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Astra Wealth Partners LLC
101 Hudson Street, Suite 2100
Jersey City, NJ 07302
(800) 805-8740
www.astrawp.com
Form ADV Part 2A Disclosure Brochure
Item 1 – Cover Page
This Brochure provides information about the qualifications and business practices of Astra
Wealth Partners LLC (AWP). If you have any questions about the contents of this brochure,
please contact us at (800) 805-8740 or by email at compliance@astrawp.com. The
information in this brochure has not been approved or verified by the United States
Securities and Exchange Commission or by any state securities authority.
AWP is a registered investment adviser. AWP may refer to itself as a “Registered Investment
Adviser” throughout this brochure and in other communications. Registration does not imply
any level of skill or training.
information about AWP
is also available on
the SEC’s website at
Additional
www.adviserinfo.sec.gov, by conducting a Firm search using our CRD No. 321136.
August 27, 2025
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Item 2 – Material Changes
We are required to provide you with a copy of this Brochure when we enter into an advisory
agreement with you. In addition, we are required to update this Brochure when material
changes occur. On an annual basis, within 120 days of our December 31 fiscal year end, we
will provide you with a summary of the material changes made to the Brochure since the last
annual update, with instructions on how to obtain a copy of updated Brochure. In the
alternative, we may choose to provide you with a complete copy of our updated Brochure.
Since our last annual amendment dated March 20, 2025, we have not made any material
changes.
We may make minor editorial changes for clarification or to correct grammatical,
typographical, or formatting errors. We do not consider these edits to be material changes.
As of December 31, 2024, AWP had $199,156,637 in discretionary assets under management
and $4,950,234 in non-discretionary assets under management.
You may request a current copy of our Brochure at any time without charge by contacting
us at (800) 805-8740 or by email at compliance@astrawp.com. You may also obtain a copy
of our Brochure, as well as additional information regarding our firm, on the SEC’s website
at www.adviserinfo.sec.gov, by conducting a Firm search using our CRD No. 321136.
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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 and Compensation ................................................................................................. 8
Item 6 – Performance-Based Fees and Side-By-Side Management ........................................ 11
Item 7 – Types of Clients ............................................................................................................. 12
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .................................. 12
Item 9 – Disciplinary Information ............................................................................................... 19
Item 10 – Other Financial Industry Activities and Affiliations .................................................. 19
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading.......................................................................................................................................... 20
Item 12 – Brokerage Practices Recommendation of Custodians ............................................ 22
Item 13 – Account Review ........................................................................................................... 25
Item 14 - Client Referrals and Other Compensation ................................................................ 26
Item 15 – Custody ........................................................................................................................ 26
Item 16 – Investment Discretion ................................................................................................ 27
Item 17 – Voting Client Securities ............................................................................................... 27
Item 18 – Financial Information .................................................................................................. 28
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Item 4 – Advisory Business
Firm Information
Astra Wealth Partners LLC (AWP) is a registered investment adviser registered with the
United States Securities and Exchange Commission (SEC) effective May 2022. AWP was
founded in March 2022. The firm’s principal owners are Kevin Peacock and Michael Schupak.
As a registered investment adviser, AWP is a fiduciary, and as such we are obligated by law
to place our clients’ interests before our own. We embrace this responsibility. We are
committed to eliminating or mitigating conflicts of
interest that could affect our
independence, objectivity, or loyalty to our clients.
Wealth Management Services
Wealth Management Services is our firm’s core offering. This is a comprehensive offering
that includes both Portfolio Management Services and Financial Planning Services as
described below.
Portfolio Management Services
Portfolio Management Services are offered as part of our comprehensive Wealth
Management Services, or may be offered as a separate service.
AWP manages individually tailored investment portfolios. We provide continuous investment
advice upon our clients’ investment portfolio based on the individual needs of the client.
Through personal discussions and review of our clients’ personal financial circumstances we
determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs.
We may also review and discuss prior investment history as well as family composition and
background. With this information we assist our clients in establishing their financial goals
and investment objectives. AWP then develops a personal investment profile or an
investment plan for the client that includes stated investment objectives and an asset
allocation target. AWP will create and manage the client’s investment portfolio based on that
plan and allocation target. Tax consequences are also considered. We typically will
recommend mutual funds, exchange-traded funds (ETFs), stocks and bonds for our clients’
investment portfolios, but may also recommend annuities, hedge funds, private placements,
or other investment vehicles when appropriate based on a client’s circumstances. See Item
8 for additional information on our portfolio management practices.
Clients may request reasonable restrictions on investing in certain securities, types of
securities, or industry sectors. We will make a reasonable attempt to honor any reasonable
restrictions client’s request, but in the case of pooled investment vehicles such as mutual
funds or ETFs where underlying holdings change frequently, we cannot guarantee
restrictions will always be enforced. In addition, such restrictions may cause us to deviate
from the investment decisions we would otherwise make in managing a client’s account. In
some cases, we may not be able to accommodate restrictions if they do not allow us to
manage a client’s portfolio in a prudent manner.
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Management of Private Fund
AWP is the Investment Manager of the Astra Enhanced US Equity Fund LP (the “Partnership”),
a limited partnership formed in the State of Delaware. Astra Enhanced US Equity Fund GP
LLC (“General Partner”) is the general partner of the Partnership and an affiliate of AWP. The
Partnership is a private offering intended solely for investors that meet the definition of
“accredited investor” under Regulation D of the Securities Act of 1933, as amended, and
“qualified client” as defined under Rule 205-3 of the Investment Advisers Act of 1940, as
amended. The Partnership is exempt from registration with the United States Securities and
Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended. The
Partnership’s investment objective is to outperform the S&P 500 Index over the long term.
The Partnership generally trades ETFs, exchange-traded options, equities and other types of
investment vehicles. As the Investment Manager of the Partnership, Astra Wealth Partners
has discretionary authority over the Partnership. Investors in the Partnership may include
both clients and non-clients of AWP.
All relevant information, terms and conditions relative to the Partnership, including
suitability, risk factors and potential conflicts of interest, are set forth in the Private
Placement Memorandum and related documents (together, the “Offering Documents”),
which each investor is required to receive and/or execute prior to being accepted as an
investor in the Partnership. Because of the objectives, suitability, risk factors, and
in the Partnership, AWP may give advice, make
qualifications for participation
recommendations, or take action with respect to the Partnership that differs from advice,
recommendations, or actions on behalf of AWP clients that receive Wealth Management
Services or Portfolio Management Services.
Financial Planning Services
Financial Planning Services are offered as part of our comprehensive Wealth Management
Services, or may be offered as a separate service.
Financial Planning engagements may include, but are not limited to, the following areas:
Investments
•
• Retirement Planning
•
Insurance
• Tax Planning
• Estate Planning
• Stock Options Planning
• Goal Creation and Prioritization
• Small Business Advisory Services
• Wealth Transfer Planning
• Education Funding
• Employee Benefit Maximization
• Social Security Maximization
• Major Purchase Planning
• Windfall or Inheritance Planning
Our services are customized based on each client’s individual needs, so not all clients will
receive advice on all topics listed above. Ongoing monitoring and follow-up meetings depend
on each client’s individual situation. With this service we assist our clients in developing a
strategic plan to accomplish the goals they wish to achieve, and update as needed.
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Financial Consulting Services:
On rare occasions, AWP may provide financial consulting services pursuant to a one-time,
project-based engagement, focusing on just one or two financial objectives. This service will
focus only on the specific area(s) requested by the client. Clients should be aware their
overall situation or needs may not be fully addressed due to the scope of the project and
established limitations. With this service, AWP does not provide any updates, ongoing
monitoring, or other assistance with implementing recommendations.
Employee Benefit Plan Services
Our firm provides employee benefit plan services to employer plan sponsors on an ongoing
basis. Generally, such services consist of assisting employer plan sponsors in establishing,
monitoring and reviewing their company's participant-directed retirement plan. As the
needs of the plan sponsor dictate, areas of advising could include: investment options, plan
structure, and participant education.
We can assist the plan sponsor in selecting a discretionary investment manager as described
under Section 3(38) of the Employee Retirement Income Security Act (“ERISA”) to manage the
plan assets. We will provide plan sponsors and participants with financial education and
administrative assistance. In doing so, we are acting as a fiduciary to the plan, but we do not
have discretion over plan assets.
In providing employee benefit plan services, our firm does not provide any advisory services
with respect to the following types of assets: employer securities, real estate (excluding real
estate funds and publicly traded REITs), participant loans, non-publicly traded securities or
assets, other illiquid investments, or brokerage window programs (collectively, “Excluded
Assets”).
Sub-Advisory Services
AWP enters into sub-advisory engagements with other registered investment adviser (RIA)
firms. Under these engagements, the RIA firms direct AWP to construct and manage
individually tailored investment portfolios for the RIA firms’ clients. The RIA firms are
responsible for determining their clients’ financial circumstances and investment needs, and
for developing an appropriate investment plan for their clients. The RIA firms have the
discretion to engage AWP as an investment manager for their clients’ accounts. AWP
provides discretionary management of these clients’ accounts on an ongoing basis,
according to the investment plan determined by the RIA firm.
Tax Preparation
AWP clients may elect to receive tax return preparation and tax consulting services. These
services may be provided by Astra Tax Partners LLC, separately owned by Michael Schupak
and Kevin Peacock, or by or an unrelated third-party tax service provider. At its discretion,
AWP may elect to pay the cost of these services on a client’s behalf, based upon the client’s
relationship with AWP.
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Assets Under Management
As of December 31, 2024, AWP had $199,156,637 in discretionary assets under management
and $4,950,234 in non-discretionary assets under management.
Wrap Fee Programs
A wrap fee is a fee that covers investment advice and transaction fees versus paying for these
costs separately. AWP does not participate in a wrap fee program. All fees and their types
will be discussed with the client at the time of engagement.
Important Information Regarding Retirement Accounts
When we provide advice to clients regarding rolling over assets from an employer-sponsored
qualified retirement plan (“QRP”) or an existing individual retirement account (“IRA”), we are
required to comply with certain Impartial Conduct Standards outlined by the Department of
Labor (“DOL”). These Impartial Conduct Standards include:
● Best Interest. We are fiduciaries under the Investment Advisers Act of 1940, as
amended. We are also fiduciaries within the meaning of Title I of the Employee
Retirement Income Security Act (ERISA) and/or the Internal Revenue Code (IRC), as
applicable, which are laws governing retirement accounts. We are required 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.
● Reasonable Compensation. Because we receive compensation for the management
of your investment assets, there is an inherent conflict of interest if we recommend
you transfer assets to an account under our management. The fees for our services
must be reasonable and not excessive. Compensation must be judged in the context
of the services provided; therefore, higher compensation may be reasonable for
more comprehensive and detailed services.
● No Misleading Statements. We are prohibited from making misleading statements
regarding investment transactions, compensation, and conflicts of interest.
Clients should be aware they have options regarding retirement account rollovers. Existing
clients or new clients leaving an employer typically have four (4) options regarding assets in
an existing retirement plan. They may:
● roll over the assets to the new employer’s plan, if available, and rollovers are
permitted;
leave the assets in the former employer’s plan, if permitted;
●
● roll over the assets to an Individual Retirement Account (“IRA”); or
● cash out the account value (tax consequences generally apply).
If our firm recommends a client roll over retirement assets into an account that we will
manage, such a recommendation creates a conflict of interest because our firm will earn
fees as a result of the rollover. As a fiduciary, we mitigate this conflict of interest by disclosing
it and ensuring a recommendation to roll over retirement savings is in a client’s best interest.
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No client is under any obligation to roll over retirement savings to an account managed by
our firm.
Item 5 – Fees and Compensation
In consideration for our advisory services, we receive compensation as described below. In
our sole discretion, we may offer fee discounts or waivers. In no event will we collect fees in
excess of $1,200 six months or more in advance. In some cases, legacy clients and referrals
from legacy clients may have different fee schedules than those shown below. We review
legacy fee arrangements on at least an annual basis to ensure client fees are cost effective
based on the client’s circumstances. Your specific fee will be set forth in your advisory
agreement.
Wealth Management Services
For our Wealth Management Services and Portfolio Management Services, we typically
charge our clients a fee based on the amount of assets held in client accounts we manage.
In some instances, we charge on a fixed-fee basis, as more fully described below. All fee
arrangements and terms are detailed in each client’s advisory agreement.
Asset-Based Fee
Our asset-based fees are calculated based on the value of the client’s investments on the last
market date of the respective quarter and are payable quarterly in arrears, subject to a
minimum annual fee based on complexity starting at $7,200. The fee is a percentage of the
assets under management, according to the schedule below:
Assets Under Management
$0.00 to $3,000,000.00
$3,000,000.01 and above
Annualized Asset-Based Fee
0.90% (90 basis points)
0.50% (50 basis points)
This is a blended fee schedule. This means the assets in your investment portfolio will be
billed at different levels according to the fee schedule above. For example, a client’s portfolio
with $4,000,000 in assets would be assessed an annualized fee of 0.90% on the first
$3,000,000, and 0.50% on the remaining amount. The annualized asset-based fee is
multiplied by the quarter-end value, then divided by four to determine the quarterly fee. This
example is provided for illustration only. Fees are based on your portfolio balance and thus
will fluctuate as your portfolio balance changes.
The fee is calculated on all assets in your investment account, including any cash or cash
equivalents. We bill quarterly in arrears (meaning after services have been rendered).
Advisory fees for partial quarters will be prorated based on the remaining days in the
reporting period in which our firm services the account. In addition, fees will be adjusted for
cash inflows and outflows (i.e., deposits or withdrawals of cash and receipts or transfers of
securities) that occur during the quarter, prorated by the number of days the assets were in
the account during the quarter. At the discretion of AWP, clients may pay all or a portion of
the wealth management fees with a credit card or ACH bank payment through a third-party
payment processor unrelated to AWP.
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If we manage multiple accounts for you and members of your household, we may, in our
sole discretion, aggregate your accounts for purposes of determining the fee breakpoints
outlined in the table above.
All fee arrangements and terms are detailed in the investment advisory agreement we
execute with our clients. In this agreement we obtain authorization from you to deduct our
fees directly from your investment account(s). Clients will open their investment accounts
with a qualified broker-dealer and/or custodian. In the account opening documentation
clients also authorize the custodian to accept instruction from AWP (when and amount) to
deduct our fees from the client’s account(s). The custodian will deliver to the client an account
statement at least quarterly, reflecting deduction of the fee.
Clients may access their accounts at any time through the custodian’s on-line portal to review
the activity in their account(s) and the fees deducted.
Fees and fee schedules are negotiable considering factors such as the client’s financial
situation and circumstances, the amount of assets under management, and the complexity
of the services provided.
For the benefit of discounting your asset-based fee, at our discretion, we may aggregate
accounts for the same individual or two or more accounts within the same family, or where
we feel it is reasonable and or necessary.
Fixed Fee
When a fixed fee is agreed upon, the annual fee will be determined at the time the initial
advisory agreement is executed. The fee for the first year of services will be prorated by the
number of days remaining in the year. Fees are divided and billed into equal quarterly
payments and are due in arrears at the end of each quarter. Annual fixed fees are
determined based on the amount of the client’s assets, the complexity of the client’s financial
situation and the estimated amount of time needed throughout the year.
All fee arrangements and terms are detailed in the advisory agreement we execute with our
clients. In this agreement we obtain authorization from you to deduct our fees directly from
your investment account(s). Clients will open their investment accounts with a qualified
broker-dealer and/or custodian. In the account opening documentation clients also
authorize the custodian to accept instruction from AWP (when and amount) to deduct our
fees from the client’s account(s). The custodian will deliver to the client an account statement
at least quarterly, reflecting deduction of the fee.
Clients may access their accounts at any time through the custodian’s on-line portal to review
the activity in their account(s) and the fees deducted.
Fees may be negotiable in some instances based upon the level of assets to be managed,
complexity of the investment strategy, and services rendered.
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Portfolio Management Fees
When provided as a separate service, the fee for our Portfolio Management Services is either
a fee based on the amount of assets held in client accounts we manage, or a fixed fee basis,
as described under Wealth Management Services above. All fee arrangements and terms are
detailed in each client’s advisory agreement.
Private Fund Management Fees
AWP is the Investment Manager of the Astra Enhanced US Equity Fund LP (the “Partnership”).
Astra Enhanced US Equity Fund GP LLC (“General Partner”) is the general partner of the
Partnership and an affiliate of AWP. Investors in the Partnership may include both clients
and non-clients of AWP. AWP does not receive a management fee for its management of the
Partnership, but receives a performance allocation as described in Item 6 below.
Financial Planning Services Fees
When provided as a separate service, the fee for our Financial Planning Services is a fixed
annual fee determined at the time the initial advisory agreement is executed. The fee
determined and negotiated is based on the complexity of the client’s financial situation, and
the estimated amount of time necessary to provide the services throughout the year.
The annual fee is prorated and billed in equal quarterly installments. Fees are not charged
in advance. The fee is due and payable at the beginning of the quarter for services provided
in the previous quarter. The first quarter’s fees are prorated based on the remaining days in
the quarter.
The annual fee may be periodically adjusted, based on changes in the client’s financial
circumstances, as outlined in the client’s advisory agreement.
At the discretion of AWP, clients may elect to pay financial planning fees with a credit card or
ACH bank payment through a third-party payment processor unrelated to AWP or through
the custodian where investments are held.
Financial Consulting Services Fees
For one-time, project-based financial consulting services, we charge up to $500 per hour,
billed in 15-minute increments. Prior to entering into an advisory agreement, we will provide
an estimate of the cost of your project. The estimated fee will be based upon the size and
scope of the project and the estimated time to complete. At our discretion, we may require
a deposit of one-half of the quoted fee, due upon execution of the advisory agreement with
the remaining amount due payable upon delivery of our analysis and recommendations.
At the discretion of AWP, clients may elect to pay financial consulting fees with a credit card
or bank ACH through a third-party payment processor unrelated to AWP or through the
custodian where investments are held.
Employee Benefit Plan Services Fees
AWP will be compensated for Employee Benefit Plan services according to the value of plan
assets, not to exceed 0.50% of total plan assets. This does not include fees to other parties,
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such as Recordkeepers, Custodians, or Third-Party-Administrators. Fees for this service are
either paid directly by the plan sponsor or deducted directly from the plan assets by the
Custodian on a quarterly basis, and remitted to AWP. Specific fee provisions, including
termination provisions, are included in the advisory agreement with the Plan Sponsor.
Sub-Advisory Services Fees
For our Sub-Advisory Services, we receive an asset-based fee (up to 1%), negotiated on an
individual basis between AWP and the RIA firm. This fee is billed quarterly in arrears
(meaning after services have been rendered).
Additional Fees Clients May Incur
Clients will incur transaction fees or commissions from the broker-dealer through which the
investments are purchased and sold. Mutual funds and exchange-traded funds (ETFs) also
charge annual management fees. AWP does not retain any portion of these fees. The broker-
dealer or investment company retains these fees. Clients may also incur, depending upon
the type of investments held, as well as the broker-dealer or custodian, annual account
maintenance fees, margin interest, alternative investment custody fee, short-selling
expenses, among other expenses. These fees are paid directly from the client’s account.
Termination
Either the client or AWP may terminate the advisory agreement with thirty days written
notice to the other party. If the agreement is terminated, the fee due and payable will be
prorated to the written notice date. Upon termination, we will instruct the custodian to debit
all outstanding unpaid fees. Because we typically collect fees in arrears, usually no refunds
are given upon termination. In the rare instance where fees are collected in advance, any
unearned fees will be refunded upon termination.
Other Compensation Arrangements
We are not compensated with commissions, sales loads, or service fees for the sale of
securities or other investment products.
Item 6 – Performance-Based Fees and Side-By-Side Management
AWP does not charge a performance-based fee (a fee based on a share of capital gains or
capital appreciation of a client’s assets) for its Wealth Management, Portfolio Management,
Financial Planning, or Financial Consulting Services. However, as compensation for
management of the Astra Enhanced US Equity Fund LP (the “Partnership”), the Partnership
pays the affiliated general partner, Astra Enhanced US Equity Fund GP LLC (the "General
Partner"), a performance allocation equal to 20% of profits earned by the Partnership during
each fiscal year, subject to a highwater mark and annual hurdle rate of the S&P 500 Index.
Additional details regarding the performance allocation are provided in the Private
Placement Memorandum. Each investor in the Partnership bears their proportionate share
of that compensation, except when AWP has agreed to waive or reduce any such amounts
for an investor. In addition to the performance allocation payable to the General Partner,
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third-party fund administration, audit, and other fund-related expenses are paid out of the
Partnership assets, unless AWP elects to subsidize these expenses.
Clients of AWP should understand that the receipt of performance allocation creates a
conflict of interest as the principals of the General Partner, who are also the principals of
AWP, have the potential to receive higher compensation. Performance allocations create
an incentive for the General Partner to pursue riskier or more speculative investments than
might otherwise be the case in the absence of such an arrangement. AWP and the General
Partner seek to mitigate these conflicts through disclosures in this Brochure.
See Item 10 below for additional information on how AWP mitigates the conflict of interest
arising from the performance allocation for AWP’s management of the Partnership.
Item 7 – Types of Clients
We provide portfolio investment management, financial planning services, and financial
consulting services to individuals, high net worth individuals (defined as having a net worth
of $2.2 million, excluding primary residence, or at least $1.1 million invested with the
adviser), employer sponsored retirement plans, corporations or other businesses, and
charities or foundations. Investors, who are both accredited investors and qualified clients
may invest in the Astra Enhanced US Equity Fund LP, managed by AWP.
We do not impose a minimum account size or minimum amount of investable assets.
However, we do impose a minimum annual fee. We reserve the right to waive or reduce this
minimum annual fee at our discretion. Any minimum annual fee will be disclosed in the
client’s advisory agreement.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Investment Philosophy
Astra Wealth Partners investment philosophy emphasizes strategic allocation decisions
informed by academic evidence, while never losing sight of the importance of global
diversification, tax efficiency, and monitoring investment costs.
For equity investing, AWP will generally allocate portfolios across various asset classes and
broad sectors of the market generally utilizing ETFs, open and closed-end mutual funds. In
certain cases, AWP may recommend portfolios with individual equity holdings. AWP may also
recommend annuities, hedge funds, private placements, or other investment vehicles when
appropriate based on a client’s circumstances.
‑
The portfolio we construct will consist of institutional and no-load mutual funds and/or
traded funds (ETFs), individual stocks, individual bonds, options and other types
exchange
of investments, as appropriate, to help achieve the client’s investment goals. We may also
retain securities clients bring to our management.
AWP's fixed income recommendations can include government obligations of the United
States and foreign governments, brokered certificates of deposit, investment grade
corporate bonds and high-quality municipal bonds. AWP may recommend fixed income
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investments that do not meet the above characteristics if our research concludes the return
profile is particularly attractive.
AWP may recommend alternative strategies, including but not limited to strategies that
invest in real estate, private debt, and quantitative investment strategies we believe have an
attractive return profile or portfolio diversification benefit. AWP may also recommend
options strategies and short positions if appropriate for an investor’s risk tolerance and
circumstances.
Method of Analysis Material Risks
AWP employs passive investing along with fundamental, technical, and quantitative analysis
in developing its clients’ investment strategies. We seek our research and analysis from
numerous sources, including financial media companies, third-party research materials,
internet sources, and review of company activities, including annual reports, prospectuses,
press releases and research prepared by others.
Depending on the client’s established investment plan, the investments within a client
portfolio may be held on a long-term (greater than one year) or short-term basis. Deposits,
withdrawals, material market events, and rebalancing may lead to holding certain
investments for a shorter period than initially targeted.
Passive investment management is characterized by low portfolio expenses (i.e., the funds
inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading
activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient
and turnover inside the portfolio is minimal).
Fundamental analysis utilizes economic and business indicators as investment selection
criteria. Generally, these criteria are ratios and trends may indicate the overall strength and
financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain
criteria that indicate they are a strong investment with value, but currently discounted by the
market. While this type of analysis helps an investment adviser in evaluating a potential
investment, it does not guarantee the investment will perform as expected. Assets meeting
the investment criteria utilized in the fundamental analysis may lose value and may have
negative investment performance. The investment adviser monitors these economic
indicators to determine if adjustments to strategic allocations are appropriate.
Quantitative Analysis is a business or financial analysis technique that seeks to understand
behavior by using complex mathematical and statistical modeling, measurement, and
research. By assigning a numerical value to variables, quantitative analysts try to replicate
reality mathematically. Quantitative analysis can be done for many reasons such as
measurement, performance evaluation, or valuation of a financial instrument. It can also be
used to attempt to predict real world events such as changes in a share price.
Past performance is not a guarantee of future returns. Investing in securities and other
investments involve a risk of loss each client should understand and be willing to bear.
Clients are encouraged to discuss these risks with AWP.
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Because every client’s situation is unique, certain factors should be considered in creating
any investment plan and constructing the client’s portfolio. These factors include the
purpose of the portfolio, its size, specific funding sources, how and when a client plans to
use the funds, and the degree of uncertainty or risk a client is willing to accept in pursuit of
their objectives. AWP will assist clients in determining an appropriate strategy based on their
risk tolerance and these other factors.
Risk in Employing AWP
It is important for our clients to understand our investment philosophy and strategies may
not work as intended, despite our best efforts to execute the established investment plan.
There is no guarantee a client will meet their investment goals.
Astra Enhanced US Equity GP LLC is the general partner and AWP is the Investment Manager
of the Astra Enhanced US Equity Fund LP (the “Partnership”), a limited partnership formed in
the State of Delaware. Investors in the Partnership may include both clients and non-clients
of AWP. All relevant information, terms and conditions relative to the Partnership, including
suitability, risk factors and potential conflicts of interest, are set forth in the Private
Placement Memorandum and related documents (together, the “Offering Documents”),
which each investor is required to receive and/or execute prior to being accepted as an
investor in the Partnership.
Along with the risk of loss of principal, there are several significant risks investment
portfolios are subject to. These risks include, but are not limited to:
Inflation Risk: Inflation may erode the buying-power of your investment portfolio, even if
the dollar value of your investments remains the same.
Market Risk: Market risk involves the possibility an investment’s current market value will
fall because of a general market decline, reducing the value of the investment regardless of
the operational success of the issuer’s operations or its financial condition.
Interest Rate Risk: Bond prices generally fall when interest rates rise, and the value may fall
below par value or the principal investment. The opposite is also generally true, bond prices
generally rise when interest rates fall. In general, fixed income securities with longer
maturities are more sensitive to these price changes. Most other investments are also
sensitive to the level and direction of interest rates.
Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices
may at times be more volatile than at other times. Under certain market conditions we may
be unable to sell or liquidate investments at prices we consider reasonable or favorable or
find buyers at any price.
Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of
investments, or the securities’ claim on the issuer’s assets and finances.
Geopolitical Risk: The risk of financial and market loss because of political decisions or
disruptions in a particular country or region.
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Apart from the general risks outlined above which apply to all types of investments, specific
securities may have additional risks.
Individual Equity Securities: There are numerous ways of measuring the risk of equity
securities (also known simply as "equities" or "stock"). Basically, the value of a stock depends
on the financial health of the company issuing it. However, stock prices can be affected by
many other factors including, but not limited to, the class of stock (for example, preferred or
common), the health of the market sector of the issuing company and, the overall health of
the economy.
Small and Medium Cap Company Risk: Securities of companies with small and medium
market capitalizations are often more volatile and less liquid than investments in larger
companies. Small and medium cap companies may face a greater risk of business failure,
which increases the risk of capital loss.
Mutual Funds: Investing in mutual funds carries the risk of capital loss. All mutual funds have
fees and expenses, such as transaction costs and investment adviser fees, that lower
investment returns. There are many types of mutual funds such as fixed income, equity,
balanced, index, sector, specialty (those that focus on specialized mandates such as real
estate, commodities, socially responsible investing, etc.) and fund-of funds.
Depending upon the type of mutual fund invested in, all mutual funds will be subject to the
general risks of investing noted above to some varying degree.
Mutual funds can be passively or actively managed. Passive management involves buying a
portfolio of securities designed to track the performance of a benchmark index. The fund’s
holdings are only adjusted if there is an adjustment in the components of the index. With
active management, the fund’s portfolio manager buys and sells investments, attempting to
outperform the return of the overall market or another identified benchmark. Actively
managed mutual funds present “manager risk”; the risk the investment adviser may fail to
execute the fund’s investment strategy effectively resulting in the failure of the stated
objectives.
Alternative Fund Risk: AWP may allocate some of our client’s portfolio to Certain alternative
funds (registered under the Investment Company Act of 1940). These funds use derivatives,
options, futures and/or short sales strategies. Use of derivatives, options or futures by a fund
may be to gain exposure to a particular asset group or for hedging or leverage purposes.
The use of derivatives, options and futures exposes the funds to additional risks and
transaction costs. In addition, if the fund uses leverage through activities such as entering
into short sales or purchasing derivative instruments, there are additional risks, including
losses exceeding the net assets of the fund. The net asset value of a fund while employing
leverage will be more volatile and sensitive to market movements. Clients should carefully
review the fund’s prospectus to more fully understand the risk of funds using derivatives,
options, futures and/or short sales strategies. Investments in these funds generally are not
suitable for investors with a short-term investing horizon and/or who cannot bear the loss
of some or all of the investment.
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Interval Funds: Where appropriate, AWP may use certain funds structured as non-
diversified, closed-end management
investment companies, registered under the
Investment Company Act of 1940 (“interval fund”). Typically, interval funds are not listed on
any securities exchange and are not publicly traded. Thus, there is no secondary market for
the fund’s shares and the investment is illiquid. Interval funds place restrictions on
withdrawals. During any time periods outside the specified repurchase offer window(s),
investors will be unable to sell their shares of the interval fund. There is no assurance an
investor will be able to tender shares when or in the amount desired, and the fund can
suspend or postpone repurchases. Additionally, in limited circumstances, an interval fund
may have a limited amount of capacity and may not be able to fulfill all redemption requests.
Clients should carefully review the fund’s prospectus to more fully understand the interval
fund structure and the corresponding liquidity risks. Because these types of investments
involve additional risk, these funds will only be recommended if consistent with a client’s
investment objectives, individual situation, suitability, risk tolerance, and liquidity needs.
Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges,
similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100%
loss in the case of a stock holding bankruptcy). All ETFs have fees and expenses that lower
investment returns. Much like mutual funds, ETFs can be of bond “fixed income” nature
(lower risk) or stock “equity” nature (higher risk mentioned below). There are all types of ETFs,
including balanced, sector or country specific, etc. ETFs can be indexed (passive investing) or
actively managed.
Areas of concern include: the lack of transparency in products and increasing complexity,
conflicts of interest and the possibility of inadequate regulatory compliance; an ETF may not
track an index or benchmark as expected; an ETF’s shares may trade at a market price that
is above or below their net asset value; the ETF may employ an investment strategy that
utilizes high leverage ratios; or trading of an ETF’s shares may be halted if the listing
exchange’s officials deem such action appropriate, the shares are delisted from the
exchange, or the activation of market-wide “circuit breakers” (which are tied to large
decreases in stock prices) halts all trading in general.
Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not
physical metal) specifically may be negatively impacted by several unique factors, among
them (1) large sales by the official sector which own a significant portion of aggregate world
holdings in gold and other precious metals, (2) a significant increase in hedging activities by
producers of gold or other precious metals, (3) a significant change in the attitude of
speculators and investors.
Some ETFs use derivatives, including futures, swaps, and other over-the-counter contracts
with financial intermediaries to obtain leverage, and sometimes significant leverage, in an
effort to amplify the returns of an underlying index or other reference asset. These
“leveraged” ETFs present material and different risks relative to unlevered ETFs. Leveraged
ETFs can, at times, be relatively illiquid and, therefore, may be difficult to purchase or sell at
a fair price. Leveraged ETFs are subject to the same risk as other instruments that use
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leverage in any form. While leverage allows for greater potential return, the potential for loss
is also greater.
Exchange-traded Notes (ETNs): ETNs are senior, unsecured, unsubordinated debt securities
whose returns are based on the performance of a particular market index or other reference
asset minus applicable fees. ETNs are listed on an exchange and trade in the secondary
market. However, an ETN can also be held until maturity, at which time the issuer pays a
return linked to the performance of the market index or other reference asset to which the
ETN is linked minus certain fees. ETNs do not make periodic coupon payments and principal
typically is not protected.
The value of an ETN may be influenced by, among other things, time to maturity, level of
supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes
in applicable interest rates, the performance of the market index or other reference asset,
changes in the issuer’s credit rating, and economic, legal, political or geographic events that
affect the market index or other reference asset. ETNs are also subject to the counterparty
credit risk of the issuer. The market value of ETN shares may differ from their market index
or reference asset. This difference may be due to the fact that the supply and demand in the
market for ETN shares at any point in time is not always identical to the supply and demand
in the market for the securities underlying the index or other reference asset that the ETN
seeks to track. ETNs also incur certain expenses not incurred by their applicable index or
reference asset. An ETN that is tied to a specific index may not be able to replicate and
maintain exactly the composition and relative weighting of securities, commodities or other
components in the applicable index.
Some ETNs use derivatives, including futures, swaps, and other over-the-counter contracts
with financial intermediaries to obtain leverage, and sometimes significant leverage, in an
effort to amplify the returns of an underlying index or other reference asset. These
“leveraged” ETNs present material and different risks relative to unlevered ETNs. Leveraged
ETNs can, at times, be relatively illiquid and, therefore, may be difficult to purchase or sell at
a fair price. Leveraged ETNs are subject to the same risk as other instruments that use
leverage in any form. While leverage allows for greater potential return, the potential for loss
is also greater. This risk can be significant and the Partnership may invest materially in
leveraged ETNs.
Option Trading: AWP may recommend implementing an options trading strategy. Option
investing involves risk and is not suitable for all investors. Some option investing presents
considerable and extensive risks, so much so, securities regulation requires investors
acknowledge receipt and understanding of the Chicago Board of Options Exchanges’
Characteristics and Risks of Standardized Options disclosure document prior to investing in
options. Therefore, we have not summarized all of the risks of option investing here but
specifically note the following:
• An option holder runs the risk of losing the entire amount paid for the option in a
relatively short period of time. An option holder who neither sells his option in the
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secondary market nor exercises it prior to its expiration will necessarily lose the entire
investment in the option.
•
If the price of the underlying interest does not change in the anticipated direction
before the option expires to an extent sufficient to cover the cost of the option, the
investor may lose all or a significant part of his investment in the option.
• The writer (seller) of an uncovered call is in an extremely risky position and may incur
large losses if the value of the underlying interest increases above the exercise price.
The potential loss is unlimited for the writer (seller) of an uncovered call. The writer
will have to purchase the underlying interest in order to satisfy the obligation of the
call and the loss will be the excess of the purchase price over the exercise price of the
call reduced by the premium received for selling the call.
• As with writing uncovered calls, the risk of writing put options is substantial. The
writer of a put option bears a risk of loss if the value of the underlying interest declines
below the exercise price, and such loss could be substantial if the decline is significant.
A put writer must purchase the underlying interest at the exercise price, which could
be substantially greater than the current market price of the underlying interest.
Short Selling: Short selling involves selling securities that are not owned and borrowing the
same securities for delivery to the purchaser, with an obligation to replace the borrowed
securities at a later date. Short selling allows an investor to profit from declines in market
prices to the extent such decline exceeds the transaction costs and the costs of borrowing
the securities. However, because the borrowed securities must be replaced by purchases at
market prices in order to close out the short position, any appreciation in the price of the
borrowed securities would result in a loss upon such repurchase. Because short sales must
be marked to market daily, there may be periods when short sales must be settled
prematurely, and a substantial loss would occur. Purchasing securities to close out the short
position can itself cause the price of the securities to rise further, thereby exacerbating the
loss. Purchasing securities to close a short position is also subject to the risk that insufficient
shares are available in the market for a given security to “cover” the short position. Short-
selling exposes an investor to unlimited risk with respect to that security due to the lack of
an upper limit on the price to which an instrument can rise. Borrowing costs assessed by
brokers and financial intermediaries may increase, especially as interest rates increase,
which may cause short selling to become materially more expensive (and therefore less
lucrative). Brokers also have the ability to close a short position if they need the securities
that the investor has borrowed in order to deliver those securities to another counterparty
or customer of the broker.
Corporate Bonds: Corporations borrow money from investors to invest in their businesses
by issuing bonds. The issuer pays the investor periodic interest and repay the amount
borrowed either periodically during the life of the security and/or at maturity. Alternatively,
zero coupon bonds, which do not pay current interest, but rather are priced at a discount
from their face values and their values increase over time to face value at maturity. The
market prices of debt securities fluctuate depending on current interest rates, credit quality
18
of the issuer, and maturity length of the bond. In general, market prices of debt securities
decline when interest rates rise and increase when interest rates fall. The longer the time to
a bond’s maturity, the greater its interest rate risk.
Municipal Bonds: The debt obligations issued to obtain funds for various public purposes,
including the construction of public facilities are municipal bonds. Municipal bonds pay a
lower rate of return than most other types of bonds. However, because of a municipal bond’s
tax-favored status, investors should compare the return of a municipal bond to the after-tax
return of other types of bonds, like corporate bonds. Investing in municipal bonds carries
the same general risks as investing in bonds in general as described in Corporate Bonds
above.
Concentration Risk: Concentrated portfolios are an aggressive and highly volatile approach
to trading and investing and should be viewed as complementary to a stable, highly
predictable investment approach. Concentrated portfolios hold fewer different stocks than
a diversified portfolio and are much more likely to experience sudden dramatic price swings.
In addition, the rise or drop in price of any given holding in the portfolio is likely to have a
larger impact on portfolio performance, than a more broadly diversified portfolio.
Private Placements: Private placements carry a substantial risk as they are subject to less
regulation than publicly offered securities, the market to resell these assets under applicable
securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a
substantial discount to the underlying value or result in the entire loss of the value of such
assets.
Item 9 – Disciplinary Information
AWP has no legal or disciplinary events to disclose. Additional information about AWP is also
available on the SEC’s website at www.adviserinfo.sec.gov. AWP’s CRD number is 321136.
Item 10 – Other Financial Industry Activities and Affiliations
AWP is the Investment Manager of the Astra Enhanced US Equity Fund LP (the “Partnership”)
a limited partnership formed in the State of Delaware. Astra Enhanced US Equity Fund GP
LLC (the “General Partner”) is the general partner and affiliated entity. The Partnership is a
private offering intended solely for investors that meet the definition of “accredited investor”
under Regulation D of the Securities Act of 1933, as amended, and “qualified client” as
defined under Rule 205-3 of the Investment Advisers Act of 1940, as amended. The
Partnership is exempt from registration with the United States Securities and Exchange
Commission (“SEC”) under the Investment Company Act of 1940, as amended. The
Partnership invests primarily in ETFs, options on ETFs, and equity positions, and seeks to
outperform the S&P Index. As the Investment Manager of the Partnership, Astra Wealth
Partners has discretionary authority over the Partnership. Investors in the Partnership may
include both clients and non-clients of AWP. In addition, AWP’s investment adviser
representatives, AWP, and eventually the General Partner invest in the Partnership. In view
of these personal investments, a conflict arises when an AWP investment adviser
representative recommends the Partnership to a client. AWP addresses these conflicts by
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disclosing them to clients in this brochure, by including in its policies and procedures that
the investment adviser representatives must advise the client that the client has the option
to select investments that do not have a performance-based fee or performance allocation,
and by periodically (no less than annually) reviewing client accounts to determine if the
investments are suitable and not over-concentrated in any particular investment. All relevant
information, terms and conditions relative to the Partnership, including suitability, risk
factors and potential conflicts of interest, are set forth in the Private Placement
Memorandum and related documents (together, the “Offering Documents”), which each
investor is required to receive and/or execute prior to being accepted as an investor in the
Partnership. Because of the objectives, suitability, risk factors, and qualifications for
participation in the Partnership, AWP may give advice, make recommendations, or take
action with respect to the Partnership that differs from advice, recommendations, or actions
on behalf of AWP clients that receive Wealth Management Services or Portfolio Management
Services.
The Partnership was previously operated as AWP Quant LLC (“AWP Quant”), a limited liability
company which was converted to the limited partnership of the Partnership. AWP previously
engaged in proprietary trading activities through AWP Quant to track the performance of an
investment strategy. A proprietary trading account 100% owned by AWP was the sole
investor in AWP Quant prior to its conversion in October 2023. AWP and the principal owners
of AWP were the only investors in the Partnership post-conversion prior to January 2024.
Michael Schupak and Kevin Peacock own and operate Astra Tax Partners, LLC. Astra Tax
Partners, LLC provides tax preparation and consulting services to AWP investment advisory
clients through this separate entity. AWP clients are not required to use Astra Tax Partners,
LLC for tax return preparation or tax consulting services.
Our advisory firm and its management persons are not currently registered and do not have
an application pending to register as a broker-dealer, futures commissions merchant,
commodity trading pool operator, or commodity trading advisor, or an associated person of
any such firm. Our advisory firm and its management do not have any other material
relationship with entities in the financial industry which present a potential or actual conflict
of interest.
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Astra Wealth Partners, LLC holds itself to a fiduciary standard, which means the firm and its
associates will act in good faith, and perform its services in a manner believed to be in the
best interest of its clients. Our firm believes our business methodologies, ethics rules, and
adopted policies are designed to eliminate or at least minimize material conflicts of interest
and to appropriately manage any remaining conflicts. Our firm will disclose to you any
material conflict of interest relating to the firm, its representatives, or any of its employees
which could reasonably be expected to impair the rendering of unbiased and objective
advice.
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Code of Ethics
We have adopted a Code of Ethics that establishes policies for ethical conduct for our
personnel. Our firm accepts the obligation not only to comply with applicable laws and
regulations but also to act in an ethical and professionally responsible manner in all
professional services and activities. Our Code of Ethics includes prohibitions against insider
trading, circulation of industry rumors, and certain political contributions, among others. Our
firm periodically reviews and amends its Code of Ethics to ensure it remains current, and
requires firm personnel to annually attest to their understanding of and adherence to the
Code. We will make a copy of our Code to any client or prospective client upon request.
See Item 10 above for conflicts of interest and mitigation efforts relating to AWP’s
management of Astra Enhanced US Equity Fund LP.
Firm Proprietary and Employee Trading Practices
As a general policy, we do not engage in principal transactions, which are transactions where
an adviser buys securities from its clients for the adviser’s own account, or sells securities to
clients from the adviser’s own account. In addition, we do not engage in cross agency
transactions, which are transactions where the adviser acts as the broker for both the buying
and selling party.
AWP and its employees may buy or sell securities the same as, similar to, or different from,
those we recommend to clients. Investing in the same securities in which our clients also
invest presents a potential conflict of interest. This conflict of interest is mitigated because
we typically will recommend mutual funds, exchange-traded funds (ETFs), stocks and bonds
that are liquid and actively traded on the open market. To further help mitigate this conflict
of interest, AWP and its employees will typically execute personal securities transactions
after client transactions, or may have personal securities transactions executed
simultaneously with client transactions when participating in an aggregated (block) trade.
See Order Aggregation below.
In an effort to reduce or eliminate conflicts of interest involving the firm or employee trading,
we may restrict or prohibit certain transactions in our firm proprietary and employee
accounts. Any exceptions or trading pre-clearance must be approved by our Chief
Compliance Officer in advance. We also prepare and maintain the required firm and
employee holdings and transaction reports as required per regulations.
Investors in the Astra Enhanced US Equity Fund LP (the “Partnership”) may include both
clients and non-clients of AWP. Because we receive a performance allocation for our
management of the Partnership, we could have an incentive to recommend investments in
the Partnership instead of other investments. In addition, AWP’s investment adviser
representatives invest in the Partnership. In view of these personal investments, a conflict
arises when an AWP investment adviser representative recommends the Partnership to a
client. AWP addresses these conflicts by disclosing them to clients in this brochure, by
including in its policies and procedures that the investment adviser representatives must
advise the client that the client has the option to select investments that do not have a
21
performance allocation, and by periodically (no less than annually) reviewing client accounts
to determine if the investments are suitable and not over-concentrated in any particular
investment.
The Partnership is actively managed and will typically invest in liquid, actively-traded
investments such as ETFs, options in ETFs, and individual securities. Conversely, a passive,
long-term investment strategy is typically used in managing individual client accounts. We
are cognizant of our fiduciary duty to individual clients, and have policies and procedures
with regarding to trading and allocation of investment opportunities that are designed to
ensure that we are acting in the best interest of our clients. We endeavor to ensure that over
time, each client is treated fairly as to the securities purchased or sold for their account, with
respect to priority of execution of orders, and in the allocation of investment opportunities.
Item 12 – Brokerage Practices
Factors Used to Select Custodians and/or Broker-Dealers
AWP does not have any affiliation with broker-dealers. Specific custodian recommendations
are made to clients based on their need for such services. We recommend custodians based
on the reputation and services provided by the firm.
We do not participate in any soft dollar arrangements, nor do we receive any referrals from
a broker-dealer or third party in exchange for using that broker-dealer or third party.
For discretionary managed accounts, we have established relationships with qualified
custodians and will recommend our clients use one of these custodians to facilitate our
management of their accounts. We execute client transactions directly with the qualified
custodian that holds the client account. We do not allow clients to direct us to execute
transactions through a specific broker-dealer. For non-discretionary accounts, clients may
custody their assets at a custodian of their choice, and are responsible for executing
transactions in their accounts.
The Custodians and Brokers We Use
Because of our management of the Astra Enhanced US Equity Fund LP (the “Partnership”),
we are deemed to have custody of the funds and securities held by the Partnership. We do
not physically hold the funds or securities of the Partnership, and the funds and securities
are not held or registered in our name. All assets are held with a qualified custodian.
With regard to individual client accounts, AWP does not maintain custody of your assets we
manage, although we may be deemed to have custody of your assets if you give us authority
to withdraw advisory fees from your account (see Item 15—Custody, below). Your assets will
be maintained in an account with a broker-dealer acting as a “qualified custodian.”
Based on the services you need, we may recommend you use one of several unaffiliated
registered broker-dealers, member FINRA/SIPC, as the qualified custodian and broker for
your accounts. We have established relationships with custodians that help facilitate our
management of your accounts. These custodians include the following, though others may
be added from time to time:
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• Charles Schwab & Co., Inc.
• TIAA-CREF Individual & Institutional Services, LLC, through the Advisor Services
program.
Interactive Brokers for Registered Investment Advisors.
•
These custodians will hold your assets in a separate brokerage account and will buy and sell
securities when we and/or you instruct them to. Although we may recommend you use a
particular custodian, you have the discretion to decide whether to do so and will open your
account directly with the custodian by entering into an account agreement directly with
them. We do not open the account for you, although we may assist you in doing so. If you
do not wish to place your assets with one of the custodians with which we have an
established relationship, we cannot manage your account for you on a discretionary basis.
Through our participation in the adviser programs offered by these custodians, we receive
various benefits, provided without cost or at a discount, that may not be available to retail
customers. These benefits include access to certain investment options; execution of
securities transactions; custodial services; access to an electronic trading platform, including
access to aggregated block trading; the ability to deduct our advisory fee from client
accounts; access to client account data; receipt of duplicate trade confirmations and account
statements; research related products and tools; pricing and market data; access to
software, technology or services; attendance at educational conferences and events;
consulting on technology, compliance or other business matters; access to industry
publications. Some of these products and services may benefit you directly, while others may
benefit us by assisting us in the administration of our business and the management of client
accounts, including accounts held with other custodians.
The availability of these services may be contingent upon us committing a certain number of
accounts or assets under management to the custodian, but do not depend on the number
of brokerage transactions directed to the custodian. The receipt of these benefits from the
custodians creates a potential conflict of interest as we may have an incentive to recommend
you maintain your account with a specific custodian. However, we strive to recommend the
custodian that is most appropriate for you based on your individual needs.
Note that individual custodians establish their own trading policies and procedures that limit
our ability to control, among other things, the timing of the execution of trades. Execution of
trades may not be instant, and we are not able to control the specific time during a day that
securities are bought or sold. Custodians will generally trade on the same business day as
they receive instructions from you or from us. However, transactions will be subject to
processing delays in certain circumstances (e.g., orders initiated on non-business days or
after markets close).
Best Execution
We recognize our obligation in seeking best execution for our clients; however, it is our belief
that the determinative factor is not always the lowest possible cost but whether the selected
custodian’s transactions represent the best “qualitative execution” while taking into
23
consideration the full range of services provided. Therefore, our firm will seek services
involving competitive rates but it may not necessarily correlate into the lowest possible rate
for each transaction. We have determined trading our clients’ accounts through a preferred
custodian is consistent with our firm’s obligation to seek best execution of your trades. We
regularly review and consider the overall quality and price of the services received from our
preferred custodians in light of our duty to seek best execution.
Brokerage for Client Referrals.
AWP does not receive client referrals from any broker-dealer or custodian.
Client Directed Brokerage
AWP generally will not permit clients to direct brokerage to a broker-dealer other than
Schwab, however we realize some special circumstances may exist that we may try to
accommodate. If so instructed by the client to execute trades through a particular broker-
dealer other than Schwab, it is important the client understands they may not receive the
best execution available, may pay higher commissions, and may not be able to participate in
aggregated trades (explained below).
Order Aggregation
Client orders executed through the same broker dealer on the same day may be aggregated
for operational efficiencies or to achieve best execution. Each client participating in an
aggregated order will receive the average share price of all orders executed to fill the
aggregated order, and will also share in any fees or expenses related to the aggregated order
on a pro rata basis.
We cannot aggregate all types of purchase or sale transactions. For instance, trades resulting
from the opening or closing of accounts, or from contributions to or withdrawals from
existing accounts often must be executed on an individual basis rather than aggregated with
other trades. This will result in multiple orders relating to the same security but for different
accounts occurring at different times and possibly for different prices. In addition, clients
whose transactions are not part of an aggregated order will receive different prices, which
could be higher or lower, than the prices received by clients whose transactions are included
in the aggregated order. When we determine that one or more orders will not be aggregated,
we follow procedures that are designed to ensure fair treatment of all accounts. We
endeavor to ensure that over time, each client is treated fairly as to the securities purchased
or sold for their account, with respect to priority of execution of orders, and in the allocation
of investment opportunities.
The Astra Enhanced US Equity Fund LP (“Partnership”) is actively managed and will typically
invest in liquid, actively-traded investments such as ETFs, options in ETFs, and individual
securities. Conversely, a passive, long-term investment strategy is typically used in managing
individual client accounts. Due to the differences in investment strategies and investment
options employed, as well as different brokers that hold assets, we generally do not
aggregate trades made on behalf of the Partnership with individual client transactions.
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Investment Opportunity Allocation
AWP generally allocates investment opportunities to accounts that may have cash available
for investment, to accounts the investment is suitable for, and to accounts where the
investment opportunity assists in achieving the target asset allocation.
In our investment actions we have no obligation (other than our obligation to deal fairly with
all clients) to purchase or sell for a particular client account any security that we, our owners,
representatives, or employees may purchase for ourselves or other clients.
Item 13 – Account Review
Frequency of Reviews
With our Portfolio Management Services, at least quarterly, the Investment Adviser
Representative responsible for the relationship will review the performance of client
accounts and the applied investment strategy to ensure it remains appropriate. Additional
as-needed reviews may be conducted due to unusual or volatile performance, addition or
deletions of client restrictions, excessive withdrawals, etc. Accounts may also be reviewed
upon significant market, economic or political events. With our Financial Planning Services,
ongoing monitoring and follow-up meetings depend on each client’s individual situation.
Other Causes for Review
requested basis. Clients may
We also offer account reviews directly with a client on an as
choose to receive reviews in person or by video-conference, telephone, or email.
‑
in the client’s
During reviews, we focus on changes to a client’s investment plan which may be driven due
investment objectives, general financial situation, tax
to a change
considerations and significant cash deposits or withdrawals. We encourage our clients to
notify AWP immediately if changes occur in their personal financial situation that might
adversely affect the investment plan.
Reports
The Custodian will deliver to clients a brokerage statement no less than quarterly. These
brokerage statements will report all positions, transactions, advisory fees and other fees,
and any other activity occurring in the investment account. Clients may also access their
accounts through the custodian’s on-line portal to review the activity in their account(s) and
additional account information at any time.
Investors in Astra Enhanced US Equity Fund LP receive tax information and audited annual
financial information within 120 days of the end of the Partnership’s fiscal year, along with
other information as set forth in the Partnership’s offering documents and that AWP
determines to be necessary or appropriate.
AWP will strive to provide any other type of report the client may request, within reason.
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Item 14 – Client Referrals and Other Compensation
Custodians
Other than the benefits from custodians disclosed in Item 12—Brokerage Practices above,
we do not receive any economic benefit, directly or indirectly, from any third party for advice
rendered to our clients. Nor do we, directly or indirectly, compensate any person who is not
advisory personnel for client referrals.
Third-Party Referrals
AWP may refer clients to third-parties for certain financial services necessary to meet the
client’s objectives and AWP may receive new client referrals from third-parties. However,
AWP does not receive any compensation for its referrals.
Private Fund
As outlined in Item 4 and Item 5 above, as Investment Manager of the Astra Enhanced US
Equity Fund LP, a private investment fund, AWP has the potential to receive higher fees for
client assets that are invested in the Partnership than other assets. This potential to receive
higher fees creates an incentive to allocate client assets to the Partnership.
Solicitor Arrangement
Astra Strategic Wealth (ASW) was party to a solicitation agreement and compensated the
solicitor for clients who were referred to ASW by the solicitor under that agreement. AWP
has entered into an agreement with the solicitor to continue compensation payments to the
solicitor for former clients of ASW who have become clients of AWP and who were solicited
by the solicitor. This arrangement is for legacy clients only; no new clients are being solicited
by the solicitor. Solicited clients do not pay any additional fees due to the solicitation
arrangement.
Item 15 – Custody
Because of our management of the Astra Enhanced US Equity Fund LP (the “Partnership”),
we are deemed to have custody of the Partnership’s funds and securities. We do not
physically hold the funds or securities of the Partnership, and the funds and securities are
not held or registered in our name. All funds and securities are held by a qualified custodian.
Within 120 days after the end of the Partnership’s fiscal year, we will deliver to the investors
in the Partnership financial statements that are prepared in accordance with the U.S.
Generally Accepted Auditing Standards (GAAS). Such financial statements are audited by an
independent public accountant that is registered with and subject to regular inspection by,
the Public Company Accounting Oversight Board.
With regard to individual client accounts, under government regulations we are deemed to
have custody of client assets if clients authorize us to instruct the custodian to deduct our
investment advisory fees directly from their account. That said, AWP does not take custody
of our clients’ funds or securities.
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As explained in Item 12 above, we encourage our clients to open and maintain their
investment accounts with a qualified custodian. The Custodian will send account statements
quarterly, or more frequently, directly to the client. These account statements will reflect all
securities held as well as any transactions that occurred in the account, including the
deduction of our investment management fee. Clients should review the account statements
received from their custodian and should compare them to any reports they receive from
AWP. Note that account values reflected on the custodian's statement may differ from the
account values used to calculate AWP's advisory fees based on the timing the information
was received and when dividends and/or interest settle into the Client's account. Clients can
contact us at the address or phone number on the cover of this brochure with any questions
about their statements and reports.
Item 16 – Investment Discretion
With our Portfolio Management Services, AWP obtains discretionary authority to buy and sell
securities in our clients’ accounts. This authority is established and agreed upon in the
investment advisory agreement we execute with our clients. With this authority we can
transact securities without obtaining approval or consent from the client prior to effecting
the transaction. However, these transactions are subject to the investment plan established.
Typically, we do not provide Portfolio Management Services on a non-discretionary basis,
but we may accommodate such requests on a limited basis. Such account authority requires
your prior approval before each transaction is executed. The non-discretionary nature of the
relationship will be included in our agreement with you. Please note that in light of the
requirement for your pre-approval, you must make yourself available and keep our firm
updated on your contact information so that instructions can be efficiently effected on your
behalf. The requirement for your pre-approval may cause delays in the timing of the
transactions in your account as compared with clients who receive discretionary investment
management.
responsible
for
initiating any
transactions necessary
to
Financial planning recommendations made with regard to accounts for which we do not
provide Portfolio Management Services are provided on a non-discretionary basis. Clients
implement our
are
recommendations.
As Investment Manager of Astra Enhanced US Equity Fund LP (the “Partnership”), AWP has
discretion over the funds and securities in the Partnership.
Item 17 – Voting Client Securities
AWP does not accept the authority to and does not vote proxies on behalf of clients, with the
exception of those participating in the Partnership. The Partnership’s participants are
directed to review their agreements for more information. For all others, clients retain the
responsibility for receiving and voting proxies for all and any securities maintained in client
portfolios.
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Item 18 – Financial Information
Balance Sheet AWP does not require prepayment of more than $1,200 in fees per client, six
months or more in advance. Therefore, it is not required to include a balance sheet with this
brochure.
Financial Conditions Reasonably Likely to Impair the Ability to Meet Contractual
Obligations to Clients Neither AWP nor its management has any financial condition that is
likely to impair AWP’s ability to meet its contractual obligations to its clients.
Privacy Policy Statement
We respect the privacy of all clients and prospective clients, both past and present. It is
recognized you have entrusted our firm with non-public personal information and it is
important both our personnel and clients are aware of firm policy concerning what may be
done with that information.
The firm collects personal information about customers from the following sources:
•
•
•
•
Information customers provide to complete their financial plan or investment
recommendation;
Information customers provide in advisory agreements and other documents
completed in connection with the opening and maintenance of an account;
Information customers provide verbally; and
Information received from service providers, such as custodians, about customer
transactions.
The firm does not disclose non-public personal information about our customers to anyone,
except in the following circumstances:
• When required to provide services our customers have requested;
• When our customers have specifically authorized us to do so;
• When required during the course of a firm assessment (i.e., independent audit); or
• When permitted or required by law (i.e., periodic regulatory examination).
Within the firm, access to customer information is restricted to personnel who need to know
that information. All firm personnel understand all information handled in firm offices is
confidential and personnel are instructed not to discuss customer information with third
parties unless they are specifically authorized in writing by the customer to do so. This
includes, for example, providing information about a spouse’s IRA to the other spouse or to
children about a parent’s account. To ensure security and confidentiality, the firm maintains
physical, electronic, and procedural safeguards to protect the privacy of customer
information.
The firm will provide you with its privacy policy on an annual basis and at any time, in
advance, if firm privacy policies regarding privacy are expected to change.
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