Item 1 – Introduction

CP Client Solutions LLC (“we” “us” “our” or “CPCS”) a wholly-owned affiliate of Cerity Partners LLC (‘Cerity Partners”), is registered with the Securities Exchange Commission (“SEC”) as a limited purpose broker-dealer. CPCS is also a member of the Financial Industry Regulatory Authority (“FINRA”) and is subject to FINRA’s rules and oversight. Registration does not imply any level of skill or training. Brokerage and investment advisory services and fees differ, and it is important for you to understand the difference. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.

Item 2 – Relationship and Services

What investment services and advice can you provide me?

CPCS offers limited brokerage services to high net worth and retail investors. CPCS is engaged primarily in the offer and sale of variable life insurance policies, variable annuity contracts, and the private placement versions of each (including private placement variable life insurance (“PPVLI”) and private placement variable annuities (“PPVA”)). These products are offered in conjunction with our affiliated insurance agency CP Risk Management Services LLC. We prioritize insurance carriers with strong credit ratings to protect our client’s interest and manage counterparty risk. Preferred carriers generally maintain strong financial strength ratings from nationally recognized rating agencies. CPCS does not offer proprietary products. In offering variable products, we have not reviewed all available insurance companies or other products available in the marketplace. Variable products available through us may be limited and certain eligibility criteria may apply. Unless we agree otherwise, we act as your broker, and not as your investment adviser or a fiduciary.

We customize our services to clients’ individual needs by determining your specific goals, objectives, risk tolerance, time horizon, investment restrictions, financial needs, and other factors that affect the financial advice you receive. We may use materials collected by Cerity Partners or other of our advisory affiliates in determining what insurance or annuities may be suitable to offer to you. CPCS will present you with investment options and will seek and obtain authorization from you prior to implementing our recommendations. CPCS will not continuously monitor your investment in applicable sub-accounts.

You could consider asking us questions like the following:

• Given my financial situation, should I choose a brokerage service? Why or why not?
• How will you choose investments to recommend to me?
• What is your relevant experience, including your licenses, education and other qualifications?
• What do these qualifications mean?

To start and maintain a brokerage relationship with CPCS, clients generally must have a net worth over $1,000,000 or an annual income of over $200,000 for each of the past two years. These minimums may make our services impractical for certain individuals or entities. We may waive these requirements at our sole discretion.

Item 3 – Fees, Cost, Conflicts and Standard of Conduct

What fees will I pay and how do your financial professionals make money? 

When you purchase a variable product, you will pay a premium to the issuing insurance company based on factors including the company, product, and the amount of the policy. Premiums are payable in accordance with the terms of your policy. For most variable products we sell, the insurance company pays commissions to CPCS directly or indirectly from variable products’ fees and costs. CPCS’ earns higher commissions on variable products with higher
premiums, with rates varying by carrier and product, incentivizing recommendations for higher-paying compensation. Additional fees may apply if you surrender a variable product during its surrender charge period, and withdrawals
beyond the annual free amount may incur fees and tax penalties. You may also pay fees and expenses on underlying investment options of a variable product, administrative fees, and other charges. You will pay fees and costs whether you make or lose money on your investments, and they will reduce any amount of money you make on your investments over time.

Certain CPCS management persons and employees are Investment Adviser Representatives (“IAR”) of Cerity Partners to the extent necessary or appropriate to perform their responsibilities. In such capacity, these individuals are subject to the supervision of both CPCS, in their capacity as Registered Representatives, and Cerity Partners in their capacity as IARs. When acting as a Registered Representative, these individuals will offer brokerage services with respect to the offerings available through CPCS and receive commissions for those brokerage transactions. Brokerage services provided by a Registered Representative are different from advisory services offered through Cerity Partners. Cerity Partners advisors who are Registered Representatives of CPCS will generate a commission separate from, or in addition to, advisory fees charged by Cerity Partners. Such advisors are incentivized to refer clients for brokerage products based on the potential compensation, which may provide a conflict of interest to their obligation to consider a client’s best interest. Clients are under no obligation to utilize or purchase the offerings of CPCS in order to receive the investment advisory services offered by Cerity Partners.

You could consider asking us questions like the following:

• Help me understand how these fees and costs might affect my investments?
• If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

What are your legal obligations to me when providing recommendations? How else does your firm make money and what conflicts of interest do you have?

When we provide you with a recommendation, we must act in your best interest and put your interests ahead of ours. At the same time, the way we make money creates some conflicts with your interests. It is important to understand and ask us about these conflicts because they can affect our recommendations. Here are some examples to help you understand what this means:

• CPCS earns higher commissions on variable products with higher premiums, so CPCS has an incentive to recommend variable products with higher premiums, and the more assets invested in a variable product, the greater the fee.
• CPCS employees are dually registered with Cerity Partners and employed by an affiliate under common control with Cerity Partners.

You could consider asking us questions like the following:

• How might your conflicts of interest affect me, and how will you address them?

Item 4 – Disciplinary History

Do you or your financial professionals have legal or disciplinary history?

No, the financial professionals of CPCS do not have disclosable events. You can use the simple and free tools available at Investor.gov/CRS to research our firm and our financial professionals.

You could also consider asking us questions like the following:

• As a financial professional, do you have any disciplinary history? For what type of conduct?

Item 5 – Additional Information

Please visit ceritypartners.com or call 212-850-4260 for more information about our services or to obtain a copy of this Form CRS.

You could also consider asking us questions like the following:

• Who is my primary Contact Person? Are they a representative of an investment adviser or a broker-dealer?
• Who can I talk to if I have concerns about how this person is treating me?