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ITEM 1. COVER PAGE FOR PART 2A OF FORM ADV: FIRM BROCHURE
FEBRUARY 2026
OMEGA FINANCIAL GROUP, LLC
812 ANACAPA STREET
SANTA BARBARA, CA 93101
P: (805) 617-4363
FIRM CONTACT:
BRYAN REINHARD, CHIEF COMPLIANCE OFFICER
FIRM WEBSITE ADDRESS:
WWW.OMEGAFINGROUP.COM
This brochure provides information about the qualifications and business practices of Omega
Financial Group, LLC. If you have any questions about the contents of this brochure, please contact
Bryan Reinhard, Chief Compliance Officer, at
(805) 617-4363 or by email at
bryan.reinhard@omegafingroup.com. The information in this brochure has not been approved or
verified by the United States Securities and Exchange Commission or by any State Securities
Authority.
Additional information about Omega Financial Group, LLC also is available on the SEC’s website at
www.adviserinfo.sec.gov by searching CRD#: 164147.
Please note that the use of the term “registered investment adviser” and description of Omega
Financial Group, LLC and/or our associates as “registered” does not imply a certain level of skill or
training. You are encouraged to review this Brochure and Brochure Supplements for our firm’s
associates who advise you for more information on the qualifications of our firm and our
employees.
ITEM 2. MATERIAL CHANGES TO OUR PART 2A OF FORM ADV:
FIRM BROCHURE
Omega Financial Group, LLC is required to advise you of any material changes to our Firm
Brochure (“Brochure”) from our last annual update, identify those changes on the cover page of our
Brochure or on the page immediately following the cover page, or in a separate communication
accompanying our Brochure. We must state clearly that we are discussing only material changes
since the last annual update of our Brochure, and we must provide the date of the last annual
update of our Brochure. Please note that we do not have to provide this information to a client or
prospective client who has not received a previous version of our brochure.
Previous Annual Amendment Filing Date: 02/10/2025
Since our last annual amendment filing, we do not have any material changes to report.
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ITEM 3. TABLE OF CONTENTS
Section: Page(s):
Item 1. Cover Page ................................................................................................................................................................... 1
Item 2. Material Changes ...................................................................................................................................................... 2
Item 3. Table Of Contents .................................................................................................................................................... 3
Item 4. Advisory Business ................................................................................................................................................... 4
Item 5. Fees And Compensation ....................................................................................................................................... 6
Item 6. Performance-Based Fees And Side-By-Side Management ..................................................................... 8
Item 7. Types Of Clients ....................................................................................................................................................... 8
Item 8. Methods Of Analysis, Investment Strategies And Risk Of Loss ............................................................ 9
Item 9. Disciplinary Information .................................................................................................................................... 11
Item 10. Other Financial Industry Activities And Affiliations ............................................................................ 11
Item 11. Code Of Ethics ...................................................................................................................................................... 11
Item 12. Brokerage Practices ........................................................................................................................................... 12
Item 13. Review Of Accounts ........................................................................................................................................... 16
Item 14. Client Referrals And Other Compensation ............................................................................................... 16
Item 15. Custody ................................................................................................................................................................... 17
Item 16. Investment Discretion ...................................................................................................................................... 18
Item 17. Voting Client Securities .................................................................................................................................... 19
Item 18. Financial Information ....................................................................................................................................... 19
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ITEM 4. ADVISORY BUSINESS
Omega Financial Group, LLC is dedicated to providing clients with a wide array of investment
advisory services. We specialize in comprehensive portfolio management offered through our Wrap
Fee Program, non-wrap Asset Management, Financial Planning and Consulting, and Retirement Plan
Consulting services. Our firm is a limited liability company formed in the State of California in 2009.
We have been a Registered Investment Adviser since going independent in 2012. Our firm is owned
as follows:
Dylan B. Minor – Eighty-percent owner
Bryan W. Reinhard – Twenty-percent owner
Description of the Types of Advisory Services We Offer
Asset Management:
We emphasize continuous and regular account supervision. As part of our Asset Management service,
we provide financial planning/financial consulting to clients alongside asset management. It is
designed to assist clients in meeting their financial goals through the use of financial investments.
We conduct at least one, but sometimes more than one meeting (in person if possible, otherwise via
telephone conference) with clients in order to understand their current financial situation, existing
resources, financial goals, and tolerance for risk. Based on what we learn, we propose an
investment approach to the client. We generally create a portfolio consisting of individual stocks or
bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities
or investments. The client’s individual investment strategy is tailored to their specific needs and may
include some or all of the previously mentioned securities. Each portfolio will be initially designed to
meet a particular investment goal, which we determine to be suitable to the client’s circumstances.
Once the appropriate portfolio has been determined, we review the portfolio at least quarterly and if
necessary, rebalance the portfolio based upon the client’s individual needs, stated goals and objectives.
Financial Planning and Consulting:
We provide a variety of Financial Planning and Consulting services to individuals, families and
other clients regarding the management of their financial resources based upon an analysis of the
client’s current situation, goals, and objectives. Generally, such financial planning services will
involve preparing a financial plan or rendering a financial consultation for clients based on the
client’s financial goals and objectives. This planning or consulting may encompass one or more of
the following areas: Investment Planning, Retirement Planning, Estate Planning, Charitable
Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study,
Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of
Credit Evaluation, Business and Personal Financial Planning.
Our written financial plans or financial consultations rendered to clients usually include general
recommendations for a course of activity or specific actions to be taken by the clients. For example,
recommendations may be made that the clients begin or revise investment programs, create or
revise wills or trusts, obtain or revise insurance coverage, commence or alter retirement savings, or
establish education or charitable giving programs. It should also be noted that we refer clients to an
accountant, attorney or other specialist, as necessary for non-advisory related services. For written
financial planning engagements, we provide our clients with a written summary of their financial
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situation, observations, and recommendations. For financial consulting engagements, we usually do
not provide our clients with a written summary of our observations and recommendations as the
process is less formal than our planning service. Plans or consultations are typically completed
within six (6) months of the client signing a contract with us, assuming that all the information and
documents we request from the client are provided to us promptly. Implementation of the
recommendations will be at the discretion of the client.
Retirement Plan Consulting:
Our firm provides Retirement Plan Consulting services to employer plan sponsors on an ongoing
basis. Generally, such consulting services consist of assisting employer plan sponsors in
establishing, monitoring and reviewing their company's participant-directed retirement plan. As
the needs of the plan sponsor dictate, areas of advising could include investment options, plan
structure and participant education. Retirement Plan Consulting services typically include:
•
• Establishing an Investment Policy Statement – Our firm will assist in the development of a
statement that summarizes the investment goals and objectives along with the broad
strategies to be employed to meet the objectives.
Investment Options – Our firm will work with the Plan Sponsor to evaluate existing
investment options and make recommendations for appropriate changes.
•
• Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation
models to aid Participants in developing strategies to meet their investment objectives, time
horizon, financial situation and tolerance for risk.
Investment Monitoring – Our firm will monitor the performance of the investments and
notify the client in the event of over/underperformance and in times of market volatility.
When providing Retirement Plan Consulting services, our firm does not provide any advisory services
with respect to the following types of assets: employer securities, real estate (excluding real estate
funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other
illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement
plan consulting services shall be in compliance with the applicable state laws regulating retirement
consulting services. This applies to client accounts that are retirement or other employee benefit
plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide
services to such accounts, our firm acknowledges its fiduciary standard within the meaning of
Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with
respect to the provision of services described therein.
Newsletter:
We offer our clients complimentary articles that include information regarding updates on the
markets, planning, retirement and other relevant topics relating to the financial industry.
Tailoring of Advisory Services
We offer individualized investment advice to all clients. Each client has the opportunity to place
reasonable restrictions on the types of investments to be held in the portfolio, however, restrictions on
investments in certain securities or types of securities may not be possible due to the level of
difficulty this would entail in managing the account.
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Participation in Wrap Fee Programs
We do not currently offer a Wrap Fee Program to new clients. We only offer our Wrap Fee Program
to legacy clients who are already in the Wrap Fee Program. In addition to our Brochure, legacy
clients in the Wrap Fee Program will receive Part 2A, Appendix 1 (the “Wrap Fee Program
Brochure”) of our Brochure. Our wrap fee and non-wrap fee accounts are managed on an
individualized basis according to the client’s investment objectives, financial goals, risk tolerance,
etc. We do not manage wrap fee accounts in a different fashion than non-wrap fee accounts. As
further described in our Wrap Fee Program Brochure, we receive a portion of the wrap fee for our
services.
Regulatory Assets Under Management
We managed $549,914,757 on a discretionary basis and $2,498,897 on a non-discretionary basis
for a total of $552,413,654 as of December 31st, 2025.
ITEM 5. FEES AND COMPENSATION
Description of How We Are Compensated for Our Advisory Services Provided to You
Asset Management:
Assets Under Management
First $500,000
Next $500,000
$1,000,000 - $2,000,000
$2,000,000 - $5,000,000
$5,000,000 - $10,000,000
$10,000,000 - $15,000,000
$15,000,000 – $9,999,999,999
Annual Fee %
1.50%
1.25%
1.00%
0.90%
0.75%
0.65%
0.50%
Fees to be assessed will be outlined in the advisory agreement to be signed by the client. Legacy
clients may be subject to an advisory fee of 1.00% of assets under management for our Asset
Management service. Legacy accounts over $2,000,000 may be subject to a lower fee percentage
based on the complexity of the services offered. Our firm requires a minimum account balance of
$1,000,000 for our Asset Management service. This minimum account balance requirement is
negotiable and may be waived for individuals who are active accumulators.
Asset Management fees will be payable monthly in advance upon deposit of any funds or securities
in the account. The first payment will be prorated to cover the period from the date the account is
opened through the end of the first calendar month. Thereafter, the fee will be based on the account
value on the last business day of the preceding calendar month and will be due the following
business day. The client may make additions to the account at any time. Additional assets received
into the account after it is opened will be included in the fee calculation for the following month.
The client may withdraw account assets upon notice to the Adviser, subject to the usual and
customary securities settlement procedures. No fee adjustments will be made for partial
withdrawals or for account appreciation or depreciation within a billing period. Unless indicated
otherwise in writing, our firm bills on cash.
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Upon the client’s authorization, a qualified custodian will deduct advisory fees from the client’s
account and pay directly to our firm the management fee for each calendar year month. The
custodian will send clients a monthly statement showing all amounts paid from the account,
including all management fees paid by the custodian to our firm.
Financial Planning and Consulting:
We charge on an hourly or flat fee basis for Financial Planning and Consulting services. The total
estimated fee, as well as the ultimate fee that we charge you, is based on the scope and complexity
of our engagement with you. Our hourly fees range from $150 to $950 for financial advisors. Flat
fees generally range from $1,500 to $20,000.
We require a retainer of at least $1,000 of the ultimate Financial Planning or Consulting fee with the
remainder of the fee directly billed to you and due to us within thirty (30) days of your financial
plan being delivered or consultation rendered to you. All Financial Plans will be delivered to clients
in less than 6 months. If the Planner estimates that a Financial Plan will exceed 6 months to
complete, the retainer will not surpass $1,200.
Retirement Plan Consulting:
Our Retirement Plan Consulting services are billed on an hourly basis, flat fee basis, or based on the
percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee
charged, is based on the scope and complexity of our engagement with the client. Our hourly fees
range from $150 to $950. Our flat fees range from $1,500 to $20,000. Fees based on a percentage of
managed Plan assets will not exceed 1.00%. The fee-paying arrangements for Retirement Plan
Consulting service will be determined on a case-by-case basis and will be detailed in the signed
consulting agreement. Clients will be invoiced directly for the fees.
Newsletter:
Our articles are available through our firm’s website at no charge.
Other Types of Fees or Expenses
Non-Wrap Clients will incur transaction fees for trades executed by their chosen custodian. These
transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen
custodian. Charles Schwab & Co., Inc. (“Schwab”) does not charge transaction fees for U.S. listed
equities and exchange traded funds. Fidelity Brokerage Services (“Fidelity”) does not charge
transaction fees for U.S. listed equities and exchange traded funds to clients who opt into electronic
delivery of statements or maintain at least $1 million in assets at Fidelity. Clients who custody
assets with Fidelity that do not meet either criteria will be subject to transaction fees charged by
Fidelity for U.S. listed equities and exchange traded funds.
Legacy wrap fee clients will receive our Wrap Fee Program Brochure and will not incur transaction
costs for trades. More information about this is disclosed in our separate Wrap Fee Program
Brochure.
Clients may also pay custodial fees, charges imposed directly by a mutual fund, index fund, or
exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees
and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, wire
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transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm
does not receive a portion of these fees.
Terminations and Refunds
Either party may terminate the Asset Management Agreement signed with our firm at any time by
providing written notice to the other party. Upon notice of termination, our firm will process a
pro-rata refund of any unearned portion of the advisory fees charged in advance.
Financial Planning & Consulting clients may terminate their agreement at any time before the
delivery of a financial plan by providing written notice. For the purpose of calculating refunds, all
work performed by us up to the point of termination shall be calculated at the hourly fee currently
in effect. Clients will receive a pro-rata refund of any unearned fees based on the time and effort
expended by our firm.
Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing
written notice to the other party. Full refunds will only be made in cases where cancellation occurs
within 5 business days of signing an agreement. After 5 business days from initial signing, either
party must provide the other party 30 days written notice to terminate billing. Billing will
terminate 30 days after receipt of termination notice. Clients will be charged on a pro-rata basis,
which takes into account work completed by our firm on behalf of the client. Clients will incur
charges for bona fide advisory services rendered up to the point of termination (determined as 30
days from receipt of said written notice) and such fees will be due and payable.
Commissionable Securities Sales
We do not sell securities for a commission.
ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
We do not charge performance fees to our clients.
ITEM 7. TYPES OF CLIENTS & ACCOUNT REQUIREMENTS
We have the following types of clients:
•
Individuals and High Net Worth Individuals
• Trusts, Estates or Charitable Organizations
• Corporations, Limited Liability Companies and/or Other Business Types
Our firm requires a minimum account balance of $1,000,000 for our Asset Management service.
This minimum account balance requirement is negotiable and may be waived for individuals who
are active accumulators.
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ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis:
We use the following methods of analysis in formulating our investment advice and/or managing
client assets:
Charting. In this type of technical analysis, we review charts of market and security activity in an
attempt to identify when the market is moving up or down and to predict when how long the trend
may last and when that trend might reverse.
Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at
economic and financial factors (including the overall economy, industry conditions, and the
financial condition and management of the company itself) to determine if the company is
underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to
sell). Fundamental analysis does not attempt to anticipate market movements. This presents a
potential risk, as the price of a security can move up or down along with the overall market
regardless of the economic and financial factors considered in evaluating the stock.
Technical Analysis. We analyze past market movements and apply that analysis to the present in an
attempt to recognize recurring patterns of investor behavior and potentially predict future price
movement. Technical analysis does not consider the underlying financial condition of a company.
This presents a risk in that a poorly-managed or financially unsound company may underperform
regardless of market movement.
Cyclical Analysis. In this type of technical analysis, we measure the movements of a particular stock
against the overall market in an attempt to predict the price movement of the security.
Investment Strategies We Use:
We use our proprietary STATES OF THE WΩRLD WEALTH MANAGEMENT® and ΩPTIMIZED
WEALTH INTEGRATION® investment strategies in managing client accounts, provided that such
strategies are appropriate to the needs of the client and consistent with the client's investment
objectives, risk tolerance, and time horizons, among other considerations.
Our strategies are based on possible known outcomes rather than attempting to predict particular
outcomes of financial markets. To do this, we allocate a client’s holdings across different assets that
have returns tied explicitly to different states (i.e. possible outcomes) of the financial world. For
example, we have a strategy designed to survive precipitous market drops (i.e., PRΩTECTED
VALUE®), another to earn modest returns during flat market periods (i.e., TΩTAL RETURN®), and
another to thrive during strong market return periods (i.e., DIFFUSSIΩN™). Our wealth
management services are thus in sharp contrast to the conventional approach of simply assuming
some return across assets and holding a static asset allocation of various traditional investments
(e.g., 60% S&P500 and 40% intermediate US bonds).
PRΩTECTED VALUE® - This strategy is designed to protect a portfolio during steep declines in the
stock market. We use call options and short term debt instruments to create a loss floor on a
portfolio, typically targeted, depending on the client, in the 0‐15% range. On the upside, we target a
capture of 40‐60% of the positive return. The name of the strategy is derived from the
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mathematical concept of absolute value‐‐‐converting negative values into positive ones while still
maintaining the sign of positive values.
TΩTAL RETURN® - This strategy is designed to garner modest returns in those environments
where stocks have roughly a zero return. This is accomplished through a proprietary covered put
and covered call writing strategy on the S&P500 stock market index. The ratio of puts and calls
changes dynamically, depending on market sentiment. Thus, returns and losses are muted but
income is enhanced such that in those zero return environments, clients still potentially earn
modest returns, which are targeted at 4‐6% per annum—hence, the strategy name.
DIFFUSSIΩN™ - This strategy creates an investment that tends to fall in line with the stock market
when it falls in value, but tends to increase at a greater rate when the stock market increases in
value. In particular, the strategy is a unique blend of short‐term investments and smaller
capitalization equity investments. This creates a “barbell” of risk that yields a similar overall risk to
the stock market but with improved upside. Thus, the positive returns become more diffuse, as the
name of the strategy suggests.
Additional Proprietary Methods
Further, we combine advances in academia with financial practice to better form strategic financial
and investment advice for clients. This takes the form of using certain methods (e.g., customized
monte carlo simulations and econometric analysis) and unique data (e.g., proprietary and academic
research sources) from top tier universities. This approach enables Omega to tie all of the financial
pieces of the puzzle together when greater complexity is involved.
Risk of Loss:
Investing in securities involves risk of loss that clients should be prepared to bear. While the stock
market may increase and your account(s) could enjoy a gain, it is also possible that the stock
market may decrease and your account(s) could suffer a loss. It is important that you understand
the risks associated with investing in the stock market, are appropriately diversified in your
investments, and ask us any questions you may have.
ESG Investing - ESG Investing maintains a focus on Environmental, Social, and Governance issues.
ESG investing may be referred to in many different ways, such as sustainable investing, socially
responsible investing, and impact investing. ESG practices can include, but are not limited to,
strategies that select companies based on their stated commitment to one or more ESG factors; for
example, companies with policies aimed at minimizing their negative impact on the environment,
social issues, or companies that focus on governance principles and transparency. ESG practices
may also entail screening out companies in certain sectors or that, in the view of the investor,
demonstrate poor management of ESG risks and opportunities or are involved in issues that are
contrary to the investor's own principles. Variability and imprecision of industry ESG definitions
and terms can create confusion among investors if investment advisers and funds have not clearly
and consistently articulated how they define ESG criteria and how they use ESG-related terms,
especially when offering products or services to retail investors. Additionally, actual portfolio
management practices of investment advisers and funds may not be consistent with their disclosed
ESG investing processes or investment goals.
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Description of Material, Significant, or Unusual Risks
We generally invest client’s cash balances in money market funds, FDIC Insured Certificates of
Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately,
we try to achieve the highest return on our client’s cash balances through relatively low-risk
conservative investments. In most cases, at least a partial cash balance will be maintained in a
money market account so that our firm may debit advisory fees for our services related to asset
management, as applicable.
ITEM 9. DISCIPLINARY INFORMATION
There are no legal or disciplinary events that are material to a client’s or prospective client’s
evaluation of our advisory business or the integrity of our management.
ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A representative of our firm is an insurance agent/broker. He may offer insurance products and
receive normal and customary fees as a result of insurance sales. A conflict of interest may arise as
these insurance sales may create an incentive to recommend products based on the compensation
that he may earn.
Dylan Minor, Bryan Reinhard, and Robert Schultz are managing members of Argos Global Advisors,
LLC (CRD# 287672), a related registered investment adviser that manages the Argos Total Return
Fund, LP. Accredited investors of Omega Financial Group, LLC may be solicited to participate in the
Argos Total Return Fund, LP. An investment in the private fund involves a high degree of risk and
should only be considered by sophisticated investors able to assume the risks of loss (including the
risk of loss of such investor’s entire investment) and illiquidity inherent with these types of
investments. This offering does not waive our firm’s fiduciary duty to its clients or infringe upon
any clients right to remedy under state or federal laws.
ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
We recognize that the personal investment transactions of members and employees of our firm
demand the application of a high Code of Ethics and require that all such transactions be carried out in
a way that does not endanger the interest of any client. At the same time, we believe that if investment
goals are similar for clients and for members and employees of our firm, it is logical and even desirable
that there be common ownership of some securities.
Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a
pre-clearing procedure) with respect to transactions effected by our members, officers and employees
for their personal accounts. In order to monitor compliance with our personal trading policy, we have
a quarterly securities transaction reporting system for all of our associates.
Furthermore, our firm has established a Code of Ethics which applies to all of our associated persons.
An investment adviser is considered a fiduciary. As a fiduciary, it is an investment adviser’s
responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest
of each of our clients at all times. We have a fiduciary duty to all clients. Our fiduciary duty is
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considered the core underlying principle for our Code of Ethics which also includes Insider Trading
and Personal Securities Transactions Policies and Procedures. We require all of our supervised
persons to conduct business with the highest level of ethical standards and to comply with all federal
and state securities laws at all times. Upon employment or affiliation and at least annually thereafter,
all supervised persons will sign an acknowledgement that they have read, understand, and agree to
comply with our Code of Ethics. Our firm and supervised persons must conduct business in an honest,
ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our
duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our
Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its
entirety, a copy will be provided promptly upon request.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. In order to minimize this conflict of interest, our related persons will place
client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is
available upon request.
Related persons of our firm may buy or sell securities for themselves at or about the same time they
buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our
related persons will place client interests ahead of their own interests and adhere to our firm’s Code of
Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying
or selling the same securities within 48 hours of buying or selling for our clients. If related persons’
accounts are included in a block trade, our related persons will always trade personal accounts last.
ITEM 12. BROKERAGE PRACTICES
Our firm has an arrangement with Schwab Institutional division of Charles Schwab & Co., Inc.
(“Schwab”) and National Financial Services LLC and Fidelity Brokerage Services LLC (collectively,
and together with all affiliates, "Fidelity"). Schwab and Fidelity offer independent investment
advisers non-soft dollar services, which include custody of securities, trade execution, clearance
and settlement of transactions. We may receive some non-soft dollar benefits from Schwab and
Fidelity through our participation in their programs.
Schwab and Fidelity also make certain research and brokerage services available at no additional
cost to our firm. These services include certain research and brokerage services, including research
services obtained directly from independent research companies, as selected by our firm (within
specific parameters). Research products and services provided to our firm may include research
reports on recommendations or other information about, particular companies or industries;
economic surveys, data and analyses; financial publications; portfolio evaluation services; financial
database software and services; computerized news and pricing services; quotation equipment for use
in running software used in investment decision-making; and other products or services that provide
lawful and appropriate assistance by Schwab and Fidelity to our firm in the performance of our
investment decision-making responsibilities. The aforementioned research and brokerage services
are used by our firm to manage accounts for which we have investment discretion. Without this
arrangement, our firm might be compelled to purchase the same or similar services at our own
expense.
We may have an incentive to continue to use or expand the use of Schwab’s or Fidelity’s services. Our
firm examined this potential conflict of interest when we chose to enter into these relationships and
we have determined that the relationships are in the best interest of our firm’s clients and satisfies our
client obligations, including our duty to seek best execution.
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Schwab and Fidelity charge brokerage commissions and transaction fees for effecting certain
securities transactions (i.e., transaction fees are charged for certain no-load mutual funds,
commissions are charged for debt securities transactions). Schwab and Fidelity enable us to obtain
many no-load mutual funds without transaction charges and other no-load funds at nominal
transaction charges. Schwab and Fidelity commission rates are generally discounted from
customary retail commission rates. However, the commission and transaction fees charged by
Schwab and Fidelity may be higher or lower than those charged by other custodians and broker-
dealers.
Custody & Brokerage Costs
Schwab and Fidelity generally do not charge a separate fee for custody services, but are
compensated by charging commissions or other fees to clients on trades that are executed or that
settle into the Schwab or Fidelity account. For some accounts, Schwab and Fidelity may charge your
account a percentage of the dollar amount of assets in the account in lieu of commissions.
Commission rates and/or asset-based fees applicable to client accounts charged by Schwab or
Fidelity were negotiated based on our firm’s commitment to maintain a minimum threshold of
assets statement equity in accounts at Schwab or Fidelity. This commitment benefits clients
because the overall commission rates and/or asset-based fees paid are lower than they would be if
our firm had not made the commitment. In addition to commissions or asset-based fees Schwab and
Fidelity charge a flat dollar amount as a “prime broker” or “trade away” fee for each trade that our
firm has executed by a different broker-dealer but where the securities bought or the funds from
the securities sold are deposited (settled) into a Schwab or Fidelity account. These fees are in
addition to the commissions or other compensation paid to the executing broker-dealer. Because of
this, in order to minimize client trading costs, our firm has Schwab or Fidelity execute most trades
for the accounts.
Products & Services Available from Schwab
Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving
independent investment advisory firms like ours. They provide our firm and clients with access to
its institutional brokerage – trading, custody, reporting and related services – many of which are
not typically available to Schwab retail customers. Schwab also makes available various support
services. Some of those services help manage or administer our client accounts while others help
manage and grow our business. Schwab’s support services are generally available on an unsolicited
basis (our firm does not have to request them) and at no charge as long as out firm keeps a total of
at least $10 million of client assets in accounts at Schwab. If our firm has less than $10 million in
client assets at Schwab, our firm may be charged quarterly service fees. Here is a more detailed
description of Schwab’s support services:
Services that Benefit Clients
Schwab’s institutional brokerage services include access to a broad range of investment products,
execution of securities transactions, and custody of client assets. The investment products available
through Schwab include some to which our firm might not otherwise have access to or that would
require a significantly higher minimum initial investment by our clients. Schwab’s services
described in this paragraph generally benefit clients or their account(s).
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Services that May Not Directly Benefit Clients
Schwab also makes available other products and services that benefit our firm but may not directly
benefit clients or their accounts. These products and services assist in managing and administering
our client accounts. They include investment research, both Schwab’s and that of third parties. This
research may be used to service all or some substantial number of client accounts, including
accounts not maintained at Schwab. In addition to investment research, Schwab also makes
available software and other technology that:
• provides access to client account data (such as duplicate trade confirmations and account
statements);
facilitates trade execution and allocate aggregated trade orders for multiple client accounts;
facilitates payment of our fees from our clients’ accounts; and
•
• provides pricing and other market data;
•
• assists with back-office functions, recordkeeping, and client reporting.
Schwab Advisor Services may also reimburse Transfer of Account Exit Fees for client accounts
transferred to Schwab from September 2016 to January 2017.
Services that Generally Benefit Only Our Firm
Schwab also offers other services intended to help manage and further develop our business
enterprise. These services include:
technology, compliance, legal, and business consulting;
• educational conferences and events;
•
• publications and conferences on practice management and business succession; and
• access to employee benefits providers, human capital consultants and insurance providers.
Schwab may provide some of these services itself. In other cases, Schwab will arrange for third-
party vendors to provide the services to our firm. Schwab may also discount or waive fees for some
of these services or pay all or a part of a third party’s fees. Schwab may also provide our firm with
other benefits, such as occasional business entertainment for our personnel.
Irrespective of direct or indirect benefits to our client through Schwab, our firm strives to enhance
the client experience, help clients reach their goals and put client interests before that of our firm or
associated persons.
Our Interest in Schwab’s Services
The availability of these services from Schwab benefits our firm because our firm does not have to
produce or purchase them. Our firm does not have to pay for Schwab’s services so long as a total of
at least $10 million of client assets in accounts are kept at Schwab. However, to the extent our firm
recommends you use Schwab for such services, it is because we believe that it is in your best
interest to do so based on the quality and pricing of the execution, benefits of an integrated
platform for brokerage and advisory accounts, and other services provided by Schwab. Our firm
does not believe that maintaining at least $10 million in assets at Schwab in order to avoid paying
Schwab quarterly service fees presents a material conflict of interest.
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Client Brokerage Commissions
Although the non-soft dollar investment research products and services that may be obtained by
our firm will generally be used to service all of our clients, a brokerage commission paid by a
specific client may be used to pay for research that is not used in managing that specific client’s
account.
Brokerage for Client Referrals
Our firm does not use client brokerage to compensate or otherwise reward brokers for client
referrals.
Directed Brokerage
Neither we nor any of our firm’s related persons have discretionary authority in making the
determination of the brokers with whom orders for the purchase or sale of securities are placed for
execution, and the commission rates at which such securities transactions are effected.
Special Considerations for ERISA Clients
A retirement or ERISA plan client may direct all or part of portfolio transactions for its account
through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such
direction is permitted provided that the goods and services provided are reasonable expenses of
the plan incurred in the ordinary course of its business for which it otherwise would be obligated
and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or
services purchased are not for the exclusive benefit of the plan. Consequently, we will request that
plan sponsors who direct plan brokerage provide us with a letter documenting that this
arrangement will be for the exclusive benefit of the plan.
Permissibility of Client-Directed Brokerage
We allow clients to direct brokerage. However, we may be unable to achieve the most favorable
execution of client transactions. Client directed brokerage may cost clients more money. For
example, in a directed brokerage account, you may pay higher brokerage commissions because we
may not be able to aggregate orders to reduce transaction costs, or you may receive less favorable
prices.
Aggregation of Purchase or Sale
We perform investment management services for various clients. There are occasions on which
portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the
same security for numerous accounts served by our firm, which involve accounts with similar
investment objectives. Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to any one or more particular accounts, they are affected only when
we believe that to do so will be in the best interest of the effected accounts. When such concurrent
authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable
to the accounts involved. In any given situation, we attempt to allocate trade executions in the most
equitable manner possible, taking into consideration client objectives, current asset allocation and
availability of funds using price averaging, proration and consistently non-arbitrary methods of
allocation.
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ITEM 13. REVIEW OF ACCOUNTS
We review accounts on at least a quarterly basis for our Asset Management clients. The nature of
these reviews is to learn whether clients’ accounts are in line with their investment objectives,
appropriately positioned based on market conditions, and investment policies, if applicable. Only
our Financial Advisors or Portfolio Managers will conduct reviews.
Financial planning clients do not receive reviews of their written plans unless they take action to
schedule a financial consultation with us. We do not provide ongoing services to financial planning
clients, but are willing to meet with such clients upon their request to discuss updates to their
plans, changes in their circumstances, etc.
Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the
service. Our firm also provides ongoing services where clients are met with upon their request to
discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting
clients do not receive written or verbal updated reports regarding their plans unless they choose to
engage our firm for ongoing services.
We may review client accounts more frequently than described above. Among the factors which
may trigger an off-cycle review are major market or economic events, the client’s life events,
requests by the client, etc.
Verbal reports to clients take place on at least an annual basis when we contact clients for our Asset
Management service. Financial planning clients do not receive written or verbal updated reports
regarding their financial plans unless they separately contract with us for a post-financial plan
meeting or update to their initial written financial plan. In addition, written reports will periodically
be made available, depending on the complexity of the client situation.
ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION
Our firm does not receive any compensation from National Financial Services LLC and Fidelity
Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity").
Our firm may recommend that clients establish brokerage accounts with Schwab Institutional
division of Charles Schwab & Co., Inc. (“Schwab”), registered broker-dealers, Members SIPC, to
maintain custody of Clients’ assets and to effect trades for their accounts. Our firm is independently
owned and operated and not affiliated with Schwab. Our firm may also recommend that Clients
establish accounts with firms other than Schwab.
Our firm places trades for its Clients' accounts subject to its duty to seek best execution and its
other fiduciary duties. Our firm may use broker-dealers other than Schwab to execute trades for
client accounts maintained at Schwab, but this practice may result in additional costs to clients so
that we are more likely to place trades through Schwab rather than other broker-dealers. Schwab's
execution quality may be different than other broker-dealers.
For our client accounts maintained in its custody, Schwab generally does not charge separately for
custody services but is compensated by account holders through commissions or other transaction-
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related or asset-based fees for securities trades that are executed through Schwab or that settle into
Schwab accounts.
Some of the products, services and other benefits provided by Schwab benefit us and may not
benefit our firm's client accounts. Our recommendation/requirement that a client place assets in
Schwab's custody may be based in part on benefits Schwab provides to us, and not solely on the
nature, cost or quality of custody and execution services provided by Schwab.
Schwab also makes available to our firm other products and services that benefit us but may not
benefit clients’ accounts. These benefits may include national and regional educational events
organized and/or sponsored by Schwab Institutional. Other potential benefits may include
occasional business entertainment of personnel of our firm by Schwab Institutional personnel,
including meals, invitations to sporting events, including golf tournaments, and other forms of
entertainment, some of which may accompany educational opportunities. Other products and
services assist us in managing and administering clients’ accounts. These include software and
other technology (and related technological training) that provide access to client account data
(such as trade confirmations and account statements), facilitate trade execution (and allocation of
aggregated trade orders for multiple client accounts), provide research, pricing information and
other market data, facilitate payment of our fees from its clients’ accounts, and assist with back-
office training and support functions, recordkeeping and client reporting. Many of these services
generally may be used to service all or some substantial number of our firm’s accounts, including
accounts not maintained at Schwab Institutional. Schwab Institutional also makes available to us
other services intended to help our firm manage and further develop its business enterprise. These
services may include professional compliance, legal and business consulting, publications and
conferences on practice management, information technology, business succession, regulatory
compliance, employee benefits providers, human capital consultants, insurance and marketing. In
addition, Schwab may make available, arrange and/or pay vendors for these types of services
rendered to our firm by independent third parties. Schwab Institutional may discount or waive fees
it would otherwise charge for some of these services or pay all or a part of the fees of a third-party
providing these services to us. While, as a fiduciary, our firm endeavors to act in its clients’ best
interests, our recommendation/requirement that clients maintain their assets in accounts at
Schwab may be based in part on the benefit to our firm of the availability of some of the foregoing
products and services and other arrangements and not solely on the nature, cost or quality of
custody and brokerage services provided by Schwab, which may create a potential conflict of
interest.
Referral Fees:
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not
provide cash or non-cash compensation directly or indirectly to unaffiliated persons for
testimonials or endorsements (which include client referrals).
ITEM 15. CUSTODY
Affiliated Fund Managers:
Our firm is deemed to have custody of client cash and securities invested in the Argos Total Return
Fund, LP (the “Fund”) because representatives of our firm are managing members of Argos Global
Advisors, LLC. In compliance with SEC Rule 206(4)-2(b)(4)(i), Argos Global Advisors, LLC sends a
financial statement, audited by a registered Public Company Accounting Oversight Board
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(“PCAOB”) accountant, to each Fund investor within 120 days of the Fund’s fiscal year end. By
ensuing these steps are followed, our firm’s annual surprise examination requirement is satisfied.
Deduction of Advisory Fees:
All of our clients receive at least quarterly account statements directly from their custodians. Upon
opening an account with a qualified custodian on a client's behalf, we promptly notify the client in
writing of the qualified custodian's contact information. If we decide to also send account
statements to clients, such notice and account statements include a legend that recommends that
the client compare the account statements received from the qualified custodian with those
received from our firm.
Third Party Money Movement:
The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”)
under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the
Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a
third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our
firm has adopted the following safeguards in conjunction with our custodians:
• The client provides an instruction to the qualified custodian, in writing, that includes the
client’s signature, the third party’s name, and either the third party’s address or the third
party’s account number at a custodian to which the transfer should be directed.
• The client authorizes the investment adviser, in writing, either on the qualified custodian’s
form or separately, to direct transfers to the third party either on a specified schedule or
from time to time.
• The client’s qualified custodian performs appropriate verification of the instruction, such as
a signature review or other method to verify the client’s authorization, and provides a
transfer of funds notice to the client promptly after each transfer.
• The client has the ability to terminate or change the instruction to the client’s qualified
custodian.
• The investment adviser has no authority or ability to designate or change the identity of the
third party, the address, or any other information about the third party contained in the
client’s instruction.
• The investment adviser maintains records showing that the third party is not a related
party of the investment adviser or located at the same address as the investment adviser.
• The client’s qualified custodian sends the client, in writing, an initial notice confirming the
instruction and an annual notice reconfirming the instruction.
We encourage our clients to raise any questions with us about the custody, safety, or security of
their assets. The custodians we do business with will send you independent account statements
listing your account balance(s), transaction history, and any fee debits or other fees taken out of
your account.
ITEM 16. INVESTMENT DISCRETION
Clients have the option of providing our firm with investment discretion on their behalf, pursuant
to a signed client agreement. By granting investment discretion, we are authorized to execute
securities transactions, which securities are bought and sold, the total amount to be bought and
sold, and the costs at which the transactions will be effected. Limitations may be imposed by the
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client in the form of specific constraints on any of these areas of discretion with our firm’s written
acknowledgement.
ITEM 17. VOTING CLIENT SECURITIES
We do not accept the proxy authority to vote client securities. Clients will receive proxies or other
solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to
our firm, we will forward them on to you and ask the party who sent them to mail them directly to
you in the future. Clients may call, write or email us to discuss questions they may have about
particular proxy votes or other solicitations.
ITEM 18. FINANCIAL INFORMATION
We are not required to provide financial information to our clients because:
• We do not require the prepayment of more than $1,200 in fees when services cannot be
•
rendered within 6 (six) months.
In compliance with SEC Rule 206(4)-2(b)(4)(i), Argos Global Advisors, LLC sends a financial
statement, audited by a registered PCAOB accountant, to each Fund investor within 120
days of the Fund’s fiscal year end.
• We do not have a financial condition or commitment that impairs its ability to meet
contractual and fiduciary obligations to clients.
• We have never been the subject of a bankruptcy proceeding.
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