A. Upstart Wealth Management, LLC (“Upstart”, “we”, “us” or “our”) is an investment adviser founded in December 2014, registered with the U.S. Securities and Exchange Commission (“SEC”), and is principally owned by Michael Powsner and Russell Kroeger.
B. We provide investment management and financial planning services primarily to individuals and high net-worth individuals as more fully described below: Investment Management Services We are in the business of managing individually tailored investment portfolios. Our firm provides continuous advice to clients regarding the investment of funds based on their individual needs.
Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client’s personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation target. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background.
Account supervision is guided by the stated objectives of the client (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors, so long as we can reasonably accommodate such restrictions.
Typically, clients appoint and authorize Upstart with discretionary authority. In granting this discretionary authority, the client grants Upstart full power to direct, manage, and supervise the investment and reinvestment of assets in the client’s account. Upstart has full authority to select, purchase, and sell securities for the client’s account, and to place orders with the client’s selected custodial broker-dealer to execute transactions in the account, all without prior consultation with the client. Upstart does not have the authority to effect withdrawals from clients’ accounts subject to the sole exception of Upstart’s investment management fee as more fully set out in “Items 5 – Fees and Compensation” and “Item 15 – Custody” in this brochure.
In some limited circumstances, and in Upstart’s sole discretion, Upstart may accept non-discretionary authority to manage a client’s account. These are accounts that need to remain liquid and not a part of Upstart’s model portfolios for trading purposes. Each time Upstart wishes to make a trade or conducts a transaction for one of these accounts, the firm obtains the client’s consent prior to the transaction.
We generally recommend that our clients’ accounts be managed by an independent investment manager (“Independent Manager”), based upon the stated investment objectives of the client and our model investment portfolios. As of the date of this brochure, we recommend that our clients utilize the services of DGS Capital Management, LLC. When recommending or selecting the Independent Manager for a client, Upstart reviews information about the Independent Manager such as its disclosure statement and/or material supplied by the Independent Manager or independent third parties for a description of the Independent Manager’s investment strategies, past performance and risk results to the extent available. Factors that Upstart considers in selecting or recommending the Independent Manager include the client’s stated investment objectives, the manager’s investment strategy, performance, reputation, financial strength, reporting, pricing, and research. In addition to receiving our written disclosure brochure, the client also receives the written disclosure brochure of the designated Independent Manager.
Financial Planning Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans.
The key defining aspect of financial planning is that through the financial planning process, all questions, information and analysis will be considered as they impact and are impacted by the entire financial and life situation of the client.
Clients are ultimately responsible for implementing or not implementing our financial planning recommendations at their sole and absolute discretion. To the extent our financial planning recommendations address the management of their investable assets, clients are under no obligation to retain us for the management of their investable assets.
In general, the financial plan will address any or all of the following areas of concern. We will work together with the client to select the specific areas to cover. These areas may include, but are not limited to, the following: ●Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income.
Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts.
●College Savings: Includes projecting the amount that will be needed to achieve college or other post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate).
●Employee

Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals.
●Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities.
We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request.
●Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal.
●Investment Analysis: This may involve developing an asset allocation strategy to meet one or more financial goals while respecting a stated risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected custodial broker-dealer. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure.
●Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (i.e., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years.
●Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”).
●Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. This service will also include basic tax planning which will involve tax projections and analysis.
To the extent a client wishes to engage Upstart to prepare and file its federal and/or state tax returns, clients may do so by signing a separate engagement letter. Please note that tax preparation and filing services are generally included as part of the comprehensive investment management and financial planning services we provide for the fees described in Item 5, below.
C. We tailor our advisory services to the individual needs of our clients by taking the time to understand clients’ current financial condition, goals, risk tolerance, income, liquidity requirements, investment time horizon, and other information that is relevant to the management of clients’ account(s). This information will then be used to make investment decisions and recommendations that reflect clients’ individual needs and objectives on an initial and ongoing basis. Our recommendations will allocate portions of clients’ account(s) to various asset classes classified according to historical and projected risks and rates of return.
D. We do not participate in any wrap fee programs.
E. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, 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: i.Meet a professional standard of care when making investment recommendations (give prudent advice); ii.Never put our financial interests ahead of yours when making recommendations (give loyal advice); iii.Avoid misleading statements about conflicts of interest, fees, and investments; iv.Follow policies and procedures designed to ensure that we give advice that is in your best interest; v.Charge no more than is reasonable for our services; and vi.Give you basic information about conflicts of interest.
F. We manage the following amount of discretionary and non-discretionary client assets calculated as of December 31, 2023: i.Discretionary: $247,961,661 ii.Non-Discretionary: $0