A. Description of Advisory Firm
Alphastar Capital Management (“Alphastar”) is a privately held Limited Liability Company organized in the
state of North Carolina, which has provided investment advisory services since 2011. Alphastar’s
Managing Partner is Brian K. Williams. No one individual or entity owns greater than 25% of Alphastar.
Alphastar primarily provides investment advisory services to clients through individuals associated with
Alphastar as Investment Adviser Representatives (“IAR” or “Advisor”). Your communication regarding
your account(s) with Alphastar will primarily be with your Advisor. Your Advisor is required by applicable
rules and policies to obtain licenses to recommend specific investment products and services,
investments, or models depending on the licenses obtained; they may transact business or respond to
inquiries only in the state(s) in which they are appropriately qualified. For more information about your
Advisor, refer to their Brochure Supplement, which is a separate document that is provided to you by your
Advisor along with this Brochure before or at the time you engage Alphastar and your Advisor. If you did
not receive a Brochure or the Brochure Supplement from your Advisor, contact Alphastar at
[email protected].
Some Advisors have other business interests, as described in their Brochure Supplement, and have
established their own legal business entities, a "doing business as" ("DBA") firm, whose trade names and
logos are used for marketing purposes and may appear on marketing materials or client statements. The
DBA's investment advisory and financial planning products and services are provided through Alphastar.
Other business lines, such as brokerage or insurance services and products, are provided through their
DBA, which is unaffiliated with Alphastar. As such, these services and products are not part of the
investment advisory or financial planning services provided by Alphastar and are not covered by the
Investment Management Agreement (“IMA”) that you enter into with Alphastar. Clients should understand
that these business activities are conducted through the Advisor’s separate legal entities and not
Alphastar. Please see Item 5.E. for additional information.
As used in this Brochure, the words “firm”, “Company”, “we”, “our” and “us” refer to Alphastar and its IARs
and the words “you”, “your” and “client” refer to you as either a client or prospective client of our firm.
B. Description of Advisory Services
Alphastar offers investment advisory services to direct clients, subadvisory services to unaffiliated
investment advisory (“UIA”) firms and their clients, retirement plan consulting, financial planning, platform
services for UIA firms and participant account management. Below are descriptions of each. A written
agreement detailing the specific services we will provide to you and the fees you will be charged will be
executed prior to the commencement of any services.
1. Investment Advisory Services to Direct Clients
Alphastar offers investment advisory services on a discretionary or non-discretionary basis, which is
customized to your specific investment objectives and financial needs. Your Advisor will gather data from
you and document your financial circumstances and objectives in order to determine the scope of
services, the appropriate investment strategies and asset allocations that meet your financial objectives.
You are encouraged to consult your own tax, legal and financial professionals before investing in any
investment strategy. It remains your responsibility to promptly notify us if there is ever any change in your
financial or other personal situation, tax status, or investment objectives.
After the scope of services has been determined with your Advisor, we will ask you to sign an IMA, which
specifies the services to be provided, including, among other things, whether your account is managed by
Alphastar on a discretionary or non-discretionary basis. For “discretionary” services, you authorize
Alphastar and your Advisor to buy, sell or hold investment positions or appoint one or more unaffiliated
third-party subadvisers to manage all or a portion of your portfolio without obtaining your prior approval;
whereas “non-discretionary” services require you to initiate or pre-approve investment transactions in your
account(s) before any such transaction can occur.
Your Advisor will select from predefined investment strategies (“Model Portfolios”) or create a custom
investment strategy (“Non-Model Portfolios”) to manage your account(s) in a manner that is consistent
with your investment objectives. A Model Portfolio is designed to achieve a specific investment objective
and consists of several elements, including the investment strategy, asset class selection, asset class
target allocation, and the selection of investment securities. If your account is invested using a Model
Portfolio, your assets will be invested in a manner that is substantially identical to other clients investing in
the same Model Portfolio.
The following contains an overview of the Model and Non-Model Portfolios offered by Alphastar. Your
Advisor will inform you as to which specific investment strategies are intended for use in your account(s).
a. Model Portfolios
Alphastar uses Model Portfolios that are primarily invested in a combination of equities, exchange traded
funds (“ETF”) and mutual funds to implement asset allocation strategies that are either strategic or tactical
in nature. In a strategic Model Portfolio, Alphastar will invest your account using fixed asset allocation
targets and periodically rebalance your account to maintain those targets. By comparison, investments in
a tactical Model Portfolio are selected based on independent research that integrates evaluation of recent
momentum and market fundamentals. Not all Model Portfolio strategies are available to all clients, and
certain strategies are available only to certain clients who invested in such strategies prior to becoming
clients of Alphastar (“Limited Offering Model Portfolios”). Your Advisor may also suggest a blended model
approach (“Blended Model Strategy”) to you. Blended Model Strategy accounts are invested in a
combination of Model Portfolios.
b. Non-Model Portfolios
i. Individual Discretionary
You may choose for your Advisor to create and manage an Individual Discretionary account based on a
chosen strategy. An Individual Discretionary account may, subject to your investment objectives and
qualifications, invest in any type of investment that Alphastar offers including one or more Model
strategies, domestic and international equities, fixed income, real estate investment trusts, commodity
and other alternative investment funds, and fee-based annuity insurance products. See Item 8, Methods
of Analysis, Investment Strategies and Risk of Loss, for additional details about these investment types.
ii. Individual Non-Discretionary
You may choose for your Advisor to create and manage an Individual Non-Discretionary account based
on a chosen strategy. This service is designed for certain clients who desire investment research and
advice, while maintaining full investment authority to direct the individual investments made within their
account. As noted above, Non-Discretionary services require Alphastar to receive your authorization prior
to implementing any investment recommendation. If you select an Individual Non-Discretionary account,
you will retain discretion over all such implementation decisions, and you are free to accept or reject any
recommendation from us.
c. Unmanaged Accounts
From time to time, and at the request of a client, Alphastar agrees to maintain on its systems and report
on certain client account(s) on an unmanaged basis. This type of account is offered as an
accommodation to our clients and is referred to as an “Unmanaged Account”. If you have one or more
Unmanaged Accounts, you should understand that you will maintain full investment authority over the
account. Alphastar does not provide any investment research or advice and must receive your instruction
and authorization prior to entering any client directed investment decision. Unmanaged Accounts will not
receive portfolio management services, investment monitoring, or investment recommendations or advice
for investment holdings of the account. As a result, unmanaged accounts are not charged an advisory fee
but are subject to the Alphastar administrative fee, and any other custodian transactional and other
brokerage related fees (see Item 5, Fees and Compensation).
d. Use of Subadvisers
Alphastar at times appoints an independent third-party manager (“Subadviser”) to actively manage one or
more portfolios on behalf of its clients. Alphastar evaluates various information about the Subadvisers and
the strategies they offer to clients. To the extent possible, Alphastar takes into consideration the
Subadviser’s investment strategies, management style, past performance returns, reputation, financial
strength, reporting, pricing, and research capabilities, among other factors. The specific terms and
conditions under which a Subadviser is engaged are typically set forth in a separate written agreement
between the designated Subadviser and Alphastar. Depending on Alphastar’s arrangement with a
particular Subadviser, the Subadviser will, among other things, (i) send signals to Alphastar regarding
trades to make for a particular Model or Non-Model Portfolio, (ii) exercise trading authority with respect to
a Model or Non-Model Portfolio, or (iii) provide investment research, market commentary, notes and
reports. Each Subadviser maintains its own firm Brochure (Form ADV, Part 2A) and Client Relationship
Summary (Form CRS), which disclose important information about the Subadviser’s firm, its services, and
conflicts of interest. When a Subadviser is engaged to provide services to your account(s) (whether in a
Model or a Non-Model Portfolio), you will grant us the authority in the IMA to receive, on your behalf, each
Subadviser’s Form ADV Part 2A. However, you can revoke this authority at any time by providing us
written notice. We will also provide you a copy of any Subadviser’s Brochure at no charge upon your
written request. Additionally, information on each Subadviser is available on the SEC’s website at
www.adviserinfo.sec.gov. We encourage you to carefully review each Subadviser’s Brochure for
additional information regarding the Subadviser’s investment strategies, processes and associated risks
that impact your accounts.
e. Use of Underlying Funds
Model and Non-Model Portfolios will often invest in equities, ETFs, mutual funds, or other comingled
investment vehicles managed by other investment advisers (“Underlying Funds”). Alphastar, your Advisor
and any applicable Subadviser do not have control of, or discretion, with respect to the management of
such Underlying Funds, and you should refer to the prospectus
or other offering material of such
Underlying Funds for discussion of the investment strategies employed therein, the risks associated with
those strategies, and the fees charged by the Underlying Funds.
f. Participant Account Management
We provide discretionary investment advisory services for Clients with retirement accounts not directly
held with one of our Qualified Custodians, such as defined contribution plan participant accounts. We
regularly review the available investment options in these accounts, monitor them, and rebalance and
implement our strategies in the same way we do other accounts, though using different tools as
necessary. We use a third-party platform to facilitate management of these accounts. We are not affiliated
with the platform and receive no compensation from them for using their platform. As these accounts are
held away from our Qualified Custodians, you must authorize us and connect your accounts to the third-
party platform before your Advisor is able to review and/or rebalance your holdings.
2. Subadvisory Services
Alphastar provides subadviser services to UIA firms. When acting as a subadviser, we employ the same
general investment philosophy and investment strategies that we employ for our other investment
advisory clients (see Item 8, Methods of Analysis, Investment Strategies and Risk of Loss). Alphastar’s
subadvisory services typically include portfolio management as well as platform services such as trading,
billing and debiting of fees from client accounts on behalf of the UIA firm. Alphastar provides subadvisory
services pursuant to a written agreement with each UIA detailing the specific services we provide to the
UIA, and the fees charged to the UIA for such services, among other things. Alphastar does not directly
engage or enter into an Investment Management Agreement with any of the UIA clients. Management
and service of subadvised client accounts, including resolution of billing related matters, remains the
responsibility of the UIA firm as the primary adviser.
3. Pension and Profit-Sharing Plan Consulting Services
Alphastar provides pension and profit-sharing plan consulting services to pensions, profit-sharing and
401(k), 403(b), and other retirement plans. In general, our services include an existing plan review and
analysis, plan-level advice regarding fund selection and investment options, education services to plan
participants, investment performance monitoring, and ongoing consulting. The actual services provided
will vary by client based upon the qualified third-party administrator (“TPA”), plan custodian, and
investment selections available under each plan. As our client, you will select the custodian and qualified
TPA and complete our ERISA IMA, custodian applications, and any other forms required by the TPA, if
one is appointed.
If selected to serve as 3(38) Investment Fiduciary for ERISA purposes, we will select your investments
and manage the plan assets on a discretionary basis. Portfolios will be constructed based on the
investment lineup available within the company sponsored plan. Portfolios offered to plan participants
include asset allocation strategies that invest in mutual funds, ETFs and ETNs. Plan participants have the
option to select from the portfolios provided or create their own custom portfolio from the investment
lineup offered. Alphastar may use subadvisers to manage the plan, and in these instances, you should
receive a copy of each subadviser’s Form ADV Brochure from the subadviser. A description of
Alphastar’s use and review of subadvisers is provided above.
4. Financial Planning
Alphastar’s financial planning services are customizable depending on your needs and generally address
any or all of the following areas: personal budgeting, cash flow analysis, income tax and spending
analysis, asset allocation, investment consulting regarding investments maintained outside of Alphastar,
retirement planning, insurance planning, income tax planning, and estate planning. Prior to engaging us
to provide planning services, you will be required to enter into a Financial Planning Agreement with us
setting forth the terms and conditions of the engagement.
Financial planning is a comprehensive evaluation of your present and future financial state by using
current variables to predict estimated future cash flows, asset values and withdrawal plans. Through the
financial planning process, all questions and information provided to us are considered as they impact
and are impacted by your entire financial and life situation. We typically gather information about your
financial status, tax status, future goals, return objectives and attitudes towards risk through in-depth
interviews with you. We then review the information and any documents that you provide and prepare a
written report, which provides a detailed financial plan designed to assist you in pursuit of your financial
goals and objectives. In performing Financial Planning Services, we are not required to verify any
information received from you or your other professionals (e.g., attorneys, accountants, etc.) and we are
expressly authorized to rely on such information.
You retain absolute discretion over all financial planning decisions and are free to accept or reject any
recommendation from us. Should you choose to implement the recommendations contained in the plan,
we suggest that you work closely with your attorney, accountant, insurance agent, and other financial
professionals. Upon request, we will recommend the services of other professionals for purposes of
implementing our financial planning or consulting advice. You are under no obligation to engage the
services of any such recommended professional.
5. Referral Services for Unaffiliated Investment Advisers
From time to time, Alphastar and its IARs act as referral agents or “promoters” on behalf of third-party
investment advisers pursuant to one or more referral agreements. In such cases, we provide the referred
client with a disclosure statement regarding the role of Alphastar and the IAR as a promoter as well as
related referral fees and conflicts of interest. See Item 10, Other Financial Industry Activities and
Affiliations, for additional details.
6. IRA Rollover Considerations
As part of our investment advisory services to you, your Advisor may recommend that you withdraw the
assets from your employer’s retirement plan and roll the assets over to an individual retirement account
(“IRA”) that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our
management, we will charge you an asset-based fee as set forth in an IMA with respect to such IRA. This
practice presents a conflict of interest because your Advisor has an incentive to recommend a rollover to
you for the purpose of generating fee-based compensation rather than solely based on your needs. You
are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete
the rollover, you are under no obligation to have the assets in an IRA managed by us.
It is important you understand the differences between these types of accounts and to decide whether a
rollover is best for you. Prior to proceeding, if you have questions, contact your Advisor or call our main
number as listed on the cover page of this Brochure. All of our Advisors must act in accordance with their
fiduciary duties, and information regarding IRA consideration information will be made available to them
by Alphastar. We also encourage clients to consult a financial professional or tax advisor prior to making
any decisions regarding your retirement plan, including rollovers to IRAs.
For purposes of compliance with the Department of Labor’s Prohibited Transaction Exemption 2020-02
(“PTE 2020-02”) where applicable, we provide the following acknowledgement to you.
Alphastar and its representatives are fiduciaries under the Investment Advisers Act of 1940. When
providing investment advice to client’s or prospective client’s regarding a retirement plan or individual
retirement account, we are also considered fiduciaries under Title I of the Employee Retirement Income
Security Act (ERISA) and the Internal Revenue Code (IRC), as applicable. The way we make money
creates a conflict of interest, so we operate under a special rule that requires us to act in your best
interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent
advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
• Provide you with basic information about conflicts of interest.
The compensation we receive for our services must be reasonable. Reasonable means the
compensation cannot be excessive but does not mandate that compensation be the lowest possible.
Compensation must be judged in the context of the services provided; therefore, higher compensation
may be reasonable for more comprehensive and detailed services. Whether or not compensation is
reasonable depends on how it compares to alternatives. We encourage you to discuss with your Advisor,
how the compensation for a proposed rollover recommendation is reasonable in light of the proposed
services and alternatives.
7. Platform Services
Alphastar provides trading and client account management platform services to UIAs pursuant to a
written agreement with the UIA detailing the specific services we will provide and fees the UIAs will be
charged for such services, among other things. Alphastar does not directly engage or enter into an
Investment Management Agreement with any of the UIA firm’s clients. Management and service of the
UIA client accounts, including resolution of billing related matters, remains the responsibility of the UIA.
C. Client Imposed Restrictions
Alphastar’s advisory services are provided based on your individual needs and your Advisor will provide
you with the opportunity to impose reasonable restrictions on the management of your Account(s). You
are advised to promptly notify your Advisor if there are changes to your financial situation or investment
objectives or any such restrictions. Please note, however, that while you may impose reasonable
restrictions on your Account(s), you may not limit our discretionary authority with respect to Model
Portfolios (for example, limiting the types of securities that can be purchased or sold for your account).
D. Wrap Fee Programs
Alphastar does not participate in any wrap fee programs.
E. Amounts Under Management
As of December 31, 2023, Alphastar managed $1,146,934,809in client assets on a discretionary basis.