component securities are then allocated in accordance with the rules and parameters set forth in the disclosure documents pertaining to the respective model. These disclosure documents are distributed to interested investors prior to their investments. Although the models have strict parameters, this trading is still considered “discretionary.” If you are interested in one of these asset allocation models, please ask your Advisor about the particular asset allocation model or models that you are interested in and review the disclosures provided. More information about these models is set forth in certain disclosure documents for the models, which identify the specific rules and parameters for the various allocation models. In all of the discretionary advisory services, once the portfolio is created and the advisory plan implemented, the Arete Advisor will continuously monitor the portfolio and adjust the portfolio as necessary. Investment Consulting Arete Advisors also provide investment advice through Investment Consulting, although Clients use this feature less frequently than the others. Investment Consulting begins with a detailed financial assessment of the Client in order to identify the Client’s financial objectives and goals for the engagement, including risk tolerances and investment objectives. The Advisor will use information provided by the Client to identify one or more investment goals. The Advisor will then provide investment recommendations to the Client based upon the identified goals, either in terms of the asset class or specific type of security. The Advisor will consult with and advise the Client regarding the investments recommended by the Advisor. Investment Consulting Clients do not grant Arete any investment discretion or trading authority. Investment Consulting is provided through the IAC, a Non-Discretionary Advisory Agreement, or a Consulting Agreement. The Non-Discretionary Advisory Agreement is used when a Client places assets with one of Arete’s custodians. The Consulting Agreement is used when the assets are maintained outside of Arete’s custodians but may also be used for the purpose of non-discretionary advisory services. For more information on Investment Consulting please refer to the applicable agreement. Financial Planning Arete offers financial planning services to Clients on a either comprehensive or limited focus basis. Financial plans may encompass all or some of the following areas of financial concern to the Client:
• Investments;
• Asset allocation review and recommendations;
• Cash management;
• Insurance planning/Risk management;
• Estate planning goals;
• Retirement planning;
• Education planning;
• Wealth transfer between generations and to charitable organizations;
• Family office services; and
• Private asset management. Arete Advisors obtain the necessary financial information through a personal interview with the Client. This interview will address topics such as financial status, future goals, and attitude towards risk. The Advisor will also review related documents and data supplied by the Client. A written financial plan may be prepared and provided. The implementation of financial plan recommendations is entirely at the discretion of the Client. Financial plans are not limited in any way to products or services provided by any particular company. However, in general, only products and services that Arete is able to provide will be offered by the Advisors. For more information on products that may be offered, please refer to Part C below. When we provide 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. C. Personalized Service and Product Types We individualize our services depending on the nature and type of Client (i.e. individual, pension plan, charitable organization or other). Clients can place reasonable restrictions on the types of investments that will be made on their behalf. Arete reserves the right to not accept, or to terminate, an account if Arete believes the restrictions imposed are not reasonable or prohibit effective management of the account. Arete is not obligated to implement other investment selections if it believes such investments are inconsistent with a Client’s risk tolerance or Arete’s management style. Charitable Organizations, Trusts, and Estates Generally, charitable, trust and estate Clients provide their Advisors with an investment policy to follow, which is reviewed regularly. The Arete Advisor will invest the assets in accordance with the investment policy. Retirement Plan Services We offer Non-Discretionary Investment Advisory Services, Discretionary Investment Management Services, and Administrative Services (each a form of “Retirement Plan Services”) that are designed to assist plan sponsors (“Sponsor(s)”) of employee benefit plans (“Plan(s)”). When providing any Non-Discretionary Investment Advisory Service, we will solely be making investment recommendations to the Sponsor and the Sponsor retains full discretionary authority or control over assets of the Plan. We agree to perform any Non-Discretionary Investment Advisory Service to the Plan, as a fiduciary, as defined in ERISA Section 3(21)(A)(ii) and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing any Discretionary Investment Management Service, we will be exercising discretionary authority or control over assets of the Plan. We will have full power and authority to select, monitor, remove and replace the investment options offered under the Plan; provided, however, we will not have any power or authority to direct the investment of Plan assets to any investment. We agree to perform any Discretionary Investment Management Service to the Plan as a fiduciary, as defined in ERISA Section 3(21)(A)(i), and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services would exercise under similar circumstances. In some cases, we may be performing Discretionary Investment Management Services to the Plan as a fiduciary under ERISA Section 3(38) and will act with the degree of diligence, care and skill that a prudent person rendering similar services would exercise under similar circumstances. In those cases, this discretionary authority is specifically granted to us by the Sponsor, as specified in the services agreement. Arete may provide administrative services to the Sponsor such as plan governance guidance, vendor management, service provider selection and review, and investment education and other Plan participant non- fiduciary education. We perform all administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. Individual Clients Our relationships with our Clients are in-depth and personalized. We tailor our advisory services to meet each Client’s particular needs. The Arete Advisor will work directly with the Client and any other of the Client’s advisors to build and protect wealth over the long term. Arete Advisors ask each Client to complete an investor questionnaire (the IAC) to assist us in developing investment objectives that reflect each Client’s unique goals, liquidity requirements, risk-tolerance and time horizon. Clients may have multiple Arete accounts, and each may have different investment objectives. Advisors review the IAC periodically (at least annually) to be sure the objectives continue to meet the Client’s particular needs and goals. Risk tolerance levels will be documented in the IAC. In this process, Advisors also assist the Client in developing appropriate allocation objectives. However, market volatility can sometimes change asset values. When this happens, the allocation of the assets may become inconsistent with the Client’s desired allocation objective. If appropriate, the Advisor may rebalance the portfolio to align with the allocation objectives. Rebalancing the portfolio can lead to additional trading costs. One exception to this are the GDAA, VQMT and the QLVI allocation models described earlier. These models re-evaluate their allocations at strict pre-determined intervals, typically monthly, and are based entirely on quantitative and qualitative rules governing security selection and allocation percentages. Execution costs are mitigated using methods described under Fees and Compensation later in this brochure. Third-Party Money Manager Relationships Arete Advisors may recommend that all or a portion of the Client’s assets in an account be managed by a third-party money

manager. If that is the case, the Advisor will ask for authorization to use discretion in selecting or changing a strategy with the third-party money manager, or changing the third-party money manager entirely, without prior notice. In most cases, the client pays the third-party money manager an investment management fee and the third-party money manager pays Arete a “solicitors’ fee” for identifying qualified Clients to the third-party money manager. In some cases, the third-party money manager is a sub-advisor and the fees payable to Arete are shared with the sub- advisor. With respect to sub- advisors, Arete may separately itemize the combined fee on Client statements for greater transparency, showing the third-party money managers’ fee as well as the net portion payable to Arete. Solicitor Services for Third-Party Money Managers Arete also acts as a solicitor for various third-party money manager investment advisors, who are registered investment advisors with the SEC and who have entered into an agreement with Arete (“Solicitors’ Agreement”). Because Arete is dually registered as both a broker-dealer and a registered investment advisor, Arete and its Advisors may recommend, based on a Client’s individual circumstances, suitability, and needs (as discovered during the Client’s initial meeting and per the IAC) that the Client engage a third-party money manager to act as the Client’s registered investment advisor to manage the Client’s portfolio. Arete’s Advisor will disclose to the Client that Arete acts as a solicitor for these third-party money managers and will derive a solicitor’s fee (sometimes referred to as a “referral fee”) for referring the Client to the third-party money manager. If the Client agrees to the use of a third- party money manager, Arete’s Advisor will determine which third-party money manger’s portfolio management style is appropriate and suitable for the Client. Factors considered in making this determination include account size, risk tolerance, the opinion of the Client and the investment philosophy of the third-party money manager. Among other things, the Arete Advisor will discuss the benefits of using the third-party money manager (utilizing the third-party money manager’s brochure, Form ADV and other pertinent documents) and provide the Client with paperwork that shows the various strategies and different programs used by the third-party money managers, along with the fees charged by the third-party money manager. If the Client is interested in the use of the third-party money manager to assist the Client with the investments in the Client’s portfolio, the Arete Advisor will ask the Client to enter into an investment advisory agreement with the third-party money manager and disclose that, pursuant to the Solicitor’s Agreement that Arete has with the third-party money manager, Arete and its Advisor will receive as a referral fee a portion of the total advisory fee paid to the third-party money manager by the Client. Pursuant to the Solicitor’s Agreement and disclosure, the Arete Advisor will also provide the Clients with a copy of the third-party money manager’s Form ADV Part 2A and other documents mandated by the Investment Advisers Act of 1940, as amended. In addition, the Arete Advisor will provide certain disclosures regarding the engagement of a third-party money manager as the Registered Investment Adviser for the account. These disclosures include, but are not limited to: (i) the identity of the third- party money manager and the fact that the Client must enter into the third-party money manager’s investment advisory agreement; (ii) Arete is acting as a solicitor and will be paid a referral fee for recommending the Client to the third-party money manager; (iii) as solicitor, Arete is obligated to provide the Client with certain disclosures pursuant to Rule 206(4)-3 of the Investment Advisers Act of 1940, as amended; (iv) as solicitor, Arete will NOT be acting as the Registered Investment Adviser for these accounts and, as such, Arete will render no investment advice with respect to the investments within the portfolio that will be managed by the third-party money manager; (v) certain fees associated with the third-party money management account, which may include investment account fees, annuity fees and/or third-party money management fees, but exclude other fees such as all fees, charges and commissions associated with a brokerage account (which may be payable to Arete as the broker-dealer executing those transactions at the direction of the third-party money manager or the Client), all fees and charges associated with the purchase or sale of mutual funds shares as disclosed in the prospectus (including, but not limited to, 12b-1 fees, contingent deferred sales charges, and record keeping fees), custodian fees and any other fees deemed relevant;(vi) how the fees are to be paid to the third-party money manager and the consequences of certain actions with respect to direct payment from the account; and (vii) with respect to variable annuity accounts, certain issuers may also have asset allocation models available for no additional fees. Clients should refer to the third-party money manager’s disclosure document for a full description of the services offered by the respective third-party money manager. Pursuant to the terms of the Solicitor’s Agreement, Arete and its Advisor will (i) assist the Client in determining the initial and ongoing suitability for the third-party money manager’s investment portfolio; (ii) forward notices, directions, and instructions from the Client to the third-party money manager and (iii) describe the third-party money manager’s services but will render no investment advice on behalf of the third-party money manager. At the time of the referral to the third-party money manager, Arete will ensure that all federal and/or state requirements governing solicitation activities of its registered Advisors are met. As disclosed in Items 5 and 10 below, Arete and its Advisors only recommend third-party money managers that pay Arete a referral fee under a Solicitor’s Agreement. Accordingly, there is a financial incentive for Arete and its Advisors to recommend certain third-party money managers over others who do not pay Arete a referral fee. Similarly, there may be other third-party money managers and/or programs that could provide similar services to the Clients at a lower cost. Arete and its Advisor will carefully discuss this with Clients so that Clients can make an informed decision on whether or not to engage the third-party money manager as a registered investment advisor. Accordingly, the Client should review the fees associated with the use of a third-party money manager, in light of the services offered, to determine whether to utilize the services of the third- party money manager. Third-Party Money Managers Acting as Sub-Advisors Arete may engage other registered investment advisors to assist it with advisory services to its clients. In this case, Arete will enter into a sub-advisory agreement with these third-party money managers. Unlike the arrangement under the Solicitor’s Agreement, Arete will be acting as the Registered Investment Adviser and the Client will be paying the combined investment advisory fees to Arete. Arete will then use the payment of the combined fee to pay its sub-advisor. In some cases, for greater transparency, this combined fee may be separately itemized on Client’s statements. Advisors may offer Client access to the Telos Platform. Telos gives Client access to model portfolios of a wide variety of third-party investment managers as well as a portal through which to view and consolidate outside accounts, lending, and directly held investments. Arete and its Advisors may have a financial incentive to direct Client to the third-party model portfolios available on Telos rather than to strategies offered by other third-party managers. Fees charged for access to the third-party managed strategies on Telos or other platforms may be higher than those charged by the same third-party managers elsewhere. Product Types Subject to the Client’s IAC, the Advisor may invest and reinvest Client’s assets in a variety of securities and other investments. In addition, Arete Advisors may use these investment options in different variations and levels to meet the specific need of the individual Client. These securities and other investments may include, among other securities or other investments permitted under Client investment guidelines:
• Equity securities;
• Exchange-listed securities;
• Warrants;
• Corporate debt securities (other than commercial paper);
• Certificates of deposit;
• Municipal securities;
• Investment company securities;
• Variable life insurance;
• Variable annuities;
• Mutual fund shares;
• United States government securities;
• Options contracts;
• Exchange-traded funds (“ETFs”);
• Real estate investment trusts (“REITs”);
• Limited partnerships;
• Hedge funds;
• Private equity;
• Cryptocurrency funds;
• Interests in partnerships investing in:
• Real estate
• Oil and gas. Individuals associated with Arete, either as an Advisor or otherwise, may have an interest in some of these investments. Please refer to Section F below and Item 10 below for further information. Some of the investments approved for sale by Arete Advisors require considerable time and resources for proper review and investigation. If Arete approves an investment for sale, Arete may request reimbursement from the investment sponsor for the time and resources required to evaluate the investment. Please refer to Item 14 below for further information. D. Wrap Fee Program Wrap fee programs combine investment advisory service charges and some transaction charges and third-party money manager fees (if applicable) in a single asset-based fee. Arete participates in Charles Schwab Institutional’s wrap fee program. Please note that the wrap fee accounts may charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transactions fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). Wrap accounts held at Charles Schwab Institutional enable Arete to obtain many no-load mutual funds without transaction charges and other no- load funds at nominal transaction charges. Furthermore, Charles Schwab Institutional’s commission rates are generally considered discounted from customary retail commission rates. However, the commissions and transaction fees charged by Charles Schwab Institutional may be higher or lower than those charged by other broker-dealers. Arete receives a portion of the wrap fee as compensation for the investment advice provided by our Advisors and for administering the wrap fee program. For further information, please ask your Advisor for a copy of the Wrap Fee Program Brochure. E. Assets Under Management As of December 31, 2023, Arete had approximately $2,672,456,687 in total assets under management, the vast majority of which is managed on a discretionary basis. F. Important Information Regarding Conflicts of Interest Examples of actual or potential conflicts of interest arising from Arete’s advisory services may include, but are not limited to:
• Conflicts related to allocating time and resources between client accounts, allocation of brokerage commissions and investment opportunities generally;
• Recommendations for investment in investment vehicles in which some of our related persons have an interest. We have an incentive to recommend these products. Please refer to Item 10 below for further information; Actual or potential conflicts of interest generally can be addressed in a number of ways, including the following:
• Prohibition – Arete prohibits the conduct that gives rise to the conflict of interest (e.g., insider trading is prohibited under our Code of Ethics);
• Disgorgement – Arete gives a received benefit to a Client (e.g., covering a Client’s transfer fee on transition to an Arete custodian);
• Disclosure/Consent – Arete discloses the conflict of interest to the Clients (e.g., Arete discloses whenever an Advisor recommends an investment in which any of our related persons have an economic interest and obtains the consent of the Client prior to the Client’s investment); or
• Setting a De Minimis Threshold – Arete sets a threshold for a benefit that is considered too small to influence conduct and is therefore permitted. These thresholds mirror brokerage industry standards. Arete has adopted a Code of Ethics as required under SEC rules (Please refer to Item 11 below for further information on our Code of Ethics). Arete also has compliance policies and procedures in place to mitigate and address the above-referenced conflicts of interest. Arete believes such policies and procedures are reasonably designed to treat Clients fairly and seek to prevent Clients from being systematically favored or disadvantaged. Our compliance policies provide for various auditing and testing of our policies and procedures and are reviewed no less frequently than annually as required by SEC rules. Clients should refer to other sections of this Brochure noted above for more specific information on conflicts of interest and how they are addressed.