ACP CAPITAL MANAGEMENT, LLC ADV PART 2A

Form ADV Part 2 - Brochure (Prepared Pursuant to SEC Rule 204 of the Investment Advisers Act of 1940) Item 1. Cover Page March 2026 ACP CAPITAL MANAGEMENT, LLC 1200 Brickell Avenue, Suite 1700 Miami, FL 33131 Phone: (305) 670-4180 Fax: (305) 670-4182 Website: www.acpcapitalmanagement.com ACP Capital Management, LLC (“ACP Capital”) is an SEC registered investment adviser. As an investment adviser, ACP Capital provides investment advice to clients for compensation. This includes advice on the value of securities and the advisability of investing in, purchasing, or selling securities. ACP Capital may also issue or publish analyses or reports concerning securities as part of its regular business. about the contents of this please contact ACP Capital at This brochure provides information about ACP Capital’s qualifications and business practices. If you have any questions email brochure, ffrazao@acpcapitalmanagement.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. information about ACP Capital Management, LLC is available on the SEC’s website at Additional www.adviserinfo.sec.gov.  Item 2. - Material Changes Made to this Brochure Since our most recent annual update, ACP Capital has made the following changes to our advisory business: - No changes have been made to this brochure as of the last update. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 2  Item 3. - Table of Contents ITEM 1. COVER PAGE..................................................................................................................................................... 1 PLAIN ENGLISH ............................................................................................................................................................. 2 ITEM 2. - MATERIAL CHANGES MADE TO THIS BROCHURE ............................................................................................... 2 ITEM 3. - TABLE OF CONTENTS ....................................................................................................................................... 3 ITEM 4. - ADVISORY BUSINESS ....................................................................................................................................... 4 ITEM 5. - FEES & OTHER COMPENSATION ....................................................................................................................... 5 ITEM 6. – PERFORMANCE-BASED FEES ............................................................................................................................ 7 ITEM 7. – TYPES OF CLIENTS .......................................................................................................................................... 7 ITEM 8. – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ............................................................... 8 ITEM 9. – DISCIPLINARY INFORMATION ......................................................................................................................... 9 ITEM 10. – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................................ 9 ITEM 11. – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ................ 10 ITEM 12. – BROKERAGE PRACTICES .............................................................................................................................. 11 ITEM 13. – REVIEWS OF ACCOUNTS AND REPORTS TO CLIENTS ...................................................................................... 12 ITEM 14. – CLIENT REFERRALS AND OTHER COMPENSATION .......................................................................................... 12 ITEM 15. – CUSTODY ................................................................................................................................................... 13 ITEM 16. – INVESTMENT DISCRETION ........................................................................................................................... 13 ITEM 17. – VOTING CLIENT SECURITIES ........................................................................................................................ 13 ITEM 18. – FINANCIAL INFORMATION .......................................................................................................................... 13 ACP Capital Management, LLC - Form ADV Part 2 - Brochure 3  Item 4. - Advisory Business ACP Capital Management, LLC, (hereinafter “ACP Capital”) is a registered investment adviser that was organized in November 2005 as a Florida limited liability company. The firm is entirely owned by ACP Capital Holdings, LLC. Esteban Endere owns 33.34% and Ezequiel Bidau and Piero Siveroni each own 33.33 % of ACP Capital Holdings, LLC. The following paragraphs describe our business including services and fees. Each investment advisory service is listed below and describes our advisory services.. Investment Management Services As a SEC Registered Investment Advisor, ACP Capital provides investment advisory services to individuals as well as to institutional clients. When providing investment advisory services to its clients, ACP Capital investment advisory services are provided through various types of discretionary and non-discretionary accounts (the “Accounts”) in accordance with each client’s investment objective and pursuant to the terms outlined in its investment advisory agreement. ACP Capital discretionary and non-discretionary investment management services include the design, structure, and implementation of investment strategies for Managed Accounts. Investment advisory activities focus on investments in various kinds of assets and securities in a variety of markets that are intended to be in the client’s best interest considering the client’s objectives, strategies and risk profile as described by each client during an interview process. Clients may impose restrictions on investing in certain securities or types of securities. Each agreement typically defines the services to be provided, and the fees will be agreed on in the advisory agreement. Regardless of the type of account (discretionary or non-discretionary) the client enters into, ACP Capital has continuous and regular supervisory or management services over the relationship. The overall advisory services offered by ACP Capital falls within the following categories listed below. Non-Discretionary Advisory Services ACP Capital provides non-discretionary advisory services to both institutional and retail clients in accordance with a nondiscretionary advisory agreement between ACP Capital and the client. Under the non-discretionary mandates, ACP Capital designs a specific investment strategy considering each client’s risk profile, investment objective and financial goal outlook. In a non-discretionary relationship, ACP Capital will provide investment advice to clients and will discuss the recommendations and obtain the clients consent prior to implementing the advised strategy. It is up to the client to execute the strategy with their individual custodian. However, ACP Capital will, when authorized by the client, may assist in the implementation of such strategies by forwarding instructions to the client’s custodian and arranging/effecting the purchase or sale of the securities we advise on. Each client is required to sign an investment advisory agreement (non-discretionary) where they state their investment objectives, risk profile and overall financial profile. In the agreement, ACP Capital clearly discloses all fees and costs associated with the investment advisory mandate. Also, in this agreement ACP Capital discloses and the client acknowledges if there is cash compensation to a promotor for referring the relationship to ACP Capital. Each agreement defines the services to be provided and fees to be charged. The fees will be agreed to in the advisory agreement. ACP Capital also provides recommendations regarding the investment of securities and cash in a client’s account. These services are individually tailored to each client’s needs and such advice may be provided to accounts with assets maintained at various third parties. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 4  Discretionary Advisory Services ACP Capital offers discretionary Separately Managed Accounts that focus on investments in specific and limited kinds of assets and securities, in limited markets, or they may be broad-based across many asset classes and markets. Such accounts are intended to fit within the investor’s objectives, strategies and risk profile as described by each client. The strategies utilized for these customized accounts are based on ACP Capital core strategies for different investment objectives and goals. Currently, ACP Capital discretionary managed accounts fall within the following profiles: When we provide investment advisory services to private funds and/or manage model portfolios we do so following the specific investment goal or strategy of the fund or portfolio we are engaged to manage. Traditional Investment Portfolios: ACP Capital offers a variety of traditional investment portfolios invested in stocks and bonds with different investment management styles. The portfolios are designed to suit the differing needs, objectives, and risk tolerances of clients. The different styles include cash management portfolio, conservative portfolio, balanced portfolio, and growth portfolio. Structured Products and Emerging Markets Fixed Income Portfolios: ACP Capital manages separate accounts for clients in the structured fixed income portfolio, an asset class consisting of debt instruments typically backed by collateral such as residential and commercial mortgages, equipment leases, small business loans, structured settlements, and other potential income generating investments. Manager and/or Investment Manager of Private Investment Vehicles and Private Funds: ACP Capital manages private investment vehicles that invest in unique opportunities that become available from time to time. In this regard, ACP assists with the implementation of the funds overall investment strategy of the vehicle. ACP is granted broad management via a management agreement giving it the authority to make decisions, manage and act as authorized agent for the exclusive purposes of making investment decisions. ACP Capital is responsible for "investing and managing the clients’ assets and has the power to, upon its own discretion with no other consent needed from the client to act and implement the investment strategy by purchasing and liquidating securities and other assets of the fund. . A n o t h e r r o l e t h a t m a y h a v e i s t h a t o f overseeing and supervising Sub-advisor, that may be hired, to ensure that they are executing the strategy as described in the Fund’s offering memorandum. ACP Capital does not have custody of any of the funds or clients assets. Client assets are held by a qualified custodian. Please be aware that ACP Capital has a conflict of interest when it advises clients to invest in the funds that they manage as they benefit from increased assets within the funds because it will have the opportunity to earn greater fees. We mitigate this conflict by only providing investment advice that is in the best interest of the client. Model Portfolios: ACP Capital designs and manages model portfolios to meet specific strategies for its clients. These portfolios are detailed below. Each model portfolio is constructed with specific investment objectives in mind, such as capital preservation, balanced market exposure, or high growth potential. By utilizing a combination of fixed income, equities, and alternative investments, these portfolios aim to provide diversified solutions that align with various investor goals and risk tolerances. Some of these model portfolios are designed in conjunction with other asset managers that provide ACP Portfolio definition and design expertise. Below you will find further details on the composition, risk management strategies, and minimum investment requirements for each model portfolio.: ACP Capital Management, LLC - Form ADV Part 2 - Brochure 5  ACP Balanced Model Portfolio The ACP Balanced Model Portfolio seeks higher returns through a blend of fixed income, equities, and alternative investments. With moderate risk, it targets investors seeking capital protection and balanced market exposure, combining fixed income stability with equity appreciation. The portfolio invests in funds and ETFs with a minimum of $200MM AUM and a 3-year track record, with fund exposures ranging from 1% to 18%. Minimum investment is $250,000. ACP Conservative Model Portfolio The ACP Conservative Model Portfolio prioritizes capital preservation and liquidity through low-risk investments. Primarily focused on short to long-term fixed income via funds and ETFs, it includes T-Bills, municipal and corporate bonds, and emerging market debt. A small allocation is made to high-quality global equities. Designed for investors with low-risk tolerance, it aims for market returns comparable to investment-grade bonds while mitigating volatility. Minimum investment is $250,000.. ACP Growth Model Portfolio The ACP Growth Model Portfolio targets high returns through significant exposure to US and global equities, complemented by allocations to cash, fixed income, and alternatives. Designed for investors with higher risk tolerance, the portfolio focuses on capital appreciation and dividend income from top-tier funds investing in high- quality companies. Minimum fund AUM is $200MM, with fund exposures ranging from 1% to 18%. Minimum investment is $250,000.. Blackrock | UCITS & ETF Model Portfolios Target Allocation UCITS All Accumulating Portfolios The BlackRock Target Allocation UCITS All Accumulating Portfolios offer diversified investment solutions designed to match various risk profiles and financial goals. These portfolios range from conservative fixed-income options to aggressive equity-focused strategies, utilizing BlackRock's sophisticated risk management technology, Aladdin. With a focus on cost-effectiveness and transparency, the portfolios provide exposure to international markets and diverse asset classes, including non-traditional investments like gold. Managed by experienced professionals, these portfolios aim to translate investor outcomes into well-diversified allocations, actively positioning for enhanced returns while limiting downside risk. The portfolios are constructed using USD UCITS ETFs, with strategic rebalancing occurring approximately 4-6 times per year. Target Allocation ETF All Accumulating Portfolios The BlackRock Target Allocation ETF Models are core, ETF-based portfolios designed for a full spectrum of risk profiles, from conservative to aggressive. These models use a disciplined, dynamic approach-rebalancing four to six times per year-to adapt to changing market conditions. Strategic and tactical asset allocation is guided by long-term views and short-term opportunities, with a moderate U.S. equity overweight and added gold exposure for diversification. Risk is actively managed using BlackRock’s Aladdin platform, and portfolios maintain cost efficiency with net expense ratios from 0.13% to 0.18%. Allocations span global equities, fixed income, and alternatives, aiming for consistent, risk-aware outcomes Long Horizon ETF Models The BlackRock Long Horizon ETF Models are designed for long-term investors, employing a strategic approach with annual rebalancing. These models utilize ETFs to provide diversified exposure across various asset classes. The investment process starts with a long-term strategy, adapts to changing market conditions through tactical asset allocation, and selects cost-effective investment vehicles. Risk is managed using Aladdin Technology, with a target risk budget of 300 bps. The latest adjustments include reaffirming an equities overweight and shortening duration in U.S. Treasuries, reflecting a preference for stocks and anticipation of lower volatility. Long Horizon UCITS The BlackRock Long Horizon UCITS Strategies offer globally diversified, multi-asset portfolios catering to seven distinct risk profiles, from 100% fixed income to 100% equity. Managed by BlackRock's Model Portfolio Solutions ACP Capital Management, LLC - Form ADV Part 2 - Brochure 6  Group, these strategies utilize ETFs as building blocks, blending quantitative and qualitative portfolio management within a rigorous research and investment process. January 2025 saw shifts influenced by President Trump's inauguration, robust U.S. economic data, and key central bank decisions. The portfolios aim for risk-adjusted returns, rebalancing 1-2 times annually, and are constructed using accumulating ETF UCITS share classes and ETFs listed on the Mexican SIC. JP Morgan Strategic UCITS ETF Models The J.P. Morgan Strategic UCITS ETF Models offer globally diversified portfolios spanning a range of risk profiles, constructed with J.P. Morgan Mutual Funds and ETFs. These models take a long-term (3-5 year) approach to asset allocation, seeking to outperform their benchmarks with similar risk levels. Key to their strategy are the alpha generated by underlying managers and asset allocation decisions. Specific portfolio allocations range from 0/100 equity to fixed income ratio on the most conservative to 100/0 on the most aggressive allocation. BNY Mellon Target Risk Offshore Portfolios The BNY Mellon Target Risk Offshore Portfolios are a series of eleven risk-based, multi-style portfolios designed for non-U.S. investors in Mexico, Argentina, and Brazil. These portfolios, denominated in U.S. dollars, offer global diversification through a blend of offshore UCITS, ETFs, and mutual funds. Managed by BNY Mellon Advisors, the portfolios cater to varying risk tolerances and financial goals, providing a core investment solution with institutional- quality management. The investment process includes asset allocation, portfolio construction, investment vehicle due diligence, and ongoing monitoring to manage risk and capitalize on market opportunities. With a minimum investment of $50,000, these portfolios aim to deliver consistent, risk-controlled returns. Dimensional Wealth Models Dimensional Core Market ETF Wealth Models These models utilize Dimensional's Core Market ETFs to provide a broad, diversified investment approach. Designed for investors seeking a balance between growth and risk management, the models offer varying equity allocations to align with different risk tolerances and investment goals. By incorporating core equity and fixed income ETFs, the portfolios aim to capture a wide range of market exposures while maintaining a focus on cost-efficiency. The models are constructed with the understanding that asset allocation is a primary driver of long-term investment success, and they are regularly reviewed and rebalanced to maintain their intended asset mix. These models may be suitable for investors looking for a straightforward, diversified investment solution using ETFs. Dimensional Core ETF Wealth Models The Dimensional Core ETF Wealth Models offer a diversified investment strategy using a selection of Dimensional's core ETFs. These models are designed to cater to various risk profiles by adjusting the allocation between equity and fixed income ETFs. The portfolios seek to provide investors with a balance of growth potential and risk management through broad market exposure. Emphasizing a disciplined, long-term approach, the models are regularly monitored and rebalanced to maintain their target asset allocations. The Core ETF Wealth Models aim to deliver efficient market exposure while aligning with an investor's specific risk tolerance and investment objectives, making them suitable for a range of investors. Dimensional Core Wealth Models These models are built using Dimensional's core investment strategies, focusing on a diversified approach to wealth accumulation. The models strategically allocate assets across various market segments, balancing equity and fixed income to align with different risk appetites. Designed for investors seeking long-term growth with a prudent approach to risk, these portfolios emphasize broad market exposure and diversification. Regular monitoring and rebalancing ensure the models stay aligned with their intended asset allocation targets. The Dimensional Core Wealth Models offer a comprehensive investment solution for those looking to build wealth through a well-diversified, risk- managed portfolio. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 7  Dimensional Core Plus ETF Wealth Models The Dimensional Core Plus ETF Wealth Models aim to enhance returns by strategically incorporating a mix of core and complementary ETFs. These models go beyond traditional core investments to include exposures to small-cap value, high profitability, and emerging markets, alongside core equity and fixed income. Designed for investors seeking potentially higher returns while maintaining a diversified portfolio, these models adjust asset allocations based on risk tolerance. Regular rebalancing ensures the portfolios stay aligned with their target asset mix. The Core Plus ETF Wealth Models offer a sophisticated approach to investing, combining core market exposure with strategic tilts to potentially improve long-term performance. Dimensional Core Plus Wealth Models These models build upon the core investment philosophy by incorporating additional asset classes and strategies to potentially enhance returns. Designed for investors seeking to outperform traditional benchmarks, the portfolios include a mix of core equity and fixed income, along with allocations to small-cap, value, and international equities. The models adjust asset allocations to align with different risk profiles, offering a range of options for investors. Regular monitoring and rebalancing ensure the portfolios maintain their intended asset mix. The Dimensional Core Plus Wealth Models provide a comprehensive investment solution for those looking to achieve potentially higher returns through strategic diversification and active management within a core framework. Dimensional Tax-Sensitive Wealth Models The Dimensional Tax-Sensitive Wealth Models are specifically designed to minimize the impact of taxes on investment returns. These models focus on utilizing municipal bonds and tax-efficient equity strategies to help investors keep more of their investment gains. By carefully selecting assets with favorable tax characteristics and managing asset location, the portfolios aim to reduce tax liabilities. The models offer various asset allocations to align with different risk tolerances and investment goals. The Tax-Sensitive Wealth Models are ideal for investors in high tax brackets who seek to optimize their after-tax investment returns through strategic asset allocation and tax- efficient investment vehicles. Dimensional Sustainability ETF Wealth Models These models focus on investments that meet specific sustainability criteria, using ETFs to align with environmental, social, and governance (ESG) principles. Designed for investors who prioritize both financial returns and positive social impact, the portfolios allocate assets to companies with strong sustainability practices. The models offer varying equity allocations to cater to different risk profiles and investment objectives. By integrating sustainability considerations into the investment process, these models aim to promote responsible investing while seeking competitive returns. The Sustainability ETF Wealth Models are suitable for investors who want their investments to reflect their values and contribute to a more sustainable future. Dimensional Sustainability Wealth Models The Dimensional Sustainability Wealth Models are designed for investors who prioritize environmental, social, and governance (ESG) factors alongside financial returns. These models invest in companies demonstrating strong sustainability practices, aiming to create a positive impact while seeking competitive investment performance. The portfolios allocate assets across a range of sustainable equity and fixed income investments, offering diversification and alignment with ESG principles. With varying asset allocations to suit different risk tolerances, these models provide a comprehensive approach to sustainable investing. The Sustainability Wealth Models are ideal for investors looking to integrate their values into their investment strategy and contribute to a more sustainable world. Dimensional Social Wealth Models These models are constructed with a focus on investments that align with specific social values and ethical considerations. Designed for investors who want their portfolios to reflect their commitment to social responsibility, the models prioritize companies with positive social impacts and strong corporate governance. The portfolios offer diversified exposure to socially responsible investments, balancing equity and fixed income allocations to align with different risk profiles. By integrating social considerations into the investment process, these models aim to promote positive change while pursuing financial returns. The Social Wealth Models are suitable for investors seeking to make a difference through their investments and support companies that align with their values. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 8  These model portfolios are discretionary in nature and are designed to afford the client an investment in a strategy for a single fee. As such these strategies are considered part of ACP Capitals’ Wrap Fee Program. For more information on the model portfolios, risks, fees and potential conflict please see ACP Capital Wrap Fee Brochure. Please be aware that when we advise you to invest in any of the model portfolio’s listed above we have a conflict of interest as these are proprietary in nature and benefit ACP by increasing our asset base upon which we charge. As a client, you may also find similar strategies from different managers that more favorable fee structure. We mitigate these conflicts by ensuring that we only advise you to invest when it is in your best interest. We also revise our fee structure to ensure it is competitive and adequate in relation to the services we offer. WRAP Fee Program: Under our wrap fee program, clients pay a single, asset-based fee that generally covers portfolio management, trade execution, custody of assets, and standard brokerage services provided by our unaffiliated custodian, Charles Schwab & Co., Inc. (“Schwab”). As the sponsor of our program, we are independently owned and operated and not affiliated with Schwab, which serves solely as broker-dealer and custodian. Schwab does not provide investment advice, exercise discretion, or monitor our management of your account. We manage wrap fee accounts similarly to non-wrap accounts in terms of investment selection and ongoing monitoring. However, wrap accounts differ in that the transaction charges for trades executed through Schwab are included in the wrap fee, while non-wrap clients pay transaction charges separately from advisory fees. Because we pay for these transaction costs out of your wrap fee, we have a financial incentive to reduce trading or other account costs in wrap accounts, which creates a potential conflict of interest. The wrap fee program may not be suitable for all investors. For example, accounts that maintain substantial cash or cash-equivalent positions, fixed income securities, or no-transaction-fee mutual funds for extended periods may find the wrap fee more expensive than a traditional fee structure. Before selecting this program, you should carefully compare the total costs associated with our wrap fee arrangement to the costs of engaging other advisers, broker- dealers, and custodians for similar services on a separate-fee basis. Various factors, including account size, trading frequency, and types of assets held, may affect the cost-effectiveness of the wrap fee program. See Item 5. Consolidated Wealth Reporting ACP offers Consolidated Wealth Reporting Services (“Consolidated Reporting") to clients who have agreed to receive such service in combination with their existing discretionary management and/or non-discretionary advisory services, or under a separate Consolidated Reporting agreement. Consolidated Reporting entails aggregating clients’ account(s) information as received from the clients’ third-party custodians and/or broker-dealers and reporting the consolidated information via a third-party wealth data technology platform under contractual agreement with ACP. ACP does not manage or advise on the assets included in the Consolidated Reporting unless the client has entered into a discretionary management or advisory agreement for those assets with ACP. Consolidated Reporting is provided at a fixed fee per consolidated account, independent of ACP’s management and advisory fees. The fixed Fee may be rebated, adjusted, or waived at the sole discretion of ACP. When calculating Management Fee and/or Advisory Fee, ACP does not include the value and performance of the assets in the Consolidated Reporting. Consolidated Reporting is intended for informational purposes only and generally includes reporting on metrics deemed relevant by ACP or agreed to between ACP and the client, including asset allocation and performance. When offering Consolidated Reporting, ACP relies on information provided by third-party custodians, broker-dealers, and/or administrators of the reporting assets and is therefore not liable for the accuracy or completeness of the information. Assets Under Management As of December 31, 2025, ACP Capital manages $360,343,993 on a discretionary basis and $0 on a non- discretionary basis. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 9  Item 5. - Fees & Other Compensation The management fees charged by ACP Capital are established in each client’s written agreement. For the its model portfolio, ACP Capital bundles, or “wraps,” investment advisory, portfolio management, and most brokerage, custody, clearing, settlement, and other administrative services together and charges a single fee. For more information, please see ACP Capital’s Wrap Fee Brochure. For non Model Portfolio Management Services Portfolio Size Annualized Fee First $1,000,000 1.50% Next $2,000,000 1.25% Next $4,000,000 1.00% Next $3,000,000 0.75% Next $40,000,000 0.50% Over $50,000,000 Negotiable Fixed Income Accounts Portfolio Size Annualized Fee First $1,000,000 0.25% Next $4,000,000 0.20% Over $5,000,000 0.10% For investments in Model Portfolios ACP charges a maximum of 1.75% on a yearly basis. Specifically, for portfolios comprised of structured products and emerging market fixed income, ACP Capital charges a management fee of 1.50% of assets under management along with a performance-based fee of up to 20% of the annual gross profits for the account, payable annually in arrears, unless otherwise negotiated to qualified clients. The performance fee allocation is subject to a “high water mark” provision. No performance fee will be charged, except to the extent that the amount of the capital increase exceeds the sum of any cumulative loss in the account on a yearly basis. For the purposes of calculating our performance-based fees, the year shall be deemed to commence on January 1 and end on December 31. Discounts and Minimums ACP Capital, in its discretion, may negotiate the advisory fee and/or the minimums set forth above in appropriate circumstances. We may also set the initial advisory fee at a lower rate for a temporary period on a promotional basis. However, please be aware that the ensuing service fees will always be clearly disclosed in the ACP Capital investment management agreement you sign. ACP Capital will deduct the fees from your account as authorized in the investment management agreement. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 10  Fees are billed quarterly, in arrears, and are based on the amount of the assets under management on the last day of the quarter. ACP Capital reserves the right to liquidate a portion of the account assets to cover the advisory fee and other expenses at any time. Fees are usually deducted from a designated Client asset account to facilitate billing. The Client must consent in advance to direct debiting of their account. We recommend that you review our invoices and compare them with the statement(s) you receive from the qualified custodian. Please call our main office number, located on the cover page of this brochure, if you have any questions about your statement or invoice. At the inception of investment management services, the first pay period’s fees will be calculated on a pro-rata basis. The Advisory Agreement between you and ACP Capital will continue in effect until either party terminates the Agreement in accordance with the terms of the Agreement. ACP Capital's annual fee will be pro-rated through the date of termination, and the client will be responsible for the payment of all unpaid fees. Additional Fees and Expenses All fees paid to ACP Capital for investment advisory services are separate and distinct from the fees and expenses charged by custodians, broker/dealers, banks and/or other service providers to you. For example, some products may impose other fees and expenses, such as mutual funds or exchange traded funds to their shareholders. These fees and expenses are described in each fund's prospectus. These fees generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. We generally seek to avoid funds with sales charges. However, some funds may have early redemption fees if sold prior to the expiration of their holding periods. A client could invest in a mutual fund or exchange traded fund directly, without the services of ACP Capital. In that case, the client would not receive the services provided by ACP Capital which are designed, among other things, to assist the client in determining which mutual funds or exchange traded funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and the fees charged by ACP Capital to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Model Portfolios: In addition to the services outlined in this brochure, our model portfolios incur specific fees. For the ACP Model Portfolios, fees include an annual advisory fee billed quarterly, which covers portfolio management and administrative costs. There may also be underlying fund fees applicable to the ETFs and mutual funds within these portfolios. Additionally, there may be trading costs associated with rebalancing these portfolios. WRAP Fee Program: Under our wrap fee program, we charge a single, asset-based fee that covers our advisory services as well as certain brokerage and custodial services provided by Schwab. Our standard wrap fee schedule is up to 1.75% of assets under management, assessed quarterly in advance. Wrap accounts and non-wrap accounts are subject to different fee structures, and our wrap fee schedule may not apply to non-wrap clients. The specific maximum and minimum fees, and whether fees are negotiable, are disclosed in this brochure and in your advisory agreement. Please refer to the ACP Capital WRAP Brochure for additional details regarding your account’s fee schedule. While the wrap fee generally covers portfolio management and standard brokerage costs at Schwab, certain other fees and expenses are not included. These may include, but are not limited to, internal expenses charged by mutual ACP Capital Management, LLC - Form ADV Part 2 - Brochure 11  funds and ETFs (as disclosed in their prospectuses), mark-ups or mark-downs, bid-ask spreads, wire transfer fees, or transaction charges if trades are executed through a broker-dealer other than Schwab. If such “trading away” occurs, you may incur additional charges on top of the wrap fee. We pay Schwab for brokerage services out of the wrap fee. This creates a conflict of interest, as we maximize our compensation by seeking to minimize the costs we incur on your behalf. As a result, we have an incentive to reduce trading activity in wrap fee accounts. In most cases, Schwab does not charge commissions for online trades of U.S. equities, ETFs, and options (subject to Schwab’s per contract fee), but you should review Schwab’s current pricing to compare the total costs of participating in a wrap fee arrangement versus paying for brokerage and advisory services separately. We encourage you to discuss the relative costs, benefits, and appropriateness of the wrap fee program for your particular situation with us before enrolling. Item 6. – Performance-based Fees Performance-based fees are defined as fees based on a share of capital gains or capital appreciation of the assets held in a client’s account. ACP Capital may charge a performance fee (if applicable complying with rule 205-3 of the Investment Adviser Act). Performance-based fees could be billed quarterly or annually. With respect to ACP Capital’s management of Client assets, performance fees give rise to certain conflicts of interest. Specifically, ACP Capital’s entitlement to performance fees in managing one or more accounts may create an incentive to take risks in managing those accounts that ACP Capital would not otherwise take in the absence of such fee arrangements. Additionally, since performance fees reward for performance in accounts which are subject to such fees, ACP Capital may have an incentive to favor these accounts over those that have only asset-based fees with respect to trading opportunities, trade allocation, and allocation of new investment opportunities. Generally, ACP Capital addresses these conflicts by utilizing an investment allocation policy designed to treat all Clients fairly and equitably and only advice the investment in strategies that are in the client’s best interest. . Item 7. – Types of Clients ACP Capital currently provides investment advice to high-net-worth individuals, private funds, and separately managed accounts, as well as other types of institutions, corporations or business entities. ACP Capital generally stipulates a minimum dollar value of assets under management of $250,000 and a minimum of $1,000,000 for Structured Fixed-Income Portfolios. An exception may be made to any of the minimums by ACP Capital. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 12  Item 8. – Methods of Analysis, Investment Strategies and Risk of Loss With regards to the digital advisor, please review the Wrap brochure for complete information on that program. Please see below for more information on the digital advisor. ACP Capital hired BCP Global as its sub-adviser to leverage operational and portfolio management efficiencies and to offer its clients the convenience and better experiences derived from an online and mobile solution. ACP Capital selected BlackRock Model Portfolio Solutions because, being one of the largest asset managers in the world, BlackRock has extensive global teams of analysts, portfolio managers and strategists, leveraging state- of-the-art resources to analyze market information and risks, providing them robust capabilities in the design and management of global model portfolios that reflects in their overall performance. The line-up of BlackRock sponsored and managed ETFs and UCITS is broad, comprehensive, and known for its efficiency. The investments offered by the Adviser will be integrated in a platform, where clients will answer a series of personal and investment related questions, thus setting a recommended allocation between portfolios available through the program. Investing in securities involves risk of loss that clients should be prepared to bear. ACP Capital, in its role as investment advisor and fiduciary, supervises and customizes the investment profile questionnaire, provides parameters for the algorithm controlling the portfolio recommendations, and monitors the investment management process, including portfolio rebalancing. If the client’s account is being managed on a discretionary basis, ACP Capital can select the identity and amount or quantity of securities to be bought or sold. Through Adviser’s strategy, Adviser seeks asset preservation and capital appreciation of clients’ portfolios by customizing asset allocations and selecting investment vehicles that it believes will align clients’ risk / return expectations with long term and short term investment needs and goals. The asset class allocations forecasts and expectations are analyzed and invested in various financial instruments, typically include equity, fixed income, mutual funds and ETFs, among others. Adviser will select and monitor the investment vehicles for each asset class in the portfolios based on their history and prospective risk and return characteristics, and determine suitability for each client’s needs, as well as, estimated fees and expense. Investing in securities involves risk of loss of capital that clients should be prepared to bear. Please carefully review the following section on Investment Risks. Material Risks for Significant Investment Strategies Please see the ADV Part 2 Wrap brochure for complete details of the risks in that program. While it is the intention of Adviser to implement strategies which are designed to minimize potential losses suffered by its client, there can be no assurance that such strategies will be successful. It is possible that a client may lose a substantial proportion or all of its assets in connection with investment decisions made by Adviser. The following is a discussion of typical risks for Adviser’s clients, but it does not purport to be a complete explanation of the risks involved with Adviser’s investment strategies. There is no guarantee that in any time period, particularly in the short term, a client’s portfolio will achieve appreciation in terms of capital growth or that a client’s investment objective will be met by Adviser. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 13  The value of the securities in which Adviser invests on behalf of its clients may be volatile. Price movements may result from factors affecting individual companies, sectors or industries that may influence certain strategies or the securities market as a whole. Furthermore, a client will be subject to the risk that inflation, economic recession, changes in the general level of interest rates or other market conditions over which Adviser will have no control may adversely affect investment results. Adviser notes that while Adviser’s management of accounts may not involve direct leveraging, or other risk factors discussed below, the underlying funds and other investments that comprise client accounts may engage in practices that can materially impact the performance of such fund or investment, which in turn may materially impact the value of Adviser’s clients’ portfolios. Market Risk Market risks affect the value of the investment portfolio, are usually broad-based, and include adverse developments deriving from political, regulatory, market or economic events that affect issuers, sectors, industries, segments, or regions. Investment Style or Asset Class Risks Different stages in the business and economic cycle may negatively affect certain investment styles (for example: growth, value, large cap, or small cap stocks, etc.) or asset classes (for example: emerging markets debt, real estate, etc.) These negative return periods could last several years. Growth Company Risks Growth companies derive their valuations, for the most part, from future earnings and cash flow growth. Economic slowdowns may disproportionately affect the valuation of growth companies. Small- and Mid-Cap Company Risks Smaller sized companies have narrower customer bases, heightened reliance on suppliers, less access to financing and, in general, a higher level of exposure to changes in the business environment. Sector Risks Issuers belonging to similar sectors or industries may be affected by the same events or developments. High Yield Risks Issuers of bonds with a credit rating below investment grade are more susceptible to changes in the business and economic conditions, increases in interest rates, and restrictions in their access to financing. Credit Risks These risks refer to issuers and counterparties being unable or unwilling to pay its obligations. A less robust financial condition, especially in terms of access to funds or liquidity, tends to increase credit risk. Interest Rate Risks These risks refer to the loss of value in fixed income investments, including preferred shares, as interest rates rise, and prices must adjust to reflect higher required yields. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 14  Currency Risks These risks refer to the possibility that the value of a currency in which the investor has a long exposure becomes less valuable in terms of the investor’s base currency. Liquidity Risks Liquidity relates to the ability to sell an investment in a timely manner. The market for relatively illiquid securities tends to be more volatile. Investments in relatively illiquid securities may restrict the ability of a fund or portfolio manager to dispose of investments at a price and time that it wishes to do so. The risk of illiquidity also arises in the case of over-the-counter transactions as there is no regulated market and the bid and offer prices will be established solely by dealers in these contracts. Settlement Risks Execution may expose a client to the credit risk of parties with whom the Adviser, on behalf of the client and through the Broker-Dealer, trades and to the risk of settlement default. Clearing, settlement, and registration systems in emerging markets are less developed and may provide increased risks. Short Selling Risks We typically will not directly engage in short selling in client accounts. However, we may invest in funds and other securities on behalf of clients that may sell securities short. Short selling by a fund manager can significantly impact the value and volatility of a fund held in a client’s account. The possible losses from selling short differ from losses that could be incurred from a cash investment; the former may be unlimited, whereas the latter can only equal the total amount of the cash investment. Short selling activities are also subject to restrictions imposed by the various national and regional securities exchanges. Emerging Markets Risks Investment strategies may include direct and indirect investments in securities in emerging markets and such investments involve special considerations and risks. These include a possibility of nationalization, expropriation or confiscatory taxation, foreign exchange control, political changes, government regulation, social instability or diplomatic developments which could affect adversely the economies of such countries or the value of a client’s investments, and the risks of investing in countries with smaller capital markets, such as limited liquidity, price volatility, restrictions on foreign investment and repatriation of capital, and the risks associated with emerging economies, including high inflation and interest rates and political and social uncertainties. In addition, it may be difficult to obtain and enforce a judgment in a court in an emerging country. Investments in products of emerging market may also become illiquid which may constrain our ability to liquidate some or all of a client’s portfolio holdings. Accounting standards in emerging market countries may not be as stringent as accounting standards in developed countries. Hedging transactions may increase risks of capital losses Adviser can utilize hedging strategies primarily to protect and preserve capital as well as yield enhancement. Investment products in which Adviser invests clients’ accounts may utilize a variety of financial instruments, such as options, for risk management purposes. While hedging transactions may seek to reduce risk, such transactions may result in a worse overall performance. Certain risks cannot be hedged, such as credit risk, relating both to particular securities and counterparties. Adviser will not always invest in funds or other investment vehicles that utilize hedging strategies. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 15  Leverage Adviser does not currently utilize and employ leverage under its current strategies. Such strategies may include the borrowing and short selling of securities, bonds, foreign exchange and the acquisition and disposal of certain types of derivative securities and instruments, such as swaps, futures and options. While leveraging creates an opportunity for greater total returns, it also exposes a client to a greater risk of loss arising from adverse price changes. Where leverage is indirect (e.g., used by a fund manager for a fund in which Adviser’s client is invested) a sharp decrease in the value of the investment can have a significant impact on a client’s portfolio. Foreign currency markets Adviser’s investment strategies can cause a client to be exposed to fluctuations in currency exchange rates where it invests directly or indirectly in securities denominated in currencies other than U.S. dollars. Adviser does not engage in direct foreign currency trading. However, the underlying funds and other investment vehicles may engage in direct foreign currency trading. The markets in which foreign exchange transactions are effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods of time, often within minutes. Foreign exchange trading risks include, but are not limited to, exchange rate risk, interest rate risk and potential interference by foreign governments through regulation of local exchange markets, foreign investment, or particular transactions in foreign currency. Investment Concentration Some client accounts may have a high concentration in one sector, industry, issuer or security that may subject such accounts to greater risk of loss in the event such investments take an economic downturn. ETF Risks including Net Asset Valuation and Tracking Error ETF performance may not exactly match the performance of the index or market benchmark that the ETF is designed to track because 1) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark; 2) certain securities comprising the index or market benchmark tracked by the ETF may, from time to time, temporarily be unavailable; and 3) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. Certain ETF strategies may from time to time include the purchase of fixed income, commodities, foreign securities, American Depositary Receipts, or other securities for which expenses and commission rates could be higher than normally charged for exchange-traded equity securities, and for which market quotations or valuation may be limited or inaccurate. Clients should be aware that to the extent they invest in ETF securities they will pay two levels of advisory compensation – advisory fees charged by the Adviser plus any management fees charged by the sponsor of the ETF. An ETF typically includes embedded expenses that may reduce the fund's net asset value, and therefore directly affect the fund's performance and indirectly affect a client’s portfolio performance or an index comparison. Expenses of the fund may include investment management fees, custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses may change from time to time at the sole discretion of the ETF sponsor. ETF tracking error and expenses may vary. Material Risks for Particular Types of Securities The internet advisor uses almost exclusively ETFs. The material risks involved with investing are described above. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 16  Methods of Analysis The following are different methods of analysis that we may use when providing you with investment advice: Fundamental Analysis: This is a technique that attempts to determine a security’s value by focusing on underlying factors that affect a company's actual business and its future prospects. The term refers to the analysis of the economic well-being of a financial entity as opposed to only its price movements. Risks associated with fundamental analysis include that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical Analysis: This is a technique that relies on the assumption that current market data (such as charts of price, volume, and open interest) can help predict future market trends, at least in the short term. It assumes that market psychology influences trading and can predict when stocks will rise or fall. The risk of market timing based on technical analysis is that charts may not accurately predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Sources of Information To facilitate investment decisions, we may obtain information from a variety of sources including but not limited to financial publications and the media; inspections of corporate activities and entities; research materials provided by others; corporate rating services; annual reports; prospectuses; and filings with the Securities and Exchange Commission as well as company press releases. The material risks of using such information include incomplete filings, inaccurate ratings, and potential misinformation. Investment Strategies The investment strategies used to implement any investment advice given to the clients include long-term purchases (securities held at least a year); short term purchases (securities sold within a year); trading (securities sold within 30 days); short sales; margin transactions and option writing, including covered options, uncovered options, or spreading strategies. Investment Risk General Investment Risk: ACP Capital strives to produce investment returns that will meet or exceed major indices within the realm of publicly traded equities and fixed income investments. Our portfolio management process considers risk tolerance and investment time horizon. However, Clients should understand that investing in securities involves the risk of loss that they should be prepared to bear. Investments, unlike savings and checking accounts at a bank, are not insured by the government to protect against market losses. Different market instrument carry different types and degrees of risk, and you should familiarize yourself with the risks involved in the particular market instruments you intend to invest in. Loss of Value: There can be no assurance that a specific investment will achieve its investment objectives and past performance should not be seen as a guide to future returns. The value of investments and the income derived may fall as well as rise and investors may not recoup the original amount invested. Investments may also be affected by any changes in exchange control regulation, tax laws, withholding taxes, international, political, and economic developments, and government, economic or monetary policies. Interest Rate Risk: Fixed income securities and funds that invest in bonds and other fixed income securities may ACP Capital Management, LLC - Form ADV Part 2 - Brochure 17  fall in value if interest rates change. Generally, the prices of debt securities rise when interest rates fall, and their prices fall when interest rates rise. Longer term debt securities are usually more sensitive to interest rate changes. Credit Risk: Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile. Performance is subject to market fluctuations. Past performance is not indicative of future results, nor is there any assurance that the selected investments will achieve the investment objectives sought by the client. Item 9. – Disciplinary Information Investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of an adviser or the integrity of the adviser’s management. Adviser has no information applicable to this Item. Please visit www.adviserinfo.sec.gov at any time to view ACP Capital’s registration information and any applicable disciplinary action. Item 10. – Other Financial Industry Activities and Affiliations Associated Persons providing investment advice on behalf of our firm may also be registered representatives with ACP Securities, LLC, a securities broker-dealer, and a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). These persons will receive commission- based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by these persons in their capacities as registered representatives is separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. Clients of our firm have the option to purchase investment products that we recommend through other brokers and agents that are not affiliated with our firm. ACP Capital has policies and procedures in place to monitor all Client transactions and all Client transaction costs will be disclosed, are appropriate and consistent with our fiduciary duty to the Client. Commodity Pool Operator, Commodity Trading Adviser, Futures Commission Merchant Registration Neither Adviser nor its management persons or associated persons are registered or associated with the Commodity Futures Trading Commission (“CFTC”) as a futures commission merchant (“FCM”), a commodity pool operator (“CPO”) or a commodity trading advisor (“CTA”) or an associated person of the foregoing entities. Other – Financial Affiliates ACP Capital is affiliated with ACP Securities, LLC through common control and ownership. ACP Securities, LLC is a securities broker-dealer, and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). ACP Securities, LLC (“ACP Securities”), a securities broker- dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation, and its custodian and clearing firm, Pershing, LLC (“Pershing”). ACP Securities, LLC is affiliated with our firm through common control and ownership. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 18  There is a conflict in that ACP Capital will have a preference to execute brokerage transactions through ACP Securities, LLC. However, the Adviser will consider other broker/dealers who may be able to provide better execution. ACP Capital will refer clients to ACP Securities, LLC only if ACP Securities LLC is properly registered in the client's state of residence. Item 11. – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics ACP Capital has adopted a Code of Ethics (the “Code”) to address investment advisory conduct. The Code focuses primarily on fiduciary duty, personal securities transactions, insider trading, gifts, and conflicts of interest. The Code includes ACP Capital's policies and procedures developed to protect Client’s interests in relation to the following topics:  The duty at all times to place the interests of Clients first;  The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the code of ethics.  The responsibility to avoid any actual or potential conflict of interest or misuse of an employee’s position of trust and responsibility;  The fiduciary principle that information concerning the identity of security holdings and financial circumstances of Clients is confidential; and  The principle that independence in the investment decision-making process is paramount. A copy of ACP Capital's Code of Ethics is available upon request to the Chief Compliance Officer at ACP Capital's principal office address. Personal Trading Practices At times ACP Capital and/or its Advisory Representatives may take positions in the same securities as Clients, which may pose a conflict of interest with Clients. ACP Capital and its Advisory Representatives will generally be “last in” and “last out” for the trading day when trading occurs in close proximity to Client trades. We will not violate our fiduciary responsibilities to our Clients. Front running (trading shortly ahead of Clients) is prohibited. Should a conflict occur because of materiality (i.e., a thinly traded stock), disclosure will be made to the Client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e., a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Investment Banking Activities During its investment banking or other activities, ACP Securities, LLC and its affiliates may acquire confidential or material non-public information. ACP Capital will not be free to divulge to clients, or to act upon, such information with respect to its management of client accounts. There may be periods when ACP Securities, LLC or its affiliates may not be able to effect for client accounts certain types of transactions in securities of companies for which ACP Securities, LLC or its affiliates is performing investment banking or other services. For example, during certain periods when ACP Securities, LLC is engaged in an underwriting or other distribution ACP Capital Management, LLC - Form ADV Part 2 - Brochure 19  of securities of a company, it may be prohibited from effecting the purchase or sale of certain securities of that company for any of ACP Capital's advisory clients. In connection with its investment banking activities, ACP Securities, LLC may receive underwriting fees or other compensation from issuers of securities purchased, held, or sold in clients' accounts. In addition, ACP Capital may be prohibited from purchasing certain securities for certain clients who are employed in the brokerage or financial services industries. ACP Capital its affiliates, and their officers, directors, and employees may give different advice, take different action, or hold or deal in different securities for any other client or account, including ACP Capital's and ACP Securities, LLC's own accounts or those of their affiliates, from the advice that they give, action they take, or securities they hold or deal for clients' accounts. Such transactions would be based on different investment objectives. Outsourced Compliance Officer ACP Capital has outsourced the Chief Compliance Officer (CCO) responsibilities to a third-party firm, which could create a conflict of interest if the outsourced CCO has other clients or business relationships that could impact their ability to provide unbiased compliance oversight for ACP Capital. Carlos Gonzalez, the firm’s Chief Compliance Officer, serves as outsourced Compliance Officer. We do not believe that the relationship creates a conflict with ACP Capital because Mr. Gonzalez does not manage investments with any FINRA registered Broker- Dealers or State or SEC/State Registered Investment Advisors. Mr. Gonzalez is a Consultant of Cima Financial Regulation Consultants, which provides Regulatory Compliance, Anti-Money Laundering, and Financial Operations consulting services. Item 12. – Brokerage Practices Clients can select their custodian or broker/dealer of their choice for custody and transaction execution. If a client selects their custodian/broker-dealer ACP Capital will use this broker/dealer for transaction execution. As such and because most broker dealers do not allow clients to trade away, ACP Capital may be limited in its ability to seek other trading counterparties and obtain best execution. On these instances, ACP Capital will rely on the broker/dealer’s best execution policies and procedures. As previously mentioned in this brochure, because of our affiliations when a clients requests that we recommend a broker/custodian for their securities we recommend ACP Securities and Pershing, LLC. The practice of executing transactions for advisory accounts through ACP Securities, LLC, our affiliate, poses a conflict of interest as we will benefit our affiliate by increasing the transactions and assets under their management which generates greater revenues for them. Associated Persons with our firm who are licensed as registered representatives or otherwise have a financial interest in ACP Securities, LLC, may receive commissions and other transaction-related compensation from ACP Securities, LLC in connection with client securities transactions. We have adopted compliance procedures and a code of ethics to address all possible conflicts of interest and to require our Associated Persons to adhere to our fiduciary duty of fair dealing with clients. Please Section 10 above Execution of Transactions When selecting brokerage firms to recommend to our clients, we consider such firms' reputation, execution capabilities, commission rates, and the ease of trading and management of clients’ accounts by having the majority of client accounts resident at the same brokerage firm. Please be aware thatprice is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided, the firm's reputation, ACP Capital Management, LLC - Form ADV Part 2 - Brochure 20  execution capabilities, commission rates, and responsiveness to our clients and our firm. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage In limited circumstances, and at our discretion, some clients may instruct our firm to use one or more particular brokers for the transactions in their accounts. If you choose to direct our firm to use a particular broker, you should understand that this will prevent our firm from effectively negotiating brokerage commissions on your behalf. This practice may also prevent our firm from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Block Trades We combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or Associated Persons may participate in block trading with your accounts; however, they will not be given preferential treatment. Item 13. – Reviews of Accounts and Reports to Clients Accounts are typically reviewed by the Chief Compliance Officer or designee, Esteban Endere, or Randall S. White on a periodic basis or as needed due to market conditions or transactional activity, amongst other items Factors Triggering a Review There are no specific triggering factors leading to a review. Client Reports Clients of the Adviser receive at least quarterly reports from their qualified Custodian. The Adviser urges clients to compare the statements received from their custodian with any consolidated report provided by the Adviser. Clients should immediately inform the Adviser of any discrepancy noted between the custodian records and the reports clients received from the Adviser. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 21  Item 14. – Client Referrals and Other Compensation Promotion Fees Paid The SEC's Marketing Rule 275.206(4)-1 permits ACP Capital to compensate individuals and/or entities for client referrals. Any Promoter Agreements will comply with the Investment Advisers Act of 1940 and applicable state regulations, as well as all applicable federal and state laws. Promoters are required to provide full written disclosures to prospective clients that describe the terms and fee arrangements between the adviser and the Promoter prior to or at the time of entering into the advisory agreement. Currently, ACP Capital does pay certain individuals for promotion services. Item 15. – Custody ACP Capital does maintain custody of any client funds or securities. All assets are typically held by qualified custodians, which means the custodians provide account statements directly to clients at their address of record. Clients receive monthly or quarterly statements from the broker-dealer, bank, or other qualified custodian that holds and maintains the client’s investment assets. Each client should carefully review the information provided by their broker or custodian and compare it with the information provided by ACP Capital when evaluating account performance, securities holdings, and transactions. The client should alert ACP Capital of any discrepancies noted, as applicable. Item 16. – Investment Discretion ACP Capital offers Portfolio Management Services to its advisory clients on both a discretionary and non- discretionary basis. ACP Capital will manage client accounts on a discretionary basis if the client has granted discretionary authority in the client advisory agreement that has been executed by the client. Discretionary authority extends to the type and amount of securities to be bought and sold and does not require advance client approval. ACP Capital does not have the ability to withdraw funds or securities from the client’s account. Clients may limit our discretionary authority if they wish by, for example, setting a limit on the type of securities that can be purchased for your account. Clients must provide restrictions or guidelines in writing. In a non-discretionary account, an Associated Person of ACP Capital recommends the purchase or sale of securities for review and approval by their clients. ACP Capital will only purchase or sell securities which have been approved by clients in advance. The specific terms of the investment advisory relationship between each client and ACP Capital are set forth in the client's Investment Management Agreement (the “Agreement”). Item 17. – Voting Client Securities ACP Capital does not vote proxies on behalf of clients. It is the client's responsibility to vote proxies. Clients will receive proxy materials directly from the custodian. Questions about proxies may be made via the contact information on the cover page. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 22  Item 18. – Financial Information The Adviser has no financial commitment that impairs its ability to meet client contractual and fiduciary commitments. Also, the Adviser has not been the subject of a bankruptcy proceeding. ACP Capital Management, LLC - Form ADV Part 2 - Brochure 23  ACP Capital Management, LLC - Form ADV Part 2 - Brochure 24