This Disclosure document is being offered to you by FYRA Capital Management (“FYRA” or
“Firm”) about the investment advisory services we provide. It discloses information about
the services that we provide and the way those services are made available to you, the
client.
Pineridge Advisors, LLC (marketing the advisory services under the name of FYRA Capital
Management) was registered as an Investment Advisor with the SEC in July 2021. The
principal owners are Kyle Jones, Matthew Allgeyer, and Peggyann Mueller. Kyle Jones is
the Chief Compliance Officer of the Firm.
Our Firm provides investment advice to clients in need of proactive wealth management.
Our Firm focuses on helping these clients preserve wealth over multi-generational time
periods and position their assets for smooth and efficient multi-generational transitions.
Investment advisory services are initiated only after you and FYRA execute an investment
management agreement.
INVESTMENT MANAGEMENT AND SUPERVISION SERVICES
We manage advisory accounts on a discretionary and non-discretionary basis. For
discretionary accounts, once we have determined a profile and investment plan with a
client, we will execute the day-to-day transactions without seeking prior client consent but
within the expected investment guidelines. Account supervision is guided by the client’s
written profile and investment plan. We will accept accounts with certain trading
restrictions, if circumstances warrant. We primarily allocate client assets among various
equities, Exchanged Traded Funds (“ETFs”), cash, no-load or load-waived mutual funds in
accordance with their stated investment objectives. All of which are considered asset
allocation categories for the client’s investment strategy.
During personal discussions with clients, we determine the client’s objectives, time
horizons, risk tolerance, and liquidity needs. As appropriate, we also review a client’s prior
investment history, as well as family composition and background. Based on client needs,
we develop a client’s personal profile and investment plan. We then create and manage
the client’s investments based on that policy and plan. It is the client’s obligation to notify
us immediately if circumstances have changed with respect to their goals. Once we have
determined the types of investments to be included in a client’s portfolio and have
allocated the assets, we provide ongoing investment review and management services.
With our discretionary relationship, we will make changes to the portfolio, as we deem
appropriate, to meet client financial objectives. We trade these portfolios based on the
combination of our market views and client objectives, using our investment process. We
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tailor our advisory services to meet the needs of our clients and seek to ensure that your
portfolio is managed in a manner consistent with those needs and objectives. Clients have
the ability to leave standing instructions with us to refrain from investing in particular
industries or invest in limited amounts of securities.
If a non-discretionary relationship is in place, calls will be placed presenting the
recommendation made and only upon your authorization will any action be taken on your
behalf.
We do have limited authority to direct the Custodian to deduct our investment advisory
fees from accounts, but only with the appropriate written authorization from clients.
Clients may engage us to advise on certain investment products that are not maintained
at our Firm’s recommended custodian, such as variable life insurance, annuity contracts,
and assets held in employer sponsored retirement plans. Where appropriate, we provide
advice about any type of held away account that is part of a client portfolio.
You are advised and are expected to understand that our past performance is not a
guarantee of future results. Certain market and economic risks exist that adversely affect
an account’s performance. This could result in capital losses in your account.
FINANCIAL PLANNING
Through the financial planning process, our team strives to engage our clients in
conversations around the family’s goals, objectives, priorities, vision, and legacy – both for
the near term as well as for future generations. With the unique goals and circumstances
of each family in mind, our team will offer financial planning ideas and strategies to address
the client’s holistic financial picture, including estate, income tax, charitable, cash flow,
wealth transfer, and family legacy objectives. Our team partners with our client’s other
advisors (CPAs, Enrolled Agents, Estate Attorneys, Insurance Brokers, etc.) to ensure a
coordinated effort of all parties toward the client’s stated goals. Such services include
various reports on specific goals and objectives or general investment and/or planning
recommendations, guidance to outside assets, and periodic updates.
Our specific services in preparing your plan may include:
• Review and clarification of your financial goals.
• Assessment of your overall financial position including cash flow, balance sheet,
investment strategy, risk management, and estate planning.
• Creation of a unique plan for each goal you have, including personal and business
real estate, education, retirement or financial independence, charitable giving,
estate planning, business succession, and other personal goals.
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• Development of a goal-oriented investment plan, with input from various advisors
to our clients around tax suggestions, asset allocation, expenses, risk, and liquidity
factors for each goal. This includes IRA and qualified plans, taxable, and trust
accounts that require special attention.
• Design of a risk management plan including risk tolerance, risk avoidance,
mitigation, and transfer, including liquidity as well as various insurance and possible
company benefits; and
• Crafting and implementation of, in conjunction with your estate and/or corporate
attorneys as tax advisor, an estate plan to provide for you and/or your heirs in the
event of an incapacity or death.
A written evaluation of each client's initial situation or Financial Plan is provided to the
client.
SUB-ADVISORY SERVICES
Our firm may determine that engaging the expertise of an independent sub-advisor is best
suited for your account. Our firm will have discretion to utilize independent third-party
investment advisor to aid in the implementation of investment strategies for your
portfolio. In certain circumstances, we may allocate a portion of a portfolio to an
independent third-party investment advisor (“Manager”) for separate account
management based upon your individual circumstances and objectives, including, but not
limited to, your account size and tax circumstances. Upon the recognition of such
situations, in coordination with you, we will hire a Manager for the management of those
assets. These advisors shall assist our Firm in managing the day‐to‐day investment
operations of the various allocations, shall determine the composition of the investments
comprising the allocation, shall determine what securities and other assets of the
allocation will be acquired, held, disposed of or loaned in conformity with the written
investment objectives, policies and restrictions and other statements of each client
comprising the allocation, or as instructed by our Firm.
Managers selected for your investments need to meet several quantitative and qualitative
criteria established by us. Among the criteria that may be considered are the Manager’s
experience, assets under management, performance record, client retention, the level of
client services provided, investment style, buy and sell disciplines, capitalization level, and
the general investment process.
You are advised and should understand that:
● A Manager’s past performance is no guarantee of future results;
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● There is a certain market and/or interest rate risk which may adversely
effect any Manager’s objectives and strategies, and could cause a loss in a
Client's account(s); and
● Client risk parameters or comparative index selections provided to our firm
are guidelines only and there is no guarantee that they will be met or not
be exceeded.
Managers may take discretionary authority to determine the securities to be purchased
and sold for the client. As stated in the Discretionary Advisory Agreement, our Firm and its
associated persons will
have discretionary authority to hire and fire the Manager. Our firm
will work with the sub-advisor to communicate any trading restrictions or standing
instructions to refrain from a particular industry requested by the Client. In all cases,
trading restrictions will depend on the sub-advisor and their ability to accommodate such
restrictions.
All performance reporting will be the responsibility of the respective Manager. Such
performance reports will be provided directly to you and our firm. Disclosures will indicate
what firm is providing the reporting.
Our Firm has entered into agreements with various independent Managers. All third-party
Managers to whom we will refer clients will be licensed as registered investment advisors
by their resident state and any applicable jurisdictions or registered investment advisors
with the Securities and Exchange Commission. A complete description of the Manager’s
services, fee schedules and account minimums will be disclosed in the Manager’s Form
ADV or similar Disclosure Brochure.
We review the performance of our Managers on at least a quarterly basis. More frequent
reviews may be triggered by changes in Manager’s management, performance or
geopolitical and macroeconomic specific events. Our Firm only enters into only a select
number of relationships with Managers. We have agreed to pay a portion of the overall
advisory fee charged to our clients to the Manager.
RETIREMENT PLAN ADVISORY SERVICES
Retirement Plan Advisory Services consists of helping employer plan sponsors to establish,
monitor and review their company's retirement plan. As the needs of the plan sponsor
dictate, areas of advising could include investment selection and monitoring, plan
structure, and participant education.
Pursuant to Section 402(c)(3) of ERISA, the client may appoint us as the Plan’s “investment
manager” with respect to the Plan’s portfolio of investment options. We acknowledge that
we are registered as an investment advisor under the State Securities Statutes. Our firm
acts as a “fiduciary” within the meaning of Section 3(21) of ERISA with respect to the Plan.
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When serving as an ERISA 3(21) investment advisor, the Plan Sponsor and our Firm share
fiduciary responsibility. The Plan Sponsor retains ultimate decision-making authority for
the investments and may accept or reject the recommendations in accordance with the
terms of a separate ERISA 3(21) Plan Sponsor Investment Management Agreement
between our Firm and the Plan Sponsor. Under the 3(21) agreement, our Firm can provide
the following services to the Plan Sponsor:
• Review or Development of an Investment Policy Statement
• Perform Due Diligence on Money Managers
• Provide Initial Investment and Management Selection ‐ Our Firm typically uses
mutual funds/managed accounts/collective trusts/cash equivalents to
structure portfolios designed to meet client objectives and risk profiles.
• Provide ongoing Performance Evaluation and Monitoring of Money Mangers
• Make Investment Recommendations when necessary
• Retirement Plan Services Analysis ‐ Our Firm will conduct an analysis of a client’s
retirement plan to evaluate the services currently provided to the client by third
parties. The areas of analysis may include asset management services, record
keeping, administration, customer service, participant education, etc. These
services may also include a cost/benefit analysis, recommendation of
alternative vendors, facilitation of the RFP process for solicitation of a new
vendor, and/or assistance in fee negotiations with proposed vendors.
• Provide Employee Education Services ‐ Our Firm will provide enrollment and
educational services the content of the program will be generic in nature.
PARTICIPANT ONE -ON-ONES
We can also be engaged to provide financial education to plan participants. The scope of
education provided to participants will not constitute “investment advice” within the
meaning of ERISA and participant education will relate to general principles for investing
and information about the investment options currently in the plan.
DISCLOSURE REGARDING ROLLOVER RECOMMENDATIONS
A client or prospect 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) rollover 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). Our Firm may recommend an investor
roll over plan assets to an IRA for which our Firm provides investment advisory services.
As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a
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recommendation that a client or prospective client leave their plan assets with their
previous employer or roll over the assets to a plan sponsored by a new employer will
generally result in no compensation to our Firm. Our Firm therefore has an economic
incentive to encourage a client to roll plan assets into an IRA that our Firm will manage,
which presents a conflict of interest. To mitigate the conflict of interest, there are various
factors that our Firm will consider before recommending a rollover, including but not
limited to: (i) the investment options available in the plan versus the investment options
available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an
IRA, (iii) the services and responsiveness of the plan’s investment professionals versus
those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required
minimum distributions and age considerations, and (vi) employer stock tax consequences,
if any. All rollover recommendations are also reviewed by our Firm’s Chief Compliance
Officer in a best effort to determine that the recommendation to a client was reasonable
or that the client has determined to make the rollover after being provided ample
information about their options. No client is under any obligation to roll over plan assets
to an IRA advised by our Firm or to engage our Firm to monitor and/or advise on the
account while maintained with the client's employer. Our Firm’s Chief Compliance Officer
remains available to address any questions that a client or prospective client has regarding
this disclosure.
We are fiduciaries under the Investment Advisers Act of 1940 and when we provide
investment advice to you regarding your retirement plan account or individual retirement
account, we are also fiduciaries within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. We have to act in your best interest and not put our
interest ahead of yours. At the same time, the way we make money creates some conflicts
with your interests.
TAX PLANNING AND PREPARATION
Through an affiliated and separate entity, FYRA does provide tax planning and preparation
for individuals and business owners. These services are provided to the client for a separate
fee. Accounting services performed by these tax professionals may be separate and
distinct from our advisory services. Refer to additional disclosure language under Item 10
of this Brochure.
WRAP FEE PROGRAM
FYRA Capital Management is the sponsor and manager of Wrap Program (the “Program”),
a wrap fee program (i.e., an arrangement where brokerage commissions and transaction
costs are absorbed by the Firm). The fee covers transaction costs or commissions resulting
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from the management of your accounts, however, most investments trade without
transaction fees today, so our payment of these and other incidental custodial related
expenses should not be considered a significant factor in determining the relative value of
our wrap program. Participants in the Program may pay a higher aggregate fee than if
brokerage services are purchased separately. Additional information about the Program is
available in FYRA’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form
ADV.
ASSETS
As of December 31, 2023, our Firm manages a total of $393,499,399 in regulatory assets
under management, all of which is under our discretionary management.