Form ADV Part 2A Brochure
dub Advisors LLC
April 1st, 2026
This brochure provides information about the qualifications and business practices of dub Advisors LLC (the “Firm”). If you have any questions about the contents of this brochure (“Brochure”), please contact our chief compliance officer at Justin@dubapp.com. This information has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority.
Additional information about dub Advisors LLC also is available on the SEC’s website at www.adviserinfo.sec.gov.
Registration with the SEC does not imply a certain level of skill or training.
dub Advisors LLC
450 Broadway, Floor 2
New York, NY 10013
Tel: 917-261-2036
This brochure amendment is made in connection with the Firm’s other than annual updating requirement for 2026 and serves as an update to the Firm’s brochure dated March 31st, 2026. This brochure contains routine updates and clarifying changes to the prior brochure as follows:
- The Firm updated Item 9 to disclose a Consent Order entered by the Securities Division of the Commonwealth of Massachusetts relating to the Firm’s advertising practices.
Item 2 Material Changes.
Item 3 Table of Contents.
Item 4 Advisory Business.
Item 5 Fees and Compensation.
Item 6 Performance-Based Fees and Side-by-Side Management
Item 7 Types of Clients.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss.
Item 9 Disciplinary Information.
Item 10 Other Financial Industry Activities and Affiliations.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.
Item 12 Brokerage Practices.
Item 13 Review of Accounts.
Item 14 Client Referrals and Other Compensation.
Item 15 Custody.
Item 16 Investment Discretion.
Item 17 Voting Client Securities.
Item 18 Financial Information.
dub Advisors LLC (“dub Advisors” or the “Firm”) is an investment adviser with its principal place of business in New York, New York. The Firm is a wholly owned subsidiary of DASTA Incorporated, a Delaware corporation. Steven Wang is the principal control person of DASTA Incorporated.
The Firm is eligible to register as an investment adviser with the SEC as an internet adviser pursuant to Rule 203A-2(e) of the Investment Advisers Act of 1940, as amended, due to its advisory business being conducted exclusively through a mobile application owned by DASTA Incorporated (collectively, the “dub App”).
Advisory Services
The Firm exclusively provides investment advisory and discretionary portfolio management services through the dub App to individual users (“dub Advisor Users”), who are natural persons. Within the dub App, Advisor Users can employ filtering and search tools to discover and invest in proprietary investment strategies managed by the Firm (“Premium Portfolios”), or portfolios created by other Advisor Users (“User Portfolios”).
User Portfolios, portfolios created by individual dub Users, are not managed, monitored, or supervised by dub Advisors. These portfolios are a feature offered through the dub App, where dub Users may construct and share their own investment strategies with others. dub Advisors has no involvement in the management, oversight, or execution of these portfolios.
In instances where a dub User chooses to engage with a User Portfolio, they are doing so on a self-directed basis. Any transactions related to User Portfolios are executed through dub Financial, LLC, which serves as the introducing broker-dealer. dub Advisors does not act as an adviser, nor does it assume any responsibility for, or obligation to supervise, the trading activity of dub Users in connection with these portfolios.
Users engaging with User Portfolios acknowledge that:
- dub Advisors does not manage or provide investment advice related to User Portfolios.
- Trades executed in connection with User Portfolios are entirely self-directed and facilitated through dub Financial, LLC.
- dub Advisors assumes no fiduciary responsibility, supervisory obligations, or discretionary authority over User Portfolios.
- Users should conduct their own due diligence and understand the risks associated with copying or following User Portfolios.
It’s also important to emphasize that when a dub Advisor User allocates assets to copy the trading activity of either a Premium Portfolio or User's Portfolio, DASTA Incorporated employs its proprietary technology. This technology enables a self-directed trade through the Firm’s introducing broker dealer, dub Financial, LLC (“Introducing Firm”), effectively replicating (or “Copy” / “Copying”) the dub Advisor User's chosen portfolio in their own account. dub Advisor Users maintain complete control and discretion when it comes to deciding whether to replicate one or more portfolios within the dub App.
The Firm does not provide financial planning services or give tax or legal advice. dub Advisor Users are urged to consult with his or her own advisors with respect to the legal, tax, regulatory, financial, and accounting consequences of an investment in any Premium Portfolio.
Creator Program Overview
dub Advisors offers access to curated model portfolios through its Creator Program. This program features individual Creators selected based on a combination of strategy merit, thematic relevance, and performance. Each Creator is considered a “Premium Creator,” and their model strategies (referred to as “Premium Portfolios”), are made available to dub Users through the dub App under a Premium Subscription.
The Premium Subscription grants Users access to the Creator’s model portfolio.
The Creator Program expands dub Advisors’ investment offerings by leveraging unique viewpoints from individuals with compelling investment theses or audience engagement. While Creators provide investment signals, dub Advisors retains full discretionary authority over all model portfolio implementation, trade execution, and risk management. The Firm conducts diligence on each Creator and their model prior to publication and supervises Premium Portfolios on an ongoing basis to ensure adherence to strategy objectives and internal standards.
Creators are not investment advisers to dub Users and do not provide personalized or individualized investment advice. All investment decisions, including portfolio construction, rebalancing, and execution, are made solely by dub Advisors. Creators do not have access to User accounts and cannot act independently on behalf of Users.
Users acknowledge that Premium Subscriptions provide access to a Creator’s model portfolio but do not represent an advisory relationship with the Creator. dub Advisors may modify or discontinue a Premium Portfolio at its discretion based on performance, risk, or platform considerations.
Sponsored Portfolios
In addition to Creator Portfolios, dub Advisors offers access to sponsored portfolios through its Premium Subscription framework. Sponsored portfolios are model strategies associated with a Premium Creator who has endorsed or helped shape the thematic focus of the portfolio but does not participate in its investment management. Like other Premium Creators, Sponsors contribute to the broader user experience by offering content, thematic context, or subject matter relevance within the dub App.
All Sponsored Portfolios are fully constructed, managed, and executed by dub Advisors. Sponsors may provide input into the portfolio’s inspiration, including sector preferences, social themes, or investment narratives, but they do not select securities, perform trading, or maintain any discretionary authority over dub User accounts. The Premium Subscription tied to a Sponsored Portfolio provides dub Users with access to the Sponsor’s published strategy and accompanying materials, such as commentary, branding, or insights designed to enhance the thematic experience.
dub Advisors retains sole discretion over the implementation, supervision, and potential modification of Sponsored Portfolios. Sponsors do not provide investment advice and are not investment advisers to dub Users.
AI Portfolios
The Firm constructs and maintains separate AI-driven portfolios using proprietary models that integrate macro trends, market developments, and company-specific data. Each portfolio is generated through a systematic approach that incorporates financial, qualitative, and sentiment-based inputs to assess investment opportunities.
The AI models analyze relevant market news, economic indicators, and corporate financial data to generate stock ratings based on perceived investment potential. These ratings are then reviewed and validated by the Firm’s investment team, ensuring alignment with sound investment principles and risk management considerations.
While AI models contribute to portfolio construction, dub Advisors retains full discretion over all portfolio management decisions, rebalancing, and execution of trades. AI-generated insights serve as an input, but final investment decisions are reviewed and approved by the Firm’s investment professionals to ensure consistency, compliance, and suitability.
User Profiles and Risk Scoring
The dub App also gathers and evaluates information provided by each dub Advisor User, encompassing details such as age, income, investment objectives, investment horizon, risk tolerance, and other pertinent information utilized by the Firm to construct a comprehensive user profile, referred to as the "User Profile." This User Profile may incorporate a risk tolerance score, which is exclusively determined based on responses provided by dub Advisor Users during the creation of their profile.
It's important to note that dub Advisor Users are initially restricted from investing in Premium Portfolios that Advisor deems to have a higher risk rating than the dub Advisor User's risk tolerance score, creating what we term a "risk mismatch." Whenever a risk mismatch occurs, dub Advisor Users are promptly notified, preventing them from Copying the corresponding Premium Portfolio, unless such dub Advisor User acknowledges such risk mismatch and affirmatively agrees to continue with making an investment toward that Premium Portfolio.
In addition, dub Advisor Users hold the flexibility to update their User Profile at their discretion at any time, including adding restrictions at the Account level such as issuer level restriction regardless of what Premium Portfolio they choose to invest in. Such updates may or may not result in a modification to the dub Advisor User's risk tolerance score. In all instances, Advisor Users bear sole responsibility for notifying the Firm of any alterations to their financial situation, investment objectives, risk tolerance, or investment constraints.
General Considerations
The dub App is a mobile and online investment and trading platform, designed to be a marketplace of investment ideas and provide access to dub Advisor Users to a wide variety of investment strategies. The Firm provides its advisory services exclusively through its online platform. The Firm offers technical support assistance by telephone as needed.
dub Advisor Users should be familiar with investing online and comfortable communicating with the Firm through electronic means. When dub Advisor Users agree to the terms of the dub App, they agree to receive all communications and documents electronically (via email or directly through the dub App). The dub App is not suitable for dub Advisor Users if they have limited access to internet or don’t have the physical technology required to run the dub App.
It's important for dub Advisor Users to keep in mind that the dub App and any Premium Portfolios a dub Advisor User may invest in is only one component of their investment strategy. The dub App is not designed to provide financial planning services and is limited by the information a dub Advisor User provides during onboarding. Investing is inherently risky and may result in a total loss of your investment.
dub Users must rely on their own examination of the Premium Portfolio, including the merits and risks involved, before Copying any Premium Portfolio. The Firm does not endorse or recommend any Premium Portfolio for investment by a dub User. There is no guarantee that the objective of any or all Premium Portfolios will be achieved.
Copy Mechanics
When a dub Advisor User Copies a Premium Portfolio, the Firm sends corresponding automated trades reflecting the Premium Portfolio holdings directly to the Introducing Firm, who clears through third-party broker-dealer, Apex Clearing Corporation (“Third Party Broker”). If a Premium Portfolio that a dub Advisor User Copies changes, the Firm sends corresponding automated trade instructions to the Introducing Firm reflecting the Premium Portfolio changes. The Firm does not always reflect the trading activity in a Premium Portfolio. For instance, a dub Advisor User’s may impose reasonable restrictions on investing in certain securities or types of securities. In those instances, the Firm will allocate the remaining weight pro-rata across all holdings in the Premium Portfolio.
When multiple dub Advisor Users Copy a Premium Portfolio, the Firm may, but is not required to, aggregate orders for the purchase and sale of securities to reflect the Premium Portfolio. In such instances, each dub Advisor User will receive their pro-rata allocation with the average price per unit.
Each dub Advisor User opens a brokerage account (“Brokerage Account”) with the Introducing Firm who utilizes the Third-Party Broker for execution, custodial and clearing services.
Premium Portfolio Availability
There are multiple instances where the Firm may cease the availability of a particular Premium Portfolio. For instance, the Firm seeks to make available only those Premium Portfolios that meet the diligence and performance requirements of the Firm. To the extent these requirements are not met, as determined by the Firm, the Firm may in its sole discretion decide to remove the Premium Portfolio from the dub App. Where this is the case, the Firm will seek to provide dub Advisor Users with as much notice as reasonably practical prior to removing the Premium Portfolio from the dub App. Other reasons for removal of a Premium Portfolio from the dub App include death or incapacity or retirement of a supervised person or the inability to effectively manage the strategy of a specific Premium Portfolio. The Firm cannot guarantee the availability of any Premium Portfolio on the dub App.
The availability of a Premium Portfolio should not be considered by a dub Advisor User to be an endorsement or recommendation of its Premium Portfolio. Investing in securities involves inherent risks, and you should be prepared for the potential of losing money when you invest in securities.
dub Advisor Users must rely on their own examination of the Premium Portfolio, including the merits and risks involved, before Copying any Premium Portfolio. The Firm does not endorse or recommend any Premium Portfolio for investment by a dub Advisor User. There is no guarantee that the objective of any or all Premium Portfolios will be achieved.
As of December 31, 2025 the Firm has $81,786,390 of assets under management.
dub Advisors users pay fees to the Firm based on the Premium Portfolio(s) to which they subscribe on the platform. The Firm offers Premium Portfolios that are either created and managed internally by dub Advisors or made available through the Firm’s Creator Program. All Premium Portfolios are offered pursuant to a subscription-based pricing model.
For Premium Portfolios created and managed internally by dub Advisors, dub Advisors users pay a flat subscription fee for access to the applicable internally managed model strategy made available through the platform. Subscription fees generally range from $25 to $500 per subscription period and may be billed quarterly or annually in advance, depending on the dub Advisors user’s selected billing option. The specific subscription fee applicable to a given strategy is disclosed to dub Advisors users at the time the strategy is made available and prior to a dub Advisors user subscribing to that strategy.
In addition to internally managed Premium Portfolios, the Firm offers Premium Portfolios through its Creator Program. These portfolios are model strategies associated with third-party creators whose strategies have been selected by the Firm for implementation and management on the platform. For Premium Portfolios offered through the Creator Program, dub Advisors users pay a flat subscription fee for access to a specific creator’s model strategy. Subscription fees generally range from $25 to $500 per subscription period and may be billed quarterly or annually in advance, depending on the dub Advisors user’s selected billing option. Each premium creator requires a separate subscription, and dub Advisors users may subscribe to one or more premium creators at the same time.
Subscription fees for Premium Portfolios are charged solely for access to the applicable model strategy and are not based on the amount of assets invested or allocated by the dub Advisors user. While the Firm manages the implementation and trading of all Premium Portfolios, the Firm does not charge an asset-based advisory fee on assets allocated to any Premium Portfolio.
dub Users should be aware that, in addition to any subscription fee charged by the Firm, they may be subject to additional third-party or affiliate-related costs. These costs are separate from and not included in the advisory subscription fee and may include, but are not limited to: (i) brokerage and clearing fees charged by the Introducing Broker and Third-Party Broker, (ii) exchange-traded fund (ETF) fees and expenses as outlined in each fund’s prospectus, (iii) regulatory, exchange, or transactional fees, and (iv) technology fees or other product-related charges imposed by affiliated entities in connection with access to certain features or platform functionality. Any such fees are disclosed separately, as applicable.
From time to time, the Firm may offer promotional pricing, discounts, fee waivers, or may modify its pricing structures. Any material changes to subscription fees will be communicated to dub Advisors users in advance and reflected in updated disclosures. If a Premium Portfolio becomes unavailable during an active subscription period, the Firm may, in its discretion, offer a prorated refund for the unused portion of the subscription period, subject to the terms disclosed at the time of subscription.
The Firm believes that its fees are competitive within the industry, but users should evaluate whether similar services are available at lower costs elsewhere. dub Users are encouraged to review all applicable fees before investing.
All fees, if applicable, will be clearly disclosed in advance of a user selecting a portfolio. dub Users can access detailed fee breakdowns through the dub App under their account settings. If users have questions about applicable fees, they may contact support@dubadvisors.com for further clarification.
Item 6 Performance-Based Fees and Side-by-Side Management
This Item is not applicable as the Firm does not charge performance-based fees.
The Firm’s clients consist of individuals, including High Net worth individuals. The Firm does not require a minimum account size for opening or maintaining a dub Advisor User account, however DASTA Incorporated does impose a $200 minimum initial deposit and may impose higher portfolio specific minimums. Individuals may become dub Advisor clients by applying to open an account through the dub App. All required documents and disclosure are executed and presented in the dub App.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies.
Prior to a Premium Portfolio being made available on the dub App, the Firm conducts a thorough evaluation process and analysis to ensure alignment with investment objectives, risk management standards, and platform suitability. This evaluation applies to both internally managed portfolios and model portfolios offered through the Creator Program.
General Evaluation Criteria
the Firm evaluates Premium Portfolios through both qualitative and quantitative assessments, including:
- Strategy Evaluation: A review of portfolio structure, asset allocation, exposure constraints, and risk-return profile.
- Quantitative Metrics: Performance history (vs. relevant benchmarks), risk-adjusted returns, volatility, drawdown analysis, and other key indicators.
- Portfolio Oversight: Ongoing monitoring to ensure adherence to the portfolio’s stated objectives and alignment with investor expectations.
Evaluation of Creator Program Model Portfolios
For Creator Program Model Portfolios, additional diligence is conducted to assess the creator’s strategy, methodology, and risk parameters. the Firm evaluates a minimum of six months' worth of trading history, where possible, with a preference for structured trade signals that allow for backtesting. For models that rely on discretionary updates by the portfolio creator, a longer evaluation period is typically required to assess consistency and effectiveness.
Specific evaluation criteria for Creator Program Model Portfolios include:
- Track Record Analysis: Minimum of six months of historical trading data, with longer evaluation periods for discretionary strategies.
- Risk and Volatility Assessment: Examination of drawdowns, position concentration, trading frequency, and overall risk exposure.
- Due Diligence Questionnaire: Creators must complete a comprehensive review process to assess their investment approach, experience, and risk management practices.
- Investment Committee Review: Portfolios admitted into the Creator Program undergo final approval by the Firm’s investment committee before being offered on the dub App.
Ongoing Supervision and Review
Once a portfolio is approved and available for copying, the Firm conducts periodic reviews to ensure continued adherence to investment guidelines. This includes:
- Regular performance monitoring to ensure portfolios maintain expected risk-return characteristics.
- Ongoing due diligence on Creator Program Model Portfolios, with a structured review process to validate continued alignment with the Firm’s standards.
- Compliance and risk management oversight to address deviations from approved strategies or excessive volatility.
Methods of Analysis specific to AI-generated Portfolios
Our AI-generated Portfolios operate based on a rigorous multi-step process to ensure quality and relevance. Below is an overview of the methodology:
Data Collection:
- News and Events: the Firm collect significant events relevant to stock analysis using public sources, such as Wikipedia’s current events summaries, and use the LLM to filter events with a perceived impact for US stock investors.
- Macro Expectations: Expectations for GDP growth, inflation, and interest rates are derived using web tools such as LangChain and web search.
- Company Data: the Firm sources financial data from Nasdaq, including revenue, net income, free cash flow, EBITDA, and other key metrics. EDGAR filings, such as 10-Ks and 10-Qs, are also used to understand company operations, risks, opportunities, and competitive positioning.
- Filtering: Companies without a sufficient reporting history, market cap under $10 billion, or not included on the Third-Party Broker’s tradable list are excluded from consideration.
AI Analysis: Each LLM uses the compiled data to analyze stocks and assign ratings from 0 to 100, accompanied by an explanation. The AI's analysis identifies potential opportunities, risks, and competitive positioning for each stock, generating a holistic evaluation.
Portfolio Construction: After the Firm reviews the AI-generated ratings, the investment management team conducts oversight to verify the logic and eliminate any inconsistencies or hallucinations from the AI analysis. Once validated, the AI assembles the final portfolio from the top-rated stocks.
Human Oversight and Rebalancing: The Portfolios are actively managed with human oversight to ensure alignment with the intended strategy. If any critical factor or data gap is identified, adjustments are made to maintain portfolio integrity. Rebalancing decisions are initiated based on AI insights but reviewed before execution to confirm accuracy and alignment with investment objectives.
Material Risks
The following summary identifies certain material risks that apply with respect to Advisor’s advisory services, the use of the dub App and certain common risks associated with mirroring one or more Premium Portfolio. The below should be carefully evaluated before investing through the dub App; however, the following does not intend to identify all possible risks of an investment through the dub App or of Copying a Premium Portfolio or provide a full description of the identified risks.
While Advisor will conduct initial and ongoing due diligence reviews on Premium Portfolios, Advisor Users are encouraged to research and understand the investment strategies and related risks of Premium Portfolios, prior to Copying them.
Certain Limitations on Advisor’s Advisory Services. The dub App will provide Advisor Users with information and tools to allow users to research opportunities and better understand an investment’s risks, time horizon, and expected returns, among other things. Advisor does not purport to provide Advisor Users with comprehensive investment advice, and Advisor’s services to Advisor Users are subject to a number of limitations. The User Profile and resulting risk score is developed solely on information provided by Advisor Users. Accordingly, the dub App’s ability to provide suitability analysis will depend upon Advisor Users providing accurate and complete information, and to update such information on an ongoing basis to the extent it becomes inaccurate. Inaccuracies or omissions in the algorithm will have a materially adverse effect on the dub App’s ability to analyze whether a Advisor User’s risk tolerance is in line with any given Premium Portfolio.
Activities of Premium Portfolios. Advisor will seek to make available only Premium Portfolio with the highest level of integrity. While the dub App may place limits on the types of strategies and investments offered by certain Premium Portfolios, Advisor is unable to predict market behavior and other factors outside of its control.
Creator Generated Premium Portfolios. Although creators are not required to register as investment advisors, the Firm manages all final investment decisions. This structure mitigates the risk that creators provide unauthorized personalized advice. dub Users should understand that creator compensation is tied a structured licensing model that at times may incentivize the creator to promote the strategy. the Firm monitors communications to prevent the creator from touting or otherwise engaging in activities contrary to the Advisor’s Act.
AI generated Portfolio Limitations: AI models are not predictive tools and cannot guarantee accuracy in anticipating market conditions or company performance. Portfolio decisions rely on data sourced from external providers. Disruptions or inaccuracies in data sources could affect the model’s recommendations. While AI provides initial recommendations, portfolio composition depends on human review, which introduces an element of discretion that could affect performance. The Portfolios may undergo frequent rebalancing based on evolving market data and AI recommendations, potentially resulting in increased transaction costs. Although efforts are made to ensure unbiased analysis, the AI models may inadvertently reflect biases based on their training data or inputs.
Nature of Investments. Portfolio managers of Premium Portfolio strategies have discretion in making investments on behalf of their respective Premium Portfolio(s), and investments could include a wide spectrum of publicly available financial instruments. Many of these instruments and other assets will be subject to significant business, financial market or legal uncertainties. Prices of the financial instruments acquired for a Premium Portfolio may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the portfolio and the value of investments. No guarantee or representation is made that the investment objective of any or all Premium Portfolios will be achieved. Although certain Premium Portfolio strategies may attempt to mitigate market risk, there will be a significant degree of market risk relating to these investments.
Multiple Premium Portfolio. To the extent that a Advisor User were to allocate capital among multiple Premium Portfolios, each of which makes their trading decisions independently, it is theoretically possible that one or more of such Premium Portfolio may, at any time, take positions that may be opposite of positions taken by other Premium Portfolios. It is also possible that the Premium Portfolio may on occasion be competing with other Premium Portfolios for similar positions at the same time.
Equity Securities. Premium Portfolios primarily invest in equity securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short term as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.
Lack of Diversification. Premium Portfolios will at times not be diversified among a wide range of types of securities, countries or industry sectors. Accordingly, client portfolios are subject to more rapid change in value than would be the case if the relevant Advisor User accounts maintained a wider diversification among types of securities and other instruments, geographic areas or sectors.
Illiquid Instruments. A Premium Portfolio may invest in relatively illiquid equity assets for as part of its strategy. Certain instruments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and Advisor’s ability to sell particular securities when necessary to meet liquidity needs or in response to a specific economic event, such as the deterioration of creditworthiness of an issuer. Reduced liquidity in the secondary market for certain securities may also make it more difficult for a Advisor User to obtain market quotations based on actual trades for the purpose of valuing a fund’s portfolio.
Non-U.S. Securities. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. One or more of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.
REITs. REITs in which a Premium Portfolio may invest are affected by underlying real estate values, which may have an exaggerated effect to the extent that REITs in which a Premium Portfolio invests concentrate investments in particular geographic regions or property types. Investments in REITs are also subject to the risk of interest rate volatility. Further, rising interest rates will cause investors in REITs to demand a higher annual yield from future distributions, which will in turn decrease market prices for equity securities issued by REITs. REITs are subject to risks inherent in operating and financing a limited number of projects because they are dependent upon specialized management skills, and have limited diversification. REITS depend generally on their ability to generate cash flow to make distributions to investors.
Arbitrage Transaction Risks. If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur. Moreover, arbitrage strategies often depend upon identifying favorable “spreads”, which can also be identified, reduced or eliminated by other market participants.
Hedging. There can be no assurances that a particular hedge is appropriate, or that certain risk is measured properly. Further, while a Advisor User account may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the investment portfolio(s) than if the Advisor User did not engage in any such hedging transactions.
Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets, or financial resources.
Relative Value Risk. In the event that the perceived mispricing underlying an investor’s relative value trading positions were to fail to converge toward, or were to diverge further from, relationships expected by the investor, Advisor User accounts may incur a loss.
Quantitative Strategies Risk. Certain Premium Portfolios’ investment programs may make considerable use of computer programs and involves highly complex mathematical calculations, such that the purchases or sales of investments for the model portfolio will be in accordance with computer-generated trades. Even if a Premium Portfolio strategy seeks to carry out such computer-generated calculations correctly, there can be no assurance that it will successfully be able to do so, nor does the use of a computer in collating information and operating a trading method assure the success of any such method. Errors, including but not limited to, inaccuracies in or corruption of data underlying trading algorithms, may occur with such complex calculations and computer programs which may be difficult to detect, and could have a material adverse effect on client profits. The magnitude of the effect of such errors may be exacerbated when the program results in a significant number of trades being executed over a short period of time. Furthermore, highly successful strategies and programs may become outdated over time, even before Advisor is able to recognize the shift and prevent substantial loss.
There may be times when human beings must alter, correct or update the data, models, or calculations used. The complexity of the programs used may make it more difficult for Advisor to detect any source of failure or error in such programs before material losses occur.
Cyber Security Breaches, Identity Theft and Fraud. Advisor’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunications failures, security breaches, power outages and catastrophic events such as fire, tornadoes, flood, hurricanes and earthquakes. The failure of these systems could cause significant interruptions in Advisor’s operations and result in a failure to maintain the security or privacy of certain client information. In addition, Advisor is subject to the risk of fraud. While Advisor may deploy systems and procedures to detect such fraud, it may not be effective in preventing the risk of fraud in all circumstances.
Item 9 Disciplinary Information
In 2026, the Enforcement Section of the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts (the “Division”) entered a Consent Order against the Firm in connection with Docket No. E-2025-0072. The Division’s investigation concerned whether the Firm’s advertising practices during the period of approximately December 13, 2024 through March 8, 2025 complied with the Massachusetts Uniform Securities Act, M.G.L. c. 110A (the “Act”).
The Division established that the Firm engaged in acts and practices in violation of Section 204 of the Act by failing to reasonably supervise its agents, investment adviser representatives, or other employees in ensuring that its advertising contained proximate and prominent disclosures. The matter involved a social media advertisement for a Premium Portfolio that did not include sufficiently proximate and prominent disclosures regarding the performance data presented. Without admitting or denying the violations, the Firm consented to the entry of the Consent Order, which included the payment of an administrative fine.
The Firm has since enhanced its advertising review policies and procedures, including implementing controls designed to ensure that all marketing materials contain appropriate disclosures in compliance with applicable regulations.
Item 10 Other Financial Industry Activities and Affiliations
dub Financial LLC
An affiliate of dub Advisors, dub Financial LLC, is a registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”). dub Financial serves as the introducing broker for dub Users, and dub Advisors directs brokerage transactions to dub Financial, which in turn introduces them on a fully disclosed basis to its clearing firm, Apex Clearing Corporation (“Apex”). As a result of this arrangement, Apex is the sole available custodian for client assets on the dub platform.
It's important for dub Users to understand that dub Financial, LLC does take a share of credit interest on customer cash balances held at APEX as disclosed and agreed to in the APEX FDIC-Insured Sweep Program Agreement. Clients may opt out of this Program and are encouraged to reach out to support@dubapp.com should they wish to terminate their participation in the Program.
Additionally, dub Financial also receives transaction compensation in the form of payment for order flow when dub Advisor Users execute securities transactions in accordance with an investment into a Premium Portfolio. This compensation creates a conflict of interest, as it incentivizes the use of the affiliated broker-dealer for execution services. However, dub Advisors receives no direct economic benefit from directing brokerage to dub Financial. Execution quality is periodically reviewed to ensure best execution on behalf of dub Users.
Finally, the Firm has entered into an intracompany AML Reliance Agreement with dub Financial. Under this agreement, dub Advisors relies on dub Financial for specific compliance obligations under the Bank Secrecy Act and applicable FinCEN regulations. These include reliance for Customer Identification Program (CIP) procedures, Suspicious Activity Report (SAR) filings related to brokerage transactions, and maintenance of records required under the Travel Rule. While dub Advisors relies on dub Financial for these purposes, it remains independently responsible for monitoring and ensuring compliance with its own regulatory obligations.
Apex Clearing Corporation (“APEX”)
APEX provides execution and clearing services to the Firm through its relationship with dub Financial, LLC. All trades made by the Firm are routed to dub Financial that introduces orders to APEX on a fully disclosed basis for execution. APEX, as the executing firm, determines trade execution quality, which is periodically reviewed by the Firm.
Additionally, certain Principals of APEX maintain an ownership stake in DASTA Incorporated., the parent company of dub Financial, LLC. This relationship may create an incentive for dub Financial, LLC, the affiliate of the Firm, to select APEX for brokerage services in respect of the execution and clearing services APEX provides. The APEX relationship is managed by several the Firm executives to ensure that the Firm is not impacted by any conflicts that may exist, including that dub Financial meets its obligation of best execution.
dub Advisor Investors
A limited number of Users have invested in the DASTA Incorporated, the parent company of the Firm, and may also maintain User portfolios within the dub App. DASTA Incorporated may provide the option to have these portfolios available to be copied, alongside Premium Portfolios.
In general, these relationships may create an incentive to highlight specific User portfolios or offer preferential terms to these dub Users. To address and mitigate this potential conflict of interest, the Firm manages this relationship through several executives to prevent any preferential treatment, including placement and discovery preferences in the app. It’s important to note that the Firm does not recommend any User portfolio within the dub App.
Premium Creators and the Premium Subscription Program
dub Advisors operates a Premium Subscription model through which individual Creators and Sponsors (collectively referred to as “Premium Creators”) make available model portfolios on the dub App. Premium Creators are third parties who operate under a data licensing or branding agreement with dub Advisors and are not employees or supervised persons of the Firm. The Premium Subscription grants dub Users access to a Premium Creator’s model strategy, commentary, and in-app thematic experience, as described in Items 4 and 5 of this Brochure.
All Premium Portfolios associated with Premium Creators are reviewed and approved by dub Advisors prior to publication. The Firm retains full discretionary authority over trading, portfolio implementation, rebalancing, and investment management decisions for all Premium Portfolios. Premium Creators have no access to client accounts and do not provide personalized investment advice. Their role is limited to the publication and licensing of investment strategy signals.
While Premium Creators may receive compensation through arrangements with DASTA Incorporated or dub Advisors based on their published content, they do not receive advisory fees and are not considered investment advisers to dub Users.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Advisor has adopted a Code of Ethics (the “Code”) that obligates Advisor and its access persons to put the interests of Advisor’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. In addition to compliance with Advisor’s policies and procedures, all of Advisor’s personnel are required to comply with applicable federal securities laws. Users or prospective Users may obtain a copy of the Code by contacting Justin Ramirez (Advisor’s Chief Compliance Officer) at Justin@dubapp.com. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by Advisor’s access persons.
Advisor, or its related persons, in the course of their investment management and other activities (e.g., implementing, troubleshooting and monitoring the dub App and model portfolios), may come into possession of confidential or material nonpublic information about expected trading patterns of the Premium Portfolio Creators and about issuers, including issuers in which Advisor or its related persons have recommended to Advisor Users or invested. Advisor maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that Advisor is meeting its obligations to its clients and remains in compliance with applicable law. Advisor may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but Advisor will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, Advisor will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that Advisor possesses such information), or not using such information for the client’s benefit, as a result of following Advisor’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law.
Advisor requires its access persons to preclear only certain limited offerings and initial public offerings in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one or more of the Advisor Users. All of Advisor’s access persons are required to disclose their securities transactions on a quarterly basis. In addition, the Advisor’s access persons are required to disclose the holdings in their personal accounts upon commencement of employment with the Advisor and on an annual basis thereafter. Advisor’s access persons are required to provide broker confirmations of each transaction in which they engage and annual certification of such transactions. Advisor’s access persons are also required to provide quarterly brokerage statements. Trading in the personal accounts of the Advisor’s access persons is reviewed by the Chief Compliance Officer and compared with transactions for client accounts and reviewed against the restricted securities list.
All dub Advisor Users open brokerage accounts through the Introducing Firm, with clearing and executing services provided by Apex Clearing Corporation. Not all investment advisers require their clients to direct brokerage. By directing brokerage to the Introducing Firm, the Firm may be unable to achieve most favorable execution of client transactions. This practice may cost clients more money. Such costs may include higher brokerage commissions (because the Firm may not be able to aggregate orders to reduce transaction costs) and less favorable execution of transactions.
The Introducing Firm receives transaction-based compensation in the form of payment for order flow in connection with the execution of client securities transactions. Because client orders generated by the Firm are routed to the Introducing Firm, this arrangement creates a conflict of interest. The Introducing Firm has a financial incentive to route orders in a manner that generates payment for order flow, which may create an incentive to favor certain execution venues. Although the Firm does not directly receive payment for order flow, the Introducing Firm is an affiliate, and therefore the compensation received by the affiliate presents a conflict of interest.
The Firm will not receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (referred to as soft dollar benefits).
In directing brokerage to the Introducing Firm, the Firm and its related persons will not receive client referrals from the Introducing Firm.
The dub App will review dub Advisor User allocations that Copy Premium Portfolios on an ongoing basis and notify dub Advisor Users when such allocations are inconsistent with dub Advisor User’s User Profile. Premium Portfolio risk scores are calculated initially and periodically thereafter, and the Firm reviews dub Advisor User’s User Profiles at least annually. Each dub Advisor User will receive account reports from the custodian of the account.
The Firm will prompt clients to review their answers to the User Profile questionnaire and restrictions on a quarterly basis. Annually, Advisor will contact clients to determine whether there have been any changes in their financial situation or investment objectives which may result in changes to their prior responses to the User Profile questionnaire.
The Firm’s client service representatives are available to discuss and explain investment decisions made for Premium Portfolios and may be contacted by email at support@dubadvosors.com or telephone (917) 261-2036.
Item 14 Client Referrals and Other Compensation
The Firm’s affiliate Introducing Broker, may offer financial incentives to dub Users who refer family and friends to open and fund a brokerage account. These incentives are provided through a referral program and are subject to specific terms and conditions.
The Firm does not receive an economic benefit from dub Users who refer friends or family members pursuant to this program.
This Item is not applicable as the Firm will not have custody of dub Advisor User’s funds or securities.
The Firm offers model portfolio management services on a limited discretionary basis, in which case the Introducing Broker places trades in a dub User’s account Copying a Premium Portfolio without contacting the client prior to each trade to obtain the client’s permission.
Through the execution of a Client Advisory Agreement, the Firm’s discretionary authority is solely limited to providing trading signals in accordance with a Premium Portfolio for which a dub User has sole discretion to Copy or not at any time on a self-directed basis.
Item 17 Voting Client Securities
The Firm does not have the authority to vote securities on behalf of dub Advisor Users. dub Advisor Users will receive their proxies or other solicitations directly from their custodian. Accordingly, dub Advisor Users are not able to contact the Firm with questions about a particular solicitation.
This Item is not applicable.