A. Description of the Advisory Firm
• Astoria Portfolio Advisors LLC. (hereinafter “APA” or “Astoria”) is a Limited Liability Company founded in April 2017 and organized in the State of New York. APA is an independently owned LLC. The majority of APA’s business involves providing investment management services and support to a variety of clients including registered investment advisors, high net worth individuals, corporations, turnkey asset management platforms, and other financial institutions (hereinafter referred to as “clients”). APA is a sub-advisor for the AXS Astoria Inflation Sensitive ETF (Ticker is PPI) and the Astoria US Quality Kings ETF (Ticker is ROE).
• APA’s core business model is providing a comprehensive range of investment management services to small and mid-sized RIAs. As this demographic of RIAs typically does not have an internal investment management team, our services constitute what is typically referred to as Outsourced Chief Investment Officer (OCIO) services. Our four main vectors of service are: o Investment strategies: Astoria manages a range of ETF managed portfolios, quantitative equity portfolios, and customized multi-asset portfolios. o Portfolio construction: In addition to allocating their client’s assets to our myriad core strategies, Astoria works continuously with our RIA clients in the construction and management of customized investment portfolios. o Research: Astoria provides a robust amount of research products to our RIA clients which include market commentaries and a quarterly market review. Additionally, we are contributing editors at multiple media affiliates. o Sub-Advisory services: As a sub-advisor at the custodians Charles Schwab, TD Ameritrade, Wells Fargo, and Fidelity, Astoria physically manages our RIA client’s investment accounts providing a full suite of operational and trading services.
• Astoria has two core methods of delivery for our services to RIA clients: o Model Delivery: In the instance of model delivery (AUA) Astoria does not physically ‘touch client accounts’ by managing our client’s investments at a custodian. We provide these customers with allocations to our investment models along with continuous updates on all model changes. We work with the advisor on the appropriate set model or customized portfolios. We provide continuous and ongoing investment management and portfolio research services to these clients on a direct and reverse inquiry basis for the entirety of their investable assets. Hence, we do not have discretion on these assets, so these are considered Assets Under Advisement (AUA). o Physical Sub-Advisory: In the instance of physical sub-advisory at a custodian (AUM), our full range of contractual services is the same as model delivery, only we ‘touch client accounts’ by physically managing our client’s portfolios via trading and operational services at our mutual custodian. These accounts are where we have complete discretion and are considered Assets Under Management (AUM). o While Astoria’s core business model is providing our full range of investment services to small and mid-sized RIAs, Astoria does manage a small amount of individual client assets with no RIA intermediaries. APA’s research-driven portfolios are structured using a variety of macro-economic, quantitative, and portfolio construction tools. APA has manufactured institutional caliber investment strategies utilizing the benefits of the ETF product (liquidity, tax efficiency, diversification, and transparency). APA applies its quantitative portfolio construction background to additionally create thematic stock portfolio which are largely quantitative and systematic in nature.
• APA’s investment management process is a constant feedback loop between research, portfolio construction, and risk management. Investment decisions are made using strong economic and quantitative rationale backed by data. APA employs ongoing research assessment of these models to manage its investment processes and outcomes.
• Effective 12/30/2021, APA became the sub-advisor for the AXS Astoria Inflation Sensitive ETF (Ticker is PPI). The ETF is an actively managed strategy that seeks to achieve its investment objective by investing principally in securities across multiple assets classes which have the potential to benefit, either directly or indirectly, from increases in the rate of rising costs of goods and services (i.e., inflation). More details about APA’s role as a sub-advisor to PPI can be found in the Sub-Advisory section below.
• Effective 8/1/2023, APA became the sub-advisor for the Astoria US Quality Kings ETF (Ticker is ROE). The Astoria US Quality Kings ETF is an actively managed fund that seeks long-term capital appreciation by investing in 100 high-quality US large-cap and mid-cap stocks, equally weighted and sector optimized. The fund allocates equal weights to the components to mitigate the potential issues associated with market cap-weighted indices. It is sector-optimized, screening for and selecting the highest quality stocks in each respective sector in their weight, as they exist in the S&P 500. More details about APA’s role as a sub-advisor to ROE can be found in the Sub- Advisory section below.
• APA’s Founder, CEO, and CIO, John Davi, is an award-winning research strategist and portfolio manager with over two decades of experience spanning across Macro ETF Strategy, Quantitative Research, and Portfolio Construction. John was Head of Morgan Stanley’s Institutional ETF Content where he produced hundreds of reports over an 8-year period. While working for Morgan Stanley, John advised many of the world’s largest Hedge Funds, Asset Managers, Pensions, and Endowments. John’s ETF content was top-ranked twice by Institutional Investor magazine between 2009 through 2017. John began his career in 2000 doing research on ETFs in Merrill Lynch’s Global Equity Derivatives Research group. During his tenure in research, John produced several hundred reports on ETFs, Futures, Options, & Indices. John was part of a team from 2000 to 2008 that was ranked top 3 by Institutional Investor magazine in 6 of his 8 years. John structured ETF portfolio solutions as early as 2002 for Merrill Lynch’s client base where several billion in assets were raised and executed. John’s research has been recognized and featured on ETF.com, ETFTrends.com, InsideETFs, Institutional Investor Magazine, and he is a regular contributor to CNBC, Bloomberg, and other media outlets. He was recognized by Bloomberg as an “ETF Master Chef” and by CNBC as an “ETF expert”.
• David Clark is President and Head of Business Development for Astoria Portfolio Advisors LLC. He has more than 25 years of experience in the financial services industry. David spent the first 18 years of his career at Merrill Lynch (subsequently Bank of America), holding various institutional sales management and business development leadership roles in London and New York. David was Head of Merrill’s European Convertible Bond, Equity Derivative, ETF and Delta One sales, and sat on the firm’s European Markets Operating Committee. He also served as Head of Bank of America’s Americas International Derivative and Swap sales. Additionally, David was Head of Americas Global Delta One, ETF, Stock Loan Distribution and Product, and a member of the North American Equity Sales Operating Committee. He later spent six years at Société Générale, where he was head of U.S. Sales for Global Securities Financing, overseeing distribution of ETF, Swap and Structured Financing products. David graduated from Villanova University with a Bachelor of Arts degree in Economics and currently sits on the school’s President’s Advisory Council. He lives in Madison, New Jersey with his wife and three children.
• Bruce Lavine is a Senior Strategy Advisor of Astoria Portfolio Advisors LLC. Bruce has a long history in the ETF and asset management business beginning with Barclays Global Investors over 20 years ago. He was one of the earliest employees at iShares and had roles including CFO, Head of Product Development and CEO of iShares Europe. In 2006, Bruce joined WisdomTree as President and Chief Operating Officer. He was there for 10 years as an employee and remains active with WisdomTree today as a member of their Board of Directors. Most recently, Bruce was the CEO of 55 Capital. Bruce has an MBA and BS both from the University of Virginia and he is a Chartered Financial Analyst (CFA). B. Types of Advisory Services Portfolio Management Services
• APA manages investment portfolios for a variety of clients including registered investment advisors, high net worth individuals, corporations, turnkey asset management platforms, and other financial institutions.

• APA will create a portfolio designed to target the advisor and its end client's investment policy goals and risk tolerance. APA will allocate the client's assets among various investments taking into consideration the overall management style and risk tolerance selected by the client. APA’s ETF portfolios consists primarily of passive, market-capitalization weighted, factor-based (sometimes referred to as Strategic or Smart Beta), commodity, liquid alternative, and actively managed funds. Additionally, APA has developed a suite of thematic stock portfolios which are quantitively driven and systematic in nature. APA also offers ESG solutions for investors who desire such outcomes. APA may also hold or supervise actively managed or passive mutual funds, individual stocks, and bonds, non-listed REITs, as well as options, typically resulting from pre- existing client holdings prior to becoming an APA client.
• APA manages portfolios on a discretionary and non-discretionary basis. APA does its own internal macro-economic and quantitative research and leverages these capabilities to design portfolios for investors. At times, individuals from outside of APA may join the firm’s investment committee meetings strictly for the purpose of participating in a group setting discussion on larger macro- economic and investment themes that are currently and prospectively underway. These individuals are in no way functionally involved, with all matters as it pertains to the business, investment, and operational endeavors of APA.
• APA offers its services primarily through other registered financial service intermediaries. APA offers ongoing investment management services based on the client’s goals, objectives, time horizon, and risk tolerance level. APA works closely with these financial service intermediaries to create an agreed-upon Investment Policy Statement, which generally outlines the client’s financial wealth being and risk tolerance levels. Using the parameters set forth in the Investment Policy Statement, APA will then construct a plan to aid in the selection of a portfolio that matches each client's specific situation. Investment management services include, but are not limited to, the following: o Investment strategy o Investment policy statement o Asset allocation o Asset selection o Risk tolerance o Portfolio management and rebalancing
• APA regularly evaluates the current investments of each client with respect to their agreed upon investment strategy, risk tolerance level, and time horizon. APA will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. There may be at times instances where APA does not have discretion and may simply provide an ETF or stock portfolio, portfolio construction analytics, and other investment advisory services to the client. Risk tolerance levels are documented in the Investment Policy Statement.
• APA seeks to provide investment decisions that are made in accordance with the fiduciary duties owed to its accounts and without consideration of APA’s economic, investment or other financial interests. To meet its fiduciary obligations, APA attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, APA’s policy is to seek fair and equitable allocation of investment opportunities & transactions among its clients to avoid favoring one client over another over time. It is APA’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Sub-advisor Services
• APA serves as a sub-advisor to the AXS Astoria Inflation Sensitive ETF (Ticker is PPI). The ETF is an actively managed strategy that seeks to achieve its investment objective by investing principally in securities across multiple assets classes which have the potential to benefit, either directly or indirectly, from increases in the rate of rising costs of goods and services (i.e., inflation). These investments are expected to include, but are not limited to, equity securities of companies engaged in the energy, financials, industrial, and materials sectors, as well as investments in other ETFs that directly or indirectly invest in commodities and fixed income securities. The fund invests in both domestic and international stocks.
• APA serves as a sub-advisor to the Astoria US Quality Kings ETF (Ticker is ROE). The Astoria US Quality Kings ETF is an actively managed Exchange Traded Fund (ETF) that seeks long-term capital appreciation by investing in 100 high-quality US large-cap and mid-cap stocks, equally weighted and sector optimized. The fund allocates equal weights to the components to mitigate the potential issues associated with market cap-weighted indices. It is sector-optimized, screening for and selecting the highest quality stocks in each respective sector in their weight, as they exist in the S&P 500.
• John Davi is the Portfolio Manager for PPI and ROE.
• APA may also act as a sub-advisor to advisers unaffiliated with APA. These third-party advisers would outsource portfolio management services to APA. This relationship will be memorialized in each contract between APA and the third-party adviser. Model Licensing
• APA offers non-discretionary investment advisory services to unaffiliated investment advisers. These licensing activities include the creation and maintenance of investment models. These models and subsequent model changes are communicated as recommended allocations or changes to the advisory firms that license the models. APA provides these recommendations on a non-discretionary basis. APA is not responsible for enacting or making discretionary trades in client accounts with respect to its model licensing activities. Investment adviser firms that license these models from APA are responsible for any discretionary activities with respect to assets they manage according to the models. APA’s compensation for these activities is subject to the terms of a model licensing or a management agreement that is agreed upon with the advisory firm utilizing these services. Outsourced Chief Investment Officer Services
• APA serves as an Outsourced Chief Investment Officer to select clients. In these instances, APA will deliver bespoke investment management solutions, provide consultative services, fund and portfolio construction analytics, model portfolios, and portfolio optimization work in exchange for a fixed dollar amount fee or as a percentage of assets under management. Services Limited to Specific Types of Investments
• APA generally limits its investment advice to stocks as well as ETFs across the equity, fixed income, commodity, and liquid alternatives space. As mentioned previously, APA’s portfolios may include individual equity securities, mutual funds, non-listed REITs, bonds, options, or CDs, typically resulting from pre-existing client holdings prior to becoming an APA client. In these instances, APA will provide guidance on the optimal transition strategy keeping in mind the client’s stated objectives, risk tolerance, and overall investment strategy. APA may use other securities such as options as well to help diversify a portfolio or seek income when applicable. C. Client Tailored Services and Client Imposed Restrictions
• APA will tailor a program for each individual client. This will include an interview session to learn the client’s specific needs and requirements as well as an investment plan that will be executed by APA on behalf of the client. APA may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, risk tolerance, needs, and targets. D. Assets Under Management
• As of December 31, 2023, APA oversees approximately $1,531,775,500 in assets under management and advisement on behalf of its clients and the firm’s sub-advisory business. This number includes assets under management of approximately $376,010,463 in discretionary assets and $1,065,036 in non-discretionary strategies. APA oversees approximately $1,154,700,000 in advisory assets which are non-managed strategies powered by APA’s research and investment management services, portfolio construction analytics, model portfolios, outsourced Chief Investment Officer support, or other non-managed investment assignments.
• As of Dec 31, 2023, there was $57,655,950 in assets in the AXS Astoria Inflation Sensitive ETF (Ticker is PPI) and $69,420,000 in assets in the Astoria US Quality Kings ETF (Ticker is ROE).