B3 Wealth Strategies is an investment adviser registered with the United States Securities and Exchange
Commission (“SEC”) and is a limited liability company (LLC) formed under the laws of the State of
Washington.
Strategic Wealth Management II Program
Strategic Wealth Management is a comprehensive, open-architecture, fee-based investment platform
created by LPL Financial to allow independent investment advisers, such as B3 Wealth Strategies, to
offer clients customized advice and service. The platform provides a foundation to develop long-term
financial goals and provide potential solutions. We offer wrap fee accounts on the Strategic Wealth
Management II platform (SWM II). B3 Wealth Strategies has the fiduciary responsibility on the accounts.
Through the SWM II platform, we provide investment management services, including providing
continuous investment advice and making investments for you based on your individual needs. Through
this service, we offer a customized and individualized investment program. A specific asset allocation
strategy is crafted to focus on your specific goals and objectives. Your information should be updated
regularly, but at a minimum every 2 years.
The SWM II Program accounts are custodied at LPL Financial in its capacity as a registered
broker/dealer, member FINRA/SIPC. LPL Financial is also an investment advisor registered with the SEC
but does not serve as an investment advisor for you through the SWM Program accounts. LPL Financial
provides clearing, custody and other brokerage services for accounts. Therefore, you are required to
establish an advisory account(s) through the LPL Financial SWM platform. Separate accounts are
maintained for you, and you retain all rights of ownership of you accounts (e. g., the right to withdraw
securities or cash, exercise or delegate proxy voting, and receive transaction confirmations).
SWM II Program accounts allow you to authorize us to purchase and sell, on either a discretionary basis
or non-discretionary basis, portfolios consisting of securities and investments. We may limit our discretion
with respect to your account and the securities eligible to be purchased for your account. (See, Limits
Advice to Certain Types of Investments at Item 6, Portfolio Manager Selection and Evaluation elsewhere
in this Disclosure Brochure.)
With discretionary authority, we make all decisions to buy, sell or hold securities, cash or other
investments in the managed account in our sole discretion without consulting with you before
implementing any transactions. You must provide us with written authorization to exercise this
discretionary authority. Discretionary authority is limited. We do not have access to your funds and/or
securities with the exception of having advisory fees deducted from your account and paid to us by the
account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the
account custodian. You have the ability to place reasonable restrictions on the types of investments that
may be purchased in an account. You may also place reasonable limitations on the discretionary power
granted to us so long as the limitations are specifically set forth or included as an attachment to the client
agreement. (Please see Item 16, Investment Discretion, in the separate B3 Wealth Strategies Disclosure
Brochure for additional information concerning discretionary authority.)
During any month that there is activity in the SWM II Program account, you receive a monthly account
statement from LPL showing account activity as well as positions held in the account at month end.
Additionally, you receive a confirmation of each transaction that occurs within the SWM II Program
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account unless the transaction is the result of a systematic purchase, redemption or exchange. You also
receive a detailed quarterly report showing performance, positions, and activity. All account data and
statements are also available on-line through the account view portal through LPL.
The annual investment advisory fee charged by B3 Wealth Strategies will vary between 0.70% – 1.45% of
the assets held in the account and is negotiable depending on the market value of the account, asset
types, complexity of your portfolio, your financial situation and trading activity. The annual fee is divided
and paid quarterly in advance through a direct debit to your account. LPL is responsible for calculating
and debiting all fees from your accounts. You must provide LPL with written authorization to debit
advisory fees from your accounts and pay the fees to B3 Wealth Strategies. Fees are based on the
account's asset value as of the last business day of the prior calendar quarter. Fees for accounts opened
at any time other than the beginning of a quarter are prorated based on the number of days remaining in
the initial quarter.
Prior to engaging B3 Wealth Strategies to provide investment management services, you are required to
enter into a formal investment advisory agreement with us setting forth the terms and conditions,
including the amount of investment advisory fees, under which we manage your assets and a also
separate custodial/clearing agreement with LPL.
You may incur certain charges imposed by third parties other than B3 Wealth Strategies in connection
with investments made through the account including, but not limited to, 12b-1 fees and surrender
charges, and IRA and qualified retirement plan fees. Mutual fund 12b-1 fees are always paid to our
custodian, LPL.
Our management fees (which include transaction and execution fees charged by LPL for SWM II
Program
accounts) are separate and distinct from the fees and expenses charged by investment company
securities that may be recommended to you. A description of these fees and expenses are available in
each mutual fund company’s prospectus. Our investment adviser representatives, in their separate
capacity as registered representatives of LPL, will not receive a portion of the commissions or 12b-1 fees
charged to you. As a matter of policy, B3 does not permit investment adviser representatives to earn
commissions or trails on transactions or assets held in advisory accounts.
The SWM II wrap program may cost you more or less than if the assets were held in a traditional
brokerage account. In a brokerage account, you are charged commissions for each transaction, and the
representative has no duty to provide ongoing advice with respect to the account. If you plan to follow a
buy and hold investment strategy for the account or do not wish to purchase ongoing investment advice
or management services, you should consider opening a brokerage account rather than a SWM II
account.
When making the determination of whether one of the advisory programs available through B3 Wealth
Strategies is appropriate for your needs, you should bear in mind that fee-based accounts, when
compared with commission-based accounts, often result in lower costs during periods when trading
activity is heavier, such as the year an account is established. However, during periods when trading
activity is lower, the fee-based account arrangements may result in a higher annual cost for transactions.
Thus, depending on a number of factors, the total cost for transactions under a fee account versus a
commission account can vary significantly. Factors which affect the total cost include account size,
amount of turnover, type and quantities of securities purchased or sold, commission rates and your tax
situation. It should also be noted that lower fees for comparable service may be available from other
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sources. You should discuss the advantages and disadvantages of fee-based and commission-based
accounts with your investment adviser representative.
Either party may terminate the agreement for services at any time. If services are terminated within five
business days of executing the agreement, services are terminated without penalty and a full refund of all
fees paid in advance is provided. If services are terminated after the initial five day period, we provide
you with a prorated refund of fees paid in advance. The refund is based on the number of days service is
provided during the final billing period. Termination is effective from the time the other party receives
written notification or such other time as may be mutually agreed upon, subject to the settlement of
transactions in progress and the final refund of advisory fees. There is no penalty charge on termination.
Additional Compensation, Economic and Non-Economic Benefits
Our investment adviser representatives are also registered representatives of LPL, a securities broker-
dealer. You may work with your investment adviser representative in his or her separate capacity as a
registered representative of LPL. When acting in this separate capacity as a registered representative,
your investment adviser representative may sell, for commissions, general securities products such as
stocks, bonds, mutual funds, exchange-traded funds, and variable annuity and variable life products to
you. As such, your investment adviser representative may suggest that you implement investment advice
by purchasing securities products through a commission-based brokerage account in addition to or in lieu
of a fee-based investment-advisory account. This receipt of commissions creates an incentive to
recommend those products for which your investment adviser representative will receive a commission in
his or her separate capacity as a registered representative of a securities broker-dealer. Consequently,
the objectivity of the advice rendered to you could be biased.
You are under no obligation to use the services of our representatives in this separate capacity or to use
LPL and can select any broker/dealer you wish to implement securities transactions. If you select our
representatives to implement securities transactions in their separate capacity as registered
representatives, they must use LPL
Certain of our supervised persons have received a loan from LPL Financial in order to assist with
transitioning from the person’s former broker-dealer to LPL Financial. Although the loan is intended to
assist with transition costs, to the extent that the amount of the loan exceeds the costs of transition, loan
recipients are not required to refund the unused portion to LPL Financial and may use the funds for other
purposes.
The loans are forgiven by LPL Financial based upon the length of time the investment adviser
representative is affiliated with LPL Financial. The receipt of forgivable loans presents a conflict of interest
in that its representatives have a financial incentive to maintain a relationship with LPL Financial.
However, to the extent its representatives recommend you use LPL Financial for any services, it is
because they believe that it is in your best interest to do so. B3 Wealth Strategies has systems in place to
review the investment adviser representatives’ managed accounts for suitability and best execution
practices over the course of the advisory relationship.