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Form ADV Part 2A
Firm Brochure
October 8, 2025
SEC#:801-110369
This brochure provides information about the qualifications and business practices of Strata Wealth
Advisors, LLC(“Strata”). If clients have any questions about the contents of this brochure, please
contact us at (214) 420-7020. 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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by
searching CRD #285973.
Please note that the use of the term “registered investment adviser” and description of our firm
and/or our associates as “registered” does not imply a certain level of skill or training. Clients are
encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise
clients for more information on the qualifications of our firm and our employees.
8750 North Central Expressway, Suite 1875, Dallas, Texas 75231 | 214.420.7020 | www.stratawealth.com
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Strata Wealth Advisors, LLC
Item 2: Material Changes
Strata Wealth Advisors, LLC is required to make clients aware of information that has changed since
the last annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients
can then determine whether to review the brochure in its entirety or to contact us with questions
about the changes. This Disclosure Brochure has not been materially revised since the last
amendment.
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Strata Wealth Advisors, LLC
Item 3: Table of Contents
Item 1: Cover Page ................................................................................................................................................................... 1
Item 2: Material Changes ...................................................................................................................................................... 2
Item 3: Table of Contents ...................................................................................................................................................... 3
Item 4: Advisory Business .................................................................................................................................................... 4
Item 5: Fees & Compensation ............................................................................................................................................. 9
Item 6: Performance-Based Fees & Side-By-Side Management ........................................................................ 12
Item 7: Types of Clients & Account Requirements .................................................................................................. 12
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ................................................................. 12
Item 9: Disciplinary Information .................................................................................................................................... 21
Item 10: Other Financial Industry Activities & Affiliations.................................................................................. 21
Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ............ 21
Item 12: Brokerage Practices ........................................................................................................................................... 22
Item 13: Review of Accounts or Financial Plans ...................................................................................................... 25
Item 14: Client Referrals & Other Compensation .................................................................................................... 26
Item 15: Custody.................................................................................................................................................................... 26
Item 16: Investment Discretion ...................................................................................................................................... 27
Item 17: Voting Client Securities .................................................................................................................................... 27
Item 18: Financial Information........................................................................................................................................ 27
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Strata Wealth Advisors, LLC
Item 4: Advisory Business
Strata is dedicated to providing individuals and other types of clients with a wide array of advisory
services. We are a limited liability company formed under the laws of the State of Texas in 2017. The
firm’s majority owner is Kenneth Painter through his ownership interest in KRP Holdings, LLC.
We provide investment management and financial planning or consulting services for many different
types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time
horizons. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished
in part by knowing the client. Our firm has established a service-oriented advisory practice with open
lines of communication. Working with clients to understand their investment objectives while
educating them about our process, facilitates the kind of working relationship we value.
We provide discretionary and non-discretionary investment advisory services on a fee basis. Our
annual investment advisory fee shall include investment advisory services, and, to the extent
specifically requested by the client, financial planning and consulting services. In the event that the
client requires extraordinary planning and/or consultation services (to be determined at our
discretion), we may determine to charge for such additional services, the dollar amount of which shall
be set forth in a separate written notice to the client.
We provide investment advisory services specific to the needs of each client. Before providing
investment advisory services, an investment adviser representative will ascertain each client’s
investment objectives. Thereafter, we will recommend that the client allocate investment assets
consistent with the designated investment objectives. We primarily recommend that clients allocate
investment assets among various individual equity (stocks), debt (bonds) and fixed income securities,
mutual funds, variable annuity sub-accounts, exchange traded funds (“ETFs”), separate account
managers, and/or alternative investments in accordance with the client’s designated investment
objective(s). Once allocated, we provide ongoing monitoring and review of account performance,
asset allocation and client investment objectives.
Types of Advisory Services Offered
Comprehensive Advisory Services:
Our clients are provided investment management and financial planning services through our
Comprehensive Advisory Services offering. Our firm conducts client meetings to understand their
current financial situation, existing resources, financial goals, and tolerance for risk. Based on what is
learned, an investment approach is presented to the client, consisting of individual stocks, bonds,
ETFs, options, mutual funds and other public and private securities or investments. Once the
appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and
if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon
client request, our firm provides a summary of observations and recommendations for the planning
or consulting aspects of this service.
In certain cases, our firm may utilize the sub-advisory services of a third-party investment advisory
firm to aid in the implementation of an investment portfolio. Before selecting a firm or individual, our
firm will ensure that the chosen party is properly licensed or registered.
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Strata Wealth Advisors, LLC
Investment management:
As part of our Investment Management service, a portfolio is created for the client, consisting of
individual stocks, 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. Portfolios will be designed to
meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the
appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and as
necessary, rebalanced based upon the client’s individual needs, stated goals and objectives.
In certain cases, our firm may utilize the sub-advisory services of a third-party investment advisory
firm to aid in the implementation of an investment portfolio. Before selecting a firm or individual, our
firm will ensure that the chosen party is properly licensed or registered.
Financial Planning & Consulting:
Our firm provides a variety of standalone financial planning and consulting services to clients based
upon an analysis of current situation, goals, and objectives. Financial planning services typically
involve preparing a financial plan or rendering recommendations through a financial consultation for
clients based on the client’s financial goals and objectives. This planning or consulting may encompass
Business and Personal Financial Planning, Investment Planning, Retirement Planning, Estate
Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost
Segregation Studies, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance
Analysis, and Lines of Credit Evaluation.
Financial plans rendered to clients usually include general recommendations for a course of activity
or specific actions to be taken by the clients. Implementation of the recommendations will be at the
discretion of the client and Strata may assist with this implementation if agreed upon by the client.
Our firm provides clients with a summary of their financial situation and recommendations for
financial planning engagements. Assuming that all the information and documents requested from
the client are provided promptly, plans or consultations are typically completed within 6 months to 1
year of the client signing a contract with our firm.
Cash Management Program:
We also offer a cash management program which is made available to certain clients with cash
positions earmarked for a specific non-investment purpose or maintained separately as an emergency
fund. Our cash management services are focused on principal preservation and invest in treasury bills,
money markets, and high-quality short-term bonds or bond-like investments and are designed to
meet clients' liquidity and cash flow needs. The administrative fee charged for this service is separate
from any fees assessed on the investment portfolio and shall be billed at a flat rate of 0.30% per
annum.
The above does not apply to the cash component maintained within our actively managed investment
strategy (the cash balances for which shall generally remain in the custodian designated cash sweep
account or money market), an indication from the client of a need for access to such cash, assets
allocated to an unaffiliated investment manager and cash balances maintained for fee billing
purposes.
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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 retirement plan. 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 in developing strategies to meet 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.
In providing services for retirement plan consulting, 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.
Limitations of Financial Planning and Non-Investment Consulting/Implementation Services:
As indicated above, to the extent requested by a client, we will generally provide financial planning
and related consulting services inclusive of its advisory fee as set forth in Item 5 below (exceptions
may occur based upon assets under management, special projects, etc. for which we may charge a
separate fee). However, neither we nor our investment adviser representatives assist clients with the
implementation of any financial plan, unless they have agreed to do so. We do not monitor a client’s
financial plan, and it is the client’s responsibility to revisit the financial plan with us, if desired.
Furthermore, although we may provide recommendations regarding non-investment related matters,
such as estate planning and tax planning, we do not serve as an attorney or accountant, and no portion
of our services should be construed as legal or accounting services. Accordingly, we do not prepare
estate planning documents or tax returns.
To the extent requested by a client, we may recommend the services of other professionals for certain
non-investment implementation purposes (e.g., attorneys, accountants, insurance agents, etc.),
including certain representatives of ours in their individual capacities as licensed insurance agents
(See disclosure at Item 10.C below). The client is under no obligation to engage the services of any
such recommended professional. The client retains absolute discretion over all such implementation
decisions and is free to accept or reject any recommendation from us and/or our representatives. If
the client engages any recommended unaffiliated professional, and a dispute arises thereafter relative
to such engagement, the client agrees to seek recourse exclusively from and against the engaged
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Strata Wealth Advisors, LLC
professional. At all times, the engaged licensed professional(s) (e.g., attorney, accountant, insurance
agent, etc.), and not us, shall be responsible for the quality and competency of the services provided.
Non-Discretionary Service Limitations: Clients that determine to engage us on a non-discretionary
investment advisory basis must be willing to accept that we cannot effect account transactions
without obtaining prior consent to any such transaction(s) from the client. Thus, in the event of a
market correction during which the client is unavailable, we will be unable to effect any account
transactions (as it would for its discretionary clients) without first obtaining the client’s consent.
Nonetheless, Strata shall be able to undertake rebalancing of existing positions in the Account without
receiving prior consent from the client.
Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange traded funds are
available directly to the public. Therefore, a prospective client can obtain many of the funds that may
be utilized by us independent of engaging us as an investment advisor. However, if a prospective client
determines to do so, he/she will not receive our initial and ongoing investment advisory services. In
addition to our investment advisory fee described below, and transaction and/or custodial fees
discussed below, clients will also incur, relative to all mutual fund and exchange traded fund
purchases, charges imposed at the fund level (e.g., management fees and other fund expenses).
Variable Annuity Sub-accounts. In the event that the client owns a variable annuity product, the
client can engage Strata to provide investment management services relative to the investment
subdivisions that comprise the variable annuity product. Strata’s investment selection shall be limited
to those provided by the variable annuity sponsor. If so engaged, Strata shall charge an ongoing
advisory fee based upon the market value of the assets per its fee schedule at Item 5 below.
Direct Indexing: We may allocate a portion of a client’s investment assets to unaffiliated independent
investment managers, including the use of a third-party sub-advisory service for Direct Indexing, in
accordance with the client’s designated investment objectives. In such cases, the Independent
Manager[s] maintain day-to-day responsibility for discretionary management of the allocated assets,
including, where applicable, proxy voting. We continue to provide investment supervisory services,
including ongoing monitoring and review of account performance, asset allocation, and investment
objectives.
For certain clients, Direct Indexing is employed as an investment strategy that replicates an existing
stock index, such as the S&P 500, through direct ownership of individual stocks. This approach allows
for portfolio customization, sector-specific exposure adjustments, and potential tax-loss harvesting
benefits to offset capital gains.
The investment management fee charged by the Independent Manager[s], including any fees
associated with Direct Indexing, is separate from and in addition to our investment advisory fee, as
disclosed in Item 5 below.
eMoney Advisor Platform: We may provide our clients with access to an online platform hosted
by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client to view a list of their assets,
including certain assets that we do not manage (the “Excluded Assets”). We do not provide
investment management, monitoring, or implementation services for the Excluded Assets. Unless
otherwise specifically agreed to, in writing, our service relative to the Excluded Assets is limited to
reporting only. Therefore, we shall not be responsible for the investment performance of the
Excluded Assets. Rather, the client and/or their advisor(s) that maintains management authority
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Strata Wealth Advisors, LLC
for the Excluded Assets, and not us, shall be exclusively responsible for such investment allocation
and performance. Without limiting the above, we shall not be responsible for any implementation
error (timing, trading, etc.) relative to the Excluded Assets. If we are asked to make a
recommendation as to any Excluded Assets, the client is under absolutely no obligation to accept
the recommendation, and we shall not be responsible for any implementation error (timing, trading,
etc.) relative to the Excluded Asset. The client may choose to engage us to manage some or all of the
Excluded Assets pursuant to the terms and conditions of an advisory agreement between us and the
client.
The eMoney platform also provides access to other types of information and applications including
financial planning concepts and functionality, which should not, in any manner whatsoever, be
construed as services, advice, or recommendations provided by us. Finally, we shall not be held
responsible for any adverse results a client may experience if the client engages in financial planning
or other functions available on the eMoney platform without our assistance or oversight.
Advisory Services to Brokerage Customers: We provide investment advisory services to certain
broker-dealers’ customers (“Brokerage Customers”) under the Evolve program offered by Mutual
Securities, Inc. The Brokerage Customers have provided written consent requesting to receive the
firm’s advisory services. The Brokerage Customers have entered into a written advisory agreement
with Strata Wealth Advisors, LLC.
Portfolio Activity: We have a fiduciary duty to provide services consistent with the client’s best
interest. As part of our investment advisory services, we will review client portfolios on an ongoing basis
to determine if any changes are necessary based upon various factors, including, but not limited to,
investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a
change in the client’s investment objective. Based upon these factors, there may be extended periods of
time when we determine that changes to a client’s portfolio are neither necessary nor prudent. Clients
nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity.
Cash Positions: We treat cash as an asset class. As such, unless determined to the contrary by us, all
cash positions (money markets, etc.) shall continue to be included as part of assets under management
for purposes of calculating our advisory fee. Depending upon current yields, at any point in time, our
advisory fee could exceed the interest paid by the client’s money market fund.
Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an
employer typically has four options regarding an existing retirement plan (and may engage in a
combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll
over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll
over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could,
depending upon the client’s age, result in adverse tax consequences). If we recommend that a client
roll over their retirement plan assets into an account to be managed by us, such a recommendation
creates a conflict of interest if we will earn new (or increase our current) compensation as a result of
the rollover. If we provide a recommendation as to whether a client should engage in a rollover or not,
we are acting as a fiduciary 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.
No client is under any obligation to roll over retirement plan assets to an account managed by us.
Client Obligations: In performing our services, we shall not be required to verify any information
received from the client or from the client’s other professionals and are expressly authorized to rely
thereon. Moreover, each client is advised that it remains their responsibility to promptly notify us if
there is ever any change in their financial situation or investment objectives for the purpose of
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reviewing, evaluating or revising our previous recommendations and/or services.
Cybersecurity Risk: The information technology systems and networks that Strata and its third-
party service providers use to provide services to our clients employ various controls that are
designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that
could cause significant interruptions in our operations and/or result in the unauthorized acquisition
or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P,
we are committed to protecting the privacy and security of its clients' non-public personal
information by implementing appropriate administrative, technical, and physical safeguards. We have
established processes to mitigate the risks of cybersecurity incidents, including the requirement to
restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and
our firm are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause
them to incur financial losses and/or other adverse consequences. Although we have established
processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will
always be successful, especially considering that we do not control the cybersecurity measures and
policies employed by third-party service providers, issuers of securities, broker-dealers, qualified
custodians, governmental and other regulatory authorities, exchanges, and other financial market
operators and providers. In compliance with Regulation S-P, we will notify clients in the event of a
data breach involving their non-public personal information as required by applicable state and
federal laws.
Disclosure Statement: A copy of our written Brochure and Client Relationship Summary, as set forth
on Part 2 of Form ADV and Form CRS respectively, shall be provided to each client prior to or at the
time of execution of any advisory agreement.
Use of Pontera Platform: Our firm uses an investment platform made available by Pontera Solutions,
Inc. (“Pontera”), a third-party online platform, to assist with management of clients’ “held- away”
accounts, including 401(k)s, 403(b)s, annuities, and 529 education savings plans. The Pontera
platform permits advisers to manage held-away assets, on discretionary basis, without having to
reflect that it has custody of such assets on Part 1 of Form ADV. Our firm leverages their Order
Management System to implement tax-efficient asset location and opportunistic rebalancing
strategies on behalf of the client. We periodically review the available limited investment options as
selected by the product provider in these accounts, monitor them, rebalance, and implement our
strategies taken into consideration the client’s related investment accounts managed by us.
The advisory fee charged by our firm for the management of held-away assets is established in the
client’s Investment Advisory Agreement or Comprehensive Advisory Agreement. Other than the
advisory fee, clients do not pay any additional fee to Pontera or to our firm in connection with the use
of Pontera platform.
Tailoring of Advisory Services
Our firm offers individualized investment advice and management to our Investment Management
and Comprehensive Advisory Services clients. General investment advice may be offered to our
Financial Planning & Consulting and Retirement Plan Consulting clients. Each Investment
Management and Comprehensive Advisory Services client has the opportunity to place reasonable
restrictions on the types of investments to be held in the portfolio. 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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Strata Wealth Advisors, LLC
Participation in Wrap Fee Programs
Our firm does not offer or sponsor a wrap fee program.
Regulatory Assets Under Management
As of December 31, 2024, our firm manages a total of $927,332,469 worth of assets on a discretionary
basis.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Strata’s standard fee, based on a percentage (%) of the market value, is calculated from a fee schedule
ranging from 0.30% to 1.25% depending on Assets Under Management. The fees to be assessed will be
outlined in the Agreement to be signed by the Client. Annual fees shall be prorated and paid quarterly,
in advance, based on the market value of the Assets on the last business day of the previous quarter
(based upon beginning market value of initial engagement quarter). Fees will be deducted from client
account(s). In certain circumstances, our firm will agree to directly invoice the client. Unless otherwise
noted in writing, our firm bills on cash and cash equivalents. As part of this process, Clients understand
the following:
a) The client’s independent custodian sends statements showing the market values for each
security included in the Assets and all account disbursements, including the amount of the
advisory fees paid to our firm; and
b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our
firm will send an invoice directly to the custodian.
Strata’s standard fee for the Comprehensive Advisory Agreement is the greater of the calculated fee
as outlined in the fee schedule within Exhibit A of the signed agreement or a fixed annual fee minimum
described below.
Strata offers two primary service models under the Comprehensive Advisory Agreement: Enhanced
Financial Planning Services and Essential Wealth Management Services. Clients participating in the
Enhanced Financial Planning Service model are subject to a minimum annual advisory fee of $15,000,
while those in the Essential Wealth Management Services model have a minimum annual advisory fee
of $3,000. Participation in either model is determined by the advisor and on a case-by-case basis,
considering factors such as the client's net worth, portfolio composition, complexity of financial and
estate planning needs, servicing requirements, family circumstances, coordination with other
advisors, and implementation of recommendations. Additionally, our firm may charge an initial
Financial Planning flat fee for the first year, which is in addition to the fee schedule. Fees to be assessed
will be outlined in the Comprehensive Advisory Services Agreement to be signed by the client. The
Firm does not adjust its fee for intra-quarter additions or withdrawals.
It's important to note that if a client is subject to an annual minimum fee, they may pay a higher
percentage fee than what is outlined in the comprehensive Agreement. Strata reserves the right to
waive or reduce the fee minimum at its discretion.
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Strata Wealth Advisors, LLC
Our fees are negotiable at our discretion, depending upon objective and subjective factors including
but not limited to: the amount of assets to be managed; portfolio composition; the scope and
complexity of the engagement; the anticipated number of meetings and servicing needs; related
accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering
the service(s); prior relationships with us and/or our representatives, and negotiations with the
client. As a result of these factors, similarly situated clients could pay different fees, the services to be
provided by us to any particular client could be available from other advisers at lower fees, and certain
clients may have fees different than those specifically set forth above.
Cash Management Program: Participants in our Cash Management Program will be charged an annual
advisory fee of 0.30% based upon the balance in the cash management account.
Where applicable, we may aggregate the assets under management with related clients in a household
to achieve a fee level breakpoint.
Financial Planning & Consulting:
Our firm charges on a flat fee basis for financial planning and consulting services. The total estimated
fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with
the client. Annual flat fees will not exceed $150,000. An on-going flat fee may be required based on
individual client circumstances. Full payment of fees is required upon execution of our agreement. Our
firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months.
Retirement Plan Consulting:
Our Retirement Plan Consulting services are billed 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. Fees based on a percentage of managed Plan assets will
not exceed 1.25%. 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.
Other Types of Fees & Expenses
Clients will incur transaction charges for trades executed in their accounts. These transaction fees are
separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Fidelity
Brokerage Services (“Fidelity”) eliminated transaction fees for U.S. listed equities and certain
exchange traded funds for clients who opt into electronic delivery of statements or maintain at least $1
million in assets at Fidelity. Clients who do not meet either criteria will be subject to transaction fees
charged by Fidelity for U.S. listed equities and exchange traded funds.
Clients may also pay holdings charges imposed by the chosen custodian for certain investments,
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, surrender charges, variable annuity
fees, IRA and qualified retirement plan fees, and other fund expenses). Our firm does not receive a
portion of these fees.
Our firm may use Pontera to manage assets that are “held away” under our Investment Management
and Comprehensive Advisory Services Agreement. a client. Other than the advisory fee, clients do not
pay any additional fee to Pontera or to our firm in connection with the use of Pontera platform.
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Strata Wealth Advisors, LLC
Advisory Services to Brokerage Customers
Strata receives an advisory fee based on the Assets Under Management from Brokerage Customers
who have provided written consent to a broker-dealer to receive the investment advisory service
from Strata and have entered into a written advisory contract. The maximum advisory fee will not
exceed 1% annually. This advisory fee is paid by the broker-dealer and is not charged to the client
separately.
Termination & Refunds
Either party may terminate the agreement signed with our firm for Investment Management and
Comprehensive Advisory Services in writing at any time. Upon notice of termination our firm will
process a pro-rata refund of the unearned portion of the advisory fees charged in advance at the
beginning of the quarter.
Either party may terminate our Financial Planning & Consulting services at any time by providing
written notice. If a termination request has been made prior to the delivery of a plan or consultation,
the Client will receive a full refund of advisory fees paid. If a termination request is made after the
delivery of a plan or consultation, a refund will not be processed.
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
Strata does not receive any external compensation for the sale of securities to clients, nor do any of
the investment advisor representatives of Strata.
Item 6: Performance-Based Fees & Side-By-Side Management
Our firm does not charge performance-based fees.
Item 7: Types of Clients & Account Requirements
Our firm has the following types of clients:
Individuals and High Net Worth Individuals;
Trusts, Estates or Charitable Organizations;
Pension and Profit Sharing Plans; and
Broker-Dealers.
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Strata Wealth Advisors, LLC
Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging
us. However, clients who opt into electronic delivery of statements or maintain at least $1 million in
assets at Fidelity will not be charged transaction fees for U.S. listed equities and exchange traded
funds.
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
The following methods of analysis and investment strategies may be utilized in formulating our
investment advice and/or managing client assets, provided that such methods and/or 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.
General Risks of Owning Securities
The prices of securities held in client accounts and the income they generate may decline in response
to certain events taking place around the world. These include events directly involving the issuers of
securities held as underlying assets of mutual funds in a client’s account, conditions affecting the
general economy, and overall market changes. Other contributing factors include local, regional, or
global political, social, or economic instability and governmental or governmental agency responses
to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also
affect security prices and income.
The prices of, and the income generated by, most debt securities held by a client’s account may be
affected by changing interest rates and by changes in the effective maturities and credit ratings of
these securities. For example, the prices of debt securities in the client’s account generally will decline
when interest rates rise and increase when interest rates fall. In addition, falling interest rates may
cause an issuer to redeem, “call” or refinance a security before its stated maturity, which may result
in our firm having to reinvest the proceeds in lower yielding securities. Longer maturity debt
securities generally have higher rates of interest and may be subject to greater price fluctuations than
shorter maturity debt securities. Debt securities are also subject to credit risk, which is the possibility
that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make
timely payments of principal or interest and the security will go into default.
The guarantee of a security backed by the U.S. Treasury or the full faith and credit of the U.S.
government only covers the timely payment of interest and principal when held to maturity. This
means that the current market values for these securities will fluctuate with changes in interest rates.
Investments in securities issued by entities based outside the United States may be subject to
increased levels of the risks described above. Currency fluctuations and controls, different accounting,
auditing, financial reporting, disclosure, regulatory and legal standards and practices could also affect
investments in securities of foreign issuers. Additional factors may include expropriation, changes in
tax policy, greater market volatility, different securities market structures, and higher transaction
costs.
Finally, various administrative difficulties, such as delays in clearing and settling portfolio
transactions, or in receiving payment of dividends can increase risk. Finally, investments in securities
issued by entities domiciled in the United States may also be subject to many of these risks.
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Methods of Analysis
Securities analysis methods rely on the assumption that the companies whose securities are
purchased and/or sold, the rating agencies that review these securities, and other publicly-available
sources of information about these securities, are providing accurate and unbiased data. While our
firm is alert to indications that data may be incorrect, there is always a risk that our firm’s analysis
may be compromised by inaccurate or misleading information.
Modern Portfolio Theory (“MPT”): A mathematical framework for assembling a portfolio of assets
such that the expected return is maximized for a given level of risk, defined as variance. Its key insight
is that an asset’s risk and return should not be assessed by itself, but by how it contributes to a
portfolio’s overall risk and return. MPT assumes that investors are risk averse, meaning that given
two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an
investor will take on increased risk only if compensated by higher expected returns. Conversely, an
investor who wants higher expected returns must accept more risk. The exact trade-off will be the
same for all investors, but different investors will evaluate the trade-off differently based on
individual risk aversion characteristics. The implication is that a rational investor will not invest in a
portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that
level of risk an alternative portfolio exists that has better expected returns.
The risk, return, and correlation measures used by MPT are based on expected values, which means
that they are mathematical statements about the future (the expected value of returns is explicit in
the above equations, and implicit in the definitions of variance and covariance). In practice, investors
must substitute predictions based on historical measurements of asset return and volatility for these
values in the equations. Very often such expected values fail to take account of new circumstances
that did not exist when the historical data were generated. Mathematical risk measurements are also
useful only to the degree that they reflect investors’ true concerns—there is no point minimizing a
variable that nobody cares about in practice. MPT uses the mathematical concept of variance to
quantify risk, and this might be justified under the assumption of elliptically distributed returns such
as normally distributed returns, but for general return distributions other risk measures (like
coherent risk measures) might better reflect investors’ true preferences.
Mutual Fund and/or Exchange Traded Fund (“ETF”) Analysis: Analysis of the experience and
track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has
demonstrated an ability to invest over a period of time and in different economic conditions. The
underlying assets in a mutual fund or ETF are also reviewed in an attempt to determine if there is
significant overlap in the underlying investments held in another fund(s) in the Client’s portfolio. The
funds or ETFs are monitored in an attempt to determine if they are continuing to follow their stated
investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments,
past performance does not guarantee future results. A manager who has been successful may not be
able to replicate that success in the future. In addition, as our firm does not control the underlying
investments in a fund or ETF, managers of different funds held by the Client may purchase the same
security, increasing the risk to the Client if that security were to fall in value. There is also a risk that a
manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could
make the holding(s) less suitable for the Client’s portfolio.
Investment Strategies & Asset Classes
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Alternative Investments: Hedge funds, commodity pools, private Real Estate Investment Trusts
(“REITs”), Business Development Companies (“BDCs”), and other alternative investments involve a
high degree of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading
market. They can be highly leveraged, speculative and volatile, and an investor could lose all or a
substantial amount of an investment. Alternative investments may lack transparency as to share price,
valuation and portfolio holdings. Complex tax structures often result in delayed tax reporting.
Compared to mutual funds, hedge funds and commodity pools are subject to less regulation and often
charge higher fees. Alternative investment managers typically exercise broad investment discretion and
may apply similar strategies across multiple investment vehicles, resulting in less diversification.
Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus
reward by adjusting the percentage of each asset in an investment portfolio according to the investor’s
risk tolerance, goals and investment time frame. Asset allocation is based on the principle that different
assets perform differently in different market and economic conditions. A fundamental justification for
asset allocation is the notion that different asset classes offer returns that are not perfectly correlated,
hence diversification reduces the overall risk in terms of the variability of returns for a given level of
expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast
(wholly or in part) based on statistical relationships (like correlation and variance) that existed over
some past period. Expectations for return are often derived in the same way.
An asset class is a group of economic resources sharing similar characteristics, such as riskiness and
return. There are many types of assets that may or may not be included in an asset allocation strategy.
The “traditional” asset classes are stocks (value, dividend, growth, or sector-specific [or a “blend” of
any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic,
foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally:
investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long-
term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these
three provides a starting point. Usually included are hybrid instruments such as convertible bonds
and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be
considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others.;
Commercial or residential real estate; Collectibles such as art, coins, or stamps; insurance products
(annuity, life settlements, catastrophe bonds, personal life insurance products, etc.); derivatives such
as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency;
venture capital; private equity; and/or distressed securities.
Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay
investors periodic interest and repay the amount borrowed either periodically during the life of the
security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero
coupon bonds, which do not pay current interest, but rather are priced at a discount from their face
values and their values accrete over time to face value at maturity. The market prices of debt securities
fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market
prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds
with longer rates of maturity tend to have greater interest rate risks.
Certain additional risk factors relating to debt securities include: (a) When interest rates are declining,
investors have to reinvest their interest income and any return of principal, whether scheduled or
unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than
today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments
and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in
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turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political
and corporate developments, and interest rate changes. Investors can also expect periods of economic
change and uncertainty, which can result in increased volatility of market prices and yields of certain
debt securities. For example, prices of these securities can be affected by financial contracts held by
the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d)
Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a
specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest
rate market, the account would have to replace the security with a lower yielding security, resulting
in decreased income to investors. Usually, a bond is called at or close to par value. This subjects
investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds
are unlikely to move much above the call price if lower interest rates make the bond likely to be called.;
I If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject
of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts
owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which
may affect adversely the account’s ability to value accurately or dispose of such debt securities.
Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may
decrease the value and/or liquidity of debt securities.
Our firm attempts to reduce the risks described above through diversification of the client’s portfolio
and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate
and legislative developments, but there can be no assurance that our firm will be successful in doing
so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of
principal and interest payments, not market value risk. The rating of an issuer is a rating agency's
view of past and future potential developments related to the issuer and may not necessarily reflect
actual outcomes. There can be a lag between the time of developments relating to an issuer and the
time a rating is assigned and updated.
Exchange Traded Funds: An ETF is a type of Investment Company (usually, an open-end fund or unit
investment trust) whose primary objective is to achieve the same return as a particular market index.
The vast majority of ETFs are designed to track an index, so their performance is close to that of an
index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the
returns of a fund and the returns of the index, can arise due to differences in composition,
management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they
can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like
stocks, you can place orders just like with individual stocks - such as limit orders, good-until-canceled
orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and
redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at
the market prices on the exchanges, which resemble the underlying NAV but are independent of it.
However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying
securities. Although an investor can buy as few as one share of an ETF, most buy in board lots.
Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any
ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally
can only be bought in the country in which they are registered.
One of the main features of ETFs are their low annual fees, especially when compared to traditional
mutual funds. The passive nature of index investing, reduced marketing, and distribution and
accounting expenses all contribute to the lower fees. However, individual investors must pay a
brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this
can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost
brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient.
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Individual Stocks: A common stock is a security that represents ownership in a corporation. Holders
of common stock exercise control by electing a board of directors and voting on corporate policy.
Investing in individual common stocks provides us with more control of what you are invested in and
when that investment is made. Having the ability to decide when to buy or sell helps us time the taking
of gains or losses. Common stocks, however, bear a greater amount of risk when compared to
certificate of deposits, preferred stock and bonds. It is typically more difficult to achieve
diversification when investing in individual common stocks. Additionally, common stockholders are
on the bottom of the priority ladder for ownership structure; if a company goes bankrupt, the
common stockholders do not receive their money until the creditors and preferred shareholders have
received their respective share of the leftover assets.
Long-Term Purchases: Our firm may buy securities for your account and hold them for a relatively
long time (more than a year) in anticipation that the security’s value will appreciate over a long
horizon. The risk of this strategy is that our firm could miss out on potential short-term gains that
could have been profitable to your account, or it’s possible that the security’s value may decline
sharply before our firm make a decision to sell.
Margin Transactions: While our firm does not recommend margin as an investment strategy, we
work with clients who choose to use margin financing to meet cash needs on their existing portfolio
rather than selling securities. Margin accounts and transactions are risky and not necessarily
appropriate for every client. The potential risks associated with these transactions are (1) You can
lose more funds than are deposited into the margin account; (2) the forced sale of securities or other
assets in your account; (3) the sale of securities or other assets without contacting you; and (4) you
may not be entitled to choose which securities or other assets in your account(s) are liquidated or
sold to meet a margin call.
Borrowing Against Assets/Risks: A client who has a need to borrow money could determine to do
so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian
charges the client interest for the right to borrow money, and uses the assets in the client’s
brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client,
the client pledges investment assets held at the account custodian as collateral.
These above-described collateralized loans are generally utilized because they offer interest rates
comparable to those of standard commercial bank loans and can be accessed quickly and efficiently
without meeting strict credit standards or completing extensive paperwork. These types of
collateralized loans can assist with a pending home purchase, permit the retirement of more
expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring
capital gains taxes. However, such loans are not without potential material risk to the client’s
investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s
investment assets in the event of loan default or if the assets fall below a certain level. For this reason,
we do not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan
to purchase a new residence). We do not recommend such borrowing for investment purposes (i.e.,
to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin
or a pledged assets loan, the following economic benefits would inure to us:
by taking the loan rather than liquidating assets in the client’s account, we continue to earn a
fee on such Account assets; and,
if the client invests any portion of the loan proceeds in an account to be managed by us, we
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will receive an advisory fee on the invested amount; and,
if our advisory fee is based upon the higher margined account value, we will earn a
correspondingly higher advisory fee. This could provide us with a disincentive to encourage
the client to discontinue the use of margin.
The Client must accept the above risks and potential corresponding consequences associated with the
use of margin or a pledged assets loan.
Mutual Funds: A mutual fund is a company that pools money from many investors and invests the
money in a variety of differing security types based the objectives of the fund. The portfolio of the fund
consists of the combined holdings it owns. Each share represents an investor’s proportionate
ownership of the fund’s holdings and the income those holdings generate. The price that investors
pay for mutual fund shares is the fund’s per share NAV plus any shareholder fees that the fund imposes
at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up
of a fund’s portfolio at any given time, nor can they directly influence which securities the fund
manager buys and sells or the timing of those trades. With an individual stock, investors can obtain
real-time (or close to real-time) pricing information with relative ease by checking financial websites
or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price
changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at
which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is
calculated daily after market close.
The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed
by an investment adviser who researches, selects, and monitors the performance of the securities
purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an
investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading
investments across a wide range of companies and industry sectors can help lower the risk if a company
or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds
rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate
investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial
purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can
readily redeem their shares at the current NAV, less any fees and charges assessed on redemption.
Mutual funds also have features that some investors might view as disadvantages: (a) Investors must
pay annual fees and other expenses regardless of how the fund performs. Depending on the timing of
their investment, investors may also have to pay taxes on any capital gains distribution they receive.
This includes instances where the fund went on to perform poorly after purchasing shares.; (b)
Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can
they directly influence which securities the fund manager buys and sells or the timing of those trades.;
and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing
information with relative ease by checking financial websites or by calling a broker or your investment
adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to
second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares
will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the
investor placed the order. In general, mutual funds must calculate their NAV at least once every
business day, typically after the major U.S. exchanges close.
When investors buy and hold an individual stock or bond, the investor must pay income tax each year
on the dividends or interest the investor receives. However, the investor will not have to pay any
capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When
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an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary
dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on
any personal capital gains when the investor sells shares, the investor may have to pay taxes each year
on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains
to shareholders if they sell securities for a profit, and cannot use losses to offset these gains.
Options: An option is a financial derivative that represents a contract sold by one party (the option
writer) to another party (the option holder). The contract offers the buyer the right, but not the
obligation, to buy (call) or sell (put) a security or other financial asset at an agreed-upon price (the
strike price) during a certain period of time or on a specific date (exercise date). Options are extremely
versatile securities. Traders use options to speculate, which is a relatively risky practice, while
hedgers use options to reduce the risk of holding an asset. In terms of speculation, option buyers and
writers have conflicting views regarding the outlook on the performance of an option.
Call Option: Call options give the option to buy at certain price, so the buyer would want the stock to
go up. Conversely, the option writer needs to provide the underlying shares in the event that the
stock's market price exceeds the strike due to the contractual obligation. An option writer who sells a
call option believes that the underlying stock's price will drop relative to the option's strike price
during the life of the option, as that is how he will reap maximum profit. This is exactly the opposite
outlook of the option buyer. The buyer believes that the underlying stock will rise; if this happens, the
buyer will be able to acquire the stock for a lower price and then sell it for a profit. However, if the
underlying stock does not close above the strike price on the expiration date, the option buyer would
lose the premium paid for the call option.
Put Option: Put options give the option to sell at a certain price, so the buyer would want the stock to
go down. The opposite is true for put option writers. For example, a put option buyer is bearish on the
underlying stock and believes its market price will fall below the specified strike price on or before a
specified date. On the other hand, an option writer who shorts a put option believes the underlying
stock's price will increase about a specified price on or before the expiration date. If the underlying
stock's price closes above the specified strike price on the expiration date, the put option writer's
maximum profit is achieved. Conversely, a put option holder would only benefit from a fall in the
underlying stock's price below the strike price. If the underlying stock's price falls below the strike
price, the put option writer is obligated to purchase shares of the underlying stock at the strike price.
The potential risks associated with these transactions are that (1) all options expire. The closer the
option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can move
very quickly. Depending on factors such as time until expiration and the relationship of the stock
price to the option’s strike price, small movements in a stock can translate into big movements in the
underlying options.
Real Estate Investment Trusts: REITs primarily invest in real estate or real estate-related loans.
Equity REITs own real estate properties, while mortgage REITs hold construction, development
and/or long-term mortgage loans. Changes in the value of the underlying property of the trusts, the
creditworthiness of the issuer, property taxes, interest rates, tax laws, and regulatory requirements,
such as those relating to the environment all can affect the values of REITs. Both types of REITs are
dependent upon management skill, the cash flows generated by their holdings, the real estate market
in general, and the possibility of failing to qualify for any applicable pass-through tax treatment or
failing to maintain any applicable exemptive status afforded under relevant laws.
Risk of Loss
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Investing in securities involves risk of loss that clients should be prepared to bear. While the stock
market may increase and the account(s) could enjoy a gain, it is also possible that the stock market
may decrease and the account(s) could suffer a loss. It is important that clients understand the risks
associated with investing in the stock market, are appropriately diversified in investments, and ask
any questions.
Capital Risk: Capital risk is one of the most basic, fundamental risks of investing. All investments
carry some form of risk and the loss of capital is generally a risk for any investment instrument.
Credit Risk: Credit risk can be a factor in situations where an investment’s performance relies on a
borrower’s repayment of borrowed funds. With credit risk, an investor can experience a loss or
unfavorable performance if a borrower does not repay the borrowed funds as expected or required.
Investment holdings that involve forms of indebtedness (i.e., borrowed funds) are subject to credit risk.
Currency Risk: Fluctuations in the value of the currency in which your investment is denominated
may affect the value of your investment and thus, your investment may be worth more or less in the
future. All currency is subject to swings in valuation and thus, regardless of the currency
denomination of any particular investment you own, currency risk is a realistic risk measure. That
said, currency risk is generally a much larger factor for investment instruments denominated in
currencies other than the most widely used currencies (U.S. dollar, British pound, German mark, Euro,
Japanese yen, French franc, etc.).
Economic Risk: The prevailing economic environment is important to the health of all businesses.
Some companies, however, are more sensitive to changes in the domestic or global economy than
others. These types of companies are often referred to as cyclical businesses. Countries in which a
large portion of businesses are in cyclical industries are thus also very economically sensitive and
carry a higher amount of economic risk. If an investment is issued by a party located in a country that
experiences wide swings from an economic standpoint or in situations where certain elements of an
investment instrument are hinged on dealings in such countries, the investment instrument will
generally be subject to a higher level of economic risk.
Financial Risk: Financial risk is represented by internal disruptions within an investment or the
issuer of an investment that can lead to unfavorable performance of the investment. Examples of
financial risk can be found in cases like Enron or many of the dot com companies that were caught
up in a period of extraordinary market valuations that were not based on solid financial footings of
the companies.
Fixed Income Securities Risk: Typically, the values of fixed-income securities change inversely with
prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk,
which is the risk that their value will generally decline as prevailing interest rates rise, which may
cause your account value to likewise decrease, and vice versa. How specific fixed income securities
may react to changes in interest rates will depend on the specific characteristics of each security.
Fixed-income securities are also subject to credit risk, prepayment risk, valuation risk, and liquidity
risk. Credit risk is the chance that a bond issuer will fail to pay interest and principal in a timely
manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price
of a bond to decline.
Inflation Risk: Inflation risk involves the concern that in the future, your investment or proceeds
from your investment will not be worth what they are today. Throughout time, the prices of resources
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and end-user products generally increase and thus, the same general goods and products today will
likely be more expensive in the future. The longer an investment is held, the greater the chance that
the proceeds from that investment will be worth less in the future than what they are today. Said
another way, a dollar tomorrow will likely get you less than what it can today.
Interest Rate Risk: Certain investments involve the payment of a fixed or variable rate of interest to
the investment holder. Once an investor has acquired or has acquired the rights to an investment that
pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market will
affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing
interest rates in the market will have an inverse relationship to the value of existing, interest paying
investments. In other words, as interest rates move up, the value of an instrument paying a particular
rate (fixed or variable) of interest will go down. The reverse is generally true as well.
Legal/Regulatory Risk: Certain investments or the issuers of investments may be affected by
changes in state or federal laws or in the prevailing regulatory framework under which the investment
instrument or its issuer is regulated. Changes in the regulatory environment or tax laws can affect the
performance of certain investments or issuers of those investments and thus, can have a negative
impact on the overall performance of such investments.
Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited
market in which they trade. Thus, you may experience the risk that your investment or assets within
your investment may not be able to be liquidated quickly, thus, extending the period of time by which
you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable
pricing when exiting (i.e., not being able to quickly get out of an investment before the price drops
significantly) a particular investment and therefore, can have a negative impact on investment
returns.
Market Risk: The value of your portfolio may decrease if the value of an individual company or multiple
companies in the portfolio decreases or if our belief about a company’s intrinsic worth is incorrect.
Further, regardless of how well individual companies perform, the value of your portfolio could also
decrease if there are deteriorating economic or market conditions. It is important to understand that
the value of your investment may fall, sometimes sharply, in response to changes in the market, and you
could lose money. Investment risks include price risk as may be observed by a drop in a security’s price
due to company specific events (e.g., earnings disappointment or downgrade in the rating of a bond) or
general market risk (e.g., such as a “bear” market when stock values fall in general). For fixed-income
securities, a period of rising interest rates could erode the value of a bond since bond values generally
fall as bond yields go up. Past performance is not a guarantee of future returns.
Description of Material, Significant or Unusual Risks
Our firm generally invests client cash balances in brokerage cash, money market funds, FDIC Insured
Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments.
Ultimately, our firm tries to achieve the highest return on client 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 our
Investment Management and Comprehensive Advisory Services, as applicable.
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Item 9: Disciplinary Information
There are no legal or disciplinary events that are material to the evaluation of our advisory business
or the integrity of our management.
Item 10: Other Financial Industry Activities & Affiliations
Our Firm is also a licensed insurance agency. The recommendation that a client purchase an insurance
commission product from a Firm representative in his/her individual capacity as an insurance agent
with the Firm’s insurance agency presents a conflict of interest, as the receipt of commissions can
provide an incentive to recommend investment and/or insurance products based on commissions to
be received, rather than on a particular client’s need. The fees charged and compensation derived
from the sale of such insurance is separate from, and in addition to, the Firm’s investment advisory
fee. No client is under any obligation to purchase any insurance commission products from any of
our representatives. Clients are reminded that they can purchase insurance products recommended
by our representatives through other, non-affiliated broker-dealers and/or insurance agents.
We do not receive, directly or indirectly, compensation from investment managers that we
recommend or select for our clients.
Strata has agreement(s) with broker-dealers to provide investment advisory services to Brokerage
Customers. Broker-dealers pay compensation to Strata for providing investment advisory services to
Customers. Brokerage Customers will execute a written advisory agreement directly with Strata.
This relationship presents conflicts of interest. Potential conflicts are mitigated by Brokerage
Customers consenting to receive investment advisory services from Strata; by Strata not accepting or
billing for additional compensation on broker-dealers’ Assets Under Management beyond the
advisory fees disclosed in Item 5; and by Strata not engaging as, or holding itself out to the public as,
a securities broker-dealer.
Item 11: Code of Ethics, Participation or Interest in
Client Transactions & Personal Trading
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. Our fiduciary duty is the
underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities
transaction and insider trading. Our firm requires all representatives 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 with our firm, and at least annually thereafter, all representatives of our firm will
acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and
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Strata Wealth Advisors, LLC
representatives 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. 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.
Our firm recognizes that the personal investment transactions of our representatives demands the
application of a Code of Ethics with high standards and requires that all such transactions be carried
out in a way that does not endanger the interest of any client. At the same time, our firm also believes that
if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that
there be common ownership of some securities.
In order to prevent conflicts of interest, our firm has established procedures for transactions effected
by our representatives for their personal accounts1. In order to monitor compliance with our personal
trading policy, our firm has pre-clearance requirements and a quarterly securities transaction
reporting system for all of our representatives.
Neither our firm nor a related person recommends, buys or sells for client accounts, securities in
which our firm or a related person has a material financial interest without prior disclosure to the
client.
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.
Likewise, related persons of our firm 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, to that extent that our related persons seek to
purchase or sell any security on our restricted list in a non-managed employee account on the same day
as a client trade in that security , the Firm’s pre-clearance rules will apply (unless such trade is performed
as part of a block trade)prior to buying or selling for our clients in the same day unless included in a block
trade.
Item 12: Brokerage Practices
Selecting a Brokerage Firm
1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse,
his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our
associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect
beneficial interest in.
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Strata Wealth Advisors, LLC
Our firm does not maintain custody of client assets. Client assets must be maintained by a qualified
custodian. Our firm seeks to recommend a custodian who will hold client assets and execute
transactions on terms that are overall most advantageous when compared to other available
providers and their services. The factors considered, among others, are these:
Timeliness of execution
Timeliness and accuracy of trade confirmations
Research services provided
Ability to provide investment ideas
Execution facilitation services provided
Record keeping services provided
Custody services provided
Frequency and correction of trading errors
Ability to access a variety of market venues
Expertise as it relates to specific securities
Financial condition
Business reputation
Quality of services
Our firm has an arrangement with National Financial Services LLC and Fidelity Brokerage Services LLC
(collectively, and together with all affiliates, "Fidelity") through which Fidelity provides our firm with
"institutional platform services." In the event that the client requests that Strata recommend a broker-
dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Strata
to use a specific broker-dealer/custodian), Strata generally recommends that investment management
accounts be maintained at Fidelity. Our firm is independently operated and owned and is not affiliated with
Fidelity. The institutional platform services include, among others, brokerage, custody, and other related
services. Fidelity's institutional platform services that assist us in managing and administering clients'
accounts include software and other technology that (i) provide access to client account data (such as
trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated
trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv)
facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions,
recordkeeping and client reporting.
Fidelity may make certain research and brokerage services available at no additional cost to our firm.
Research products and services provided by Fidelity 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 Fidelity to our firm in the performance of our investment decision-making responsibilities.
In addition to the research and brokerage services mentioned above, Fidelity provides our firm with
economic benefits as a result of our recommendation of Fidelity’s custody and brokerage services.
There is no direct link between these benefits and the investment advice given to clients. These
benefits are not typically made available to all investment advisory firms. These benefits include the
following, provided without cost or at a discount: receipt of duplicate client statements and
confirmations; research related products and tools; consulting services; access to a trading desk
serving our firm’s participants; access to block trading (which provides the ability to aggregate
securities transactions for execution and then allocate the appropriate shares to client accounts); the
ability to have advisory fees deducted directly from client accounts; access to an electronic
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Strata Wealth Advisors, LLC
communications network for client order entry and account information; access to mutual funds with
no transaction fees; and discounts on compliance, research, technology, legal services and practice
management products or services provided to us by third party vendors. These products or services
may assist us in managing and administering client accounts, including accounts not maintained at
Fidelity. Other services made available are intended to help us manage and further develop our
business enterprise. The benefits received by our firm or our personnel do not depend on the amount
of brokerage transactions directed to Fidelity. As part of our fiduciary duties to our clients, we
endeavor at all times to put the interests of our clients first. Clients should be aware, however, that
the receipt of economic benefits by our firm or our related persons in and of itself creates a potential
conflict of interest and may indirectly influence our firm’s choice of Fidelity for custody and brokerage
services.
Fidelity does not make client brokerage commissions generated by client transactions available for
our firm’s use. The aforementioned research and brokerage services are used by our firm to manage
accounts for which our firm has investment discretion. Without this arrangement, our firm might be
compelled to purchase the same or similar services at our own expense.
As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of
our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm
or our related persons creates a potential conflict of interest and may indirectly influence our firm’s
choice of Fidelity as a custodial recommendation. Our firm examined this potential conflict of interest
when our firm chose to recommend Fidelity and have determined that the recommendation is in the
best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best
execution.
Clients may pay a transaction fee or commission to Fidelity that is higher than another qualified
broker dealer might charge to affect the same transaction where our firm determines in good faith
that the commission is reasonable in relation to the value of the brokerage and research services
provided to the client as a whole.
In seeking best execution, the determinative factor is not the lowest possible cost, but whether the
transaction represents the best qualitative execution, taking into consideration the full range of a
broker-dealer’s services, including the value of research provided, execution capability, commission
rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients,
our firm may not necessarily obtain the lowest possible commission rates for specific client account
transactions.
Client Brokerage Commissions
Fidelity does not charge client brokerage commissions generated by client transactions available for
our firm’s use. Our firm does not direct client transactions to a particular broker-dealer in return for
soft dollar benefits.
Brokerage for Client Referrals
The Firm does not receive referrals from broker-dealers.
Directed Brokerage
In certain instances, clients may seek to limit or restrict our 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 affected. Clients may
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Strata Wealth Advisors, LLC
seek to limit our authority in this area by directing those transactions (or some specified percentage
of transactions) be executed through specified brokers in return for portfolio evaluation or other
services deemed by the client to be of value. Any such client direction must be in writing (often
through our advisory agreement), and may contain a representation from the client that the
arrangement is permissible under its governing laws and documents, if this is relevant.
Our firm provides appropriate disclosure in writing to clients who direct trades to particular brokers,
that with respect to their directed trades, they will be treated as if they have retained the investment
discretion that our firm otherwise would have in selecting brokers to effect transactions and in
negotiating commissions and that such direction may adversely affect our ability to obtain best price
and execution. In addition, our firm will inform clients in writing that the trade orders may not be
aggregated with other clients’ orders and that direction of brokerage may hinder best execution.
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, our firm 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.
Aggregation of Purchase or Sale
Our firm provides 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
our firm believes 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, our firm attempts 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.
To facilitate this batched trading process, we generally use Orion’s Eclipse trading system to create
aggregated block orders, which are routed electronically to Fidelity for execution. After execution,
Eclipse allocates trades to participating client accounts on a pro-rata basis at the average execution
price for the security, with transaction costs shared proportionally.
Because we primarily trade in highly liquid securities, orders are generally filled in full. In the rare
event an order is only partially filled, Eclipse determines the allocation among accounts using its
systematic methodology, typically a pro-rata distribution based on each account’s intended order size.
A new block order is then created for any unfilled portion until it can be executed. This process is
designed to promote fairness and consistency so that all clients participating in an aggregated trade
receive the same average price.
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Strata Wealth Advisors, LLC
We may trade in a client account outside of a batched or block order. This typically occurs in
connection with client-directed trades, purchases of Treasury bills, or during light trading days when
it is operationally more efficient to trade accounts individually. In such situations, trades are executed
on an as-needed basis and in the order deemed appropriate under the circumstances.
When trades are not aggregated, clients may receive prices that are better or worse than those
obtained by other clients who buy or sell the same security on the same day. While we seek to treat
all clients fairly over time, differences in execution prices are an inherent risk when trades are not
executed as part of a block order.
Handling of Trade Errors.
We have implemented procedures designed to detect and prevent trade errors, however, trade errors
in client accounts cannot always be avoided. It our policy to correct trade errors in a manner that is
in the best interest of the client. In cases where the client causes the trade error, the client will be
responsible for any loss resulting from the correction. In all situations where the client does not cause
the trade error, and we are responsible for the trade error, the client will be made whole and any
loss resulting from the trade error will be absorbed by us. If the custodian causes the error, the
custodian will be responsible for covering all trade error costs.
If an investment gain results from the correcting trade, the gain will remain in the Firm’s error account
for the remainder of the quarter, where it may be used to offset other losses. After the close of the
quarter, any remaining gains may be donated to a charitable organization. Our Firm does not retain
any gains associated with trade error corrections and will never benefit or profit from trade errors.
Please note, however, that the Firm’s gains may be contributed to a 501C(3) organization (“Education
Without Borders”) where the Firm’s principal serves as President. The Firm does not manage any
assets for this charity
Item 13: Review of Accounts or Financial Plans
Our management personnel or financial advisors review accounts on at least an annual basis for our
Investment Management and Comprehensive Advisory Services clients. The nature of these reviews
is to learn whether client accounts are in line with their investment objectives, appropriately
positioned based on market conditions, and investment policies, if applicable. Our firm does not
provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least
an annual basis when our Investment Management and Comprehensive Advisory Services clients are
contacted. Our firm 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.
Financial Planning clients do not receive reviews of their plans unless they take action to schedule a
financial consultation with us. Our firm does 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. Financial Planning clients do not receive written or verbal updated reports
regarding their financial plans unless they separately engage our firm for a post- financial plan
meeting or update to their initial written financial plan.
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Strata Wealth Advisors, LLC
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.
Item 14: Client Referrals & Other Compensation
Fidelity
As referenced in Item 12.A.1 above, Strata receives indirect economic benefits from Fidelity. Strata,
without cost (and/or at a discount), may receive support services and/or products from Fidelity.
There is no corresponding commitment made by Strata to Fidelity or any other entity to invest any
specific amount or percentage of client assets in any specific mutual funds, securities or other
investment products as a result of the above arrangement.
Referral Fees
We engage promoters to introduce new prospective clients to our firm consistent with Rule 206(4)-1
and the Investment Advisers Act of 1940, its corresponding rules, and applicable state regulatory
requirements. If the prospect subsequently engages us, the promoter shall generally be compensated
by us for the introduction. Because the promoter has an economic incentive to introduce the prospect
to us, a conflict of interest is presented. The promoter’s introduction shall not result in the prospect’s
payment of a higher investment advisory fee to us (i.e., if the prospect was to engage us independent
of the promoter’s introduction).
Item 15: Custody
Our firm does not have custody of client funds or securities. All of our clients receive account
statements directly from their qualified custodians at least quarterly upon opening of an account.
Clients are encouraged to raise any questions with us about the custody, safety or security of their
assets and our custodial recommendations.
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. As such, our firm has adopted the following safeguarding
procedures in conjunction with our custodian, Fidelity:
Fidelity’s forms, used to establish a standing letter of authorization, include the name and
account number on the receiving account and must be signed by the client.
Fidelity’s SLOA forms currently require client’s signature.
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Strata Wealth Advisors, LLC
Fidelity performs verification on all SLOA forms and sends a transfer of notice to the client
promptly following the transaction.
Clients always have the ability to terminate (or amend) an SLOA in writing.
Our firm has no authority, or ability, to amend the third party designated on a standing instruction.
Our firm maintains records showing the third party is not a related party of our firm or
located at our firm.
Fidelity notifies the client in writing when a new standing instruction is set up. Clients also
receive an annual mailing reconfirming the existence of the standing instruction.
Item 16: Investment Discretion
Clients have the option of providing our firm with investment discretion on their behalf, pursuant to
an executed investment advisory client agreement. By granting investment discretion, our firm is
authorized to execute securities transactions, determine which securities are bought and sold, and
the total amount to be bought and sold. Limitations may be imposed by the 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
Our firm does 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, our firm will forward them to the appropriate client and ask the party who sent them to
mail them directly to the client 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
Our firm is not required to provide financial information in this Brochure because:
Our firm does not require the prepayment of more than $1,200 in fees when services cannot
be rendered within 6 months.
Our firm does not take custody of client funds or securities.
Our firm does not have a financial condition or commitment that impairs our ability to meet
contractual and fiduciary obligations to clients.
Our firm has never been the subject of a bankruptcy proceeding.
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Strata Wealth Advisors, LLC