TORO WEST CAPITAL ADVISORS, LLC

dsfa Item 1 – Cover Page FORM ADV PART 2A BROCHURE May 31, 2025 357 McCaslin Blvd., Suite 200 Louisville, Colorado 80027 P: (720) 319-8517 W: www.torowestcapital.com __, 2024 This brochure provides information about the qualifications and business practices of Toro West Capital Advisors, LLC. If you have any questions regarding the contents of this brochure, please do not hesitate to contact us at (346) 293-7842 or by email at compliance@torowestcapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. level of skill or Toro West Capital Advisors, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain training. Additional information about Toro West Capital Advisors, LLC is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes Form ADV Part 2A requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our initial Part 2A filed in May 2024, Toro West Capital Advisors, LLC has no material changes to report in this newest version.  Item 3 - Table of Contents Item 1 – Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 - Advisory Business ............................................................................................................................ 5 A. Description of the Advisory Firm ..................................................................................................... 5 B. Types of Advisory Services ............................................................................................................... 5 C. Client-Tailored Advisory Services ..................................................................................................... 8 D. Assets Under Management ............................................................................................................. 8 Item 5 - Fees and Compensation .................................................................................................................. 8 A. Wealth Management Services - Investment Advisory and Wealth Planning .................................. 8 B. Payment of Fees ............................................................................................................................. 10 C. Clients Responsible for Fees Charged by Financial Institutions and External Managers .............. 10 D. Prepayment of Fees ....................................................................................................................... 10 E. Outside Compensation for the Sale of Securities or Other Investment Products to Clients ......... 10 Item 6 - Performance-Based Fees and Side-by-Side Management ............................................................ 11 Item 7 - Types of Clients .............................................................................................................................. 11 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ...................................................... 11 A. Methods of Analysis and Risk of Loss ............................................................................................ 11 B. Material Risks Involved .................................................................................................................. 13 Item 9 – Disciplinary Information ............................................................................................................... 17 Item 10 – Other Financial Industry Activities and Affiliations .................................................................... 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions ................................................. 18 A. Description of Code of Ethics ......................................................................................................... 18 Item 12 – Brokerage Practices .................................................................................................................... 18 A. Factors Used to Select Custodians and/or Broker-Dealers ............................................................ 18 B. Trade Aggregation.......................................................................................................................... 21 Item 13 – Review of Accounts..................................................................................................................... 21 A. Periodic Reviews ............................................................................................................................ 21 B. Other Reviews and Triggering Factors ........................................................................................... 22 C. Regular Reports .............................................................................................................................. 22 Item 14 – Client Referrals and Other Compensation .................................................................................. 22 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients .............................. 22 B. Compensation to Non-Supervised Persons for Client Referrals .................................................... 22 Item 15 – Custody ....................................................................................................................................... 22  Toro West Capital Advisors Disclosure Brochure Item 16 – Investment Discretion ................................................................................................................ 23 Item 17 – Voting Client Securities ............................................................................................................... 23 Item 18 – Financial Information .................................................................................................................. 23 4  Toro West Capital Advisors Disclosure Brochure Item 4 - Advisory Business A. Description of the Advisory Firm Toro West Capital Advisors, LLC (“Toro West” or the “Firm”) is a limited liability company organized in the State of Colorado. Toro West is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”). Toro West is owned by Chris Rebich and Jeremy Shevlin. B. Types of Advisory Services Toro West provides investment advisory and family office wealth planning services to investors, including ultra-high net worth individuals and their families, trusts, estates, individual retirement entities, non- profit entities, family offices, and other business entities. Our mission is to offer wealth management services to investors and families seeking a trusted partner to advise them on their journey to better invest their time and money. These wealth management services are tailored to each client’s needs and generally encompass a combination of comprehensive investment advisory and wealth planning services which are further outlined below. Toro West can also provide these services on a stand-alone basis. Toro West generally provides wealth management services on a continuing and ongoing basis, yet select services may occasionally be performed on a fixed time project-consulting basis. Prior to engaging Toro West, each client enters into one or more agreements that define the tailored services, terms, conditions, authority, and responsibilities of Toro West and the client. Investment Advisory Services Investment Services Investment philosophy and capital markets education Investment policy statement development Investment portfolio construction Investment manager/securities search Investment manager/securities selection Investment manager/securities monitoring   Discovery and memorialization of client’s vision, values, and goals    Portfolio implementation     Portfolio rebalancing  Buy, sell, and trade investment managers/securities Investment Reporting Illiquid capital call tracking & performance reporting  Investment data aggregation services  Consolidated performance reporting  Asset class and manager level performance reporting  24/7 access to client portal  Private investment reporting   Tax related reports (realized gain/loss, income, dividends, taxable distributions)  Tax form (K1, 1099s) retrieval, delivery and tracking 5  Toro West Capital Advisors Disclosure Brochure Balance Sheet Advice Liquidity, debt, strength and sustainability advice   Credit consulting - shop, vet, negotiate and introduce potential credit providers  Manage lines of credit  Risk management Cash Flow and Liquidity Management  Spending/withdrawal policy development  Spending / withdrawal execution  Cash flow planning and modelling  Capital call & distribution administration  Monitoring & raising cash for capital calls Concentrated Stock / Wealth Assets  Monetization strategy development  Advise on concentration risk  Advise and guide on SEC insider reporting requirements  Advise, execute, and manage hedging strategies  Oversee, report and manage vesting schedules  Provide comprehensive concentrated position reporting Wealth Planning Services In conjunction with other professionals, advise client on wealth management matters including: Income tax planning  Pre and post liquidity/transaction planning  Wealth strategy – including trust and estate planning   Asset protection  Philanthropic planning and giving Services sourced by Toro West but not provided directly Insurance planning & risk management  Family governance & legacy planning  CFO and controller services  Tax credit sourcing and purchasing  Business, trust & estate legal drafting services and advice  Corporate trustee services   Bill pay  Tax attorney & CPA strategic services  Tax return preparation and filing Toro West offers investment advisory services tailored to each client’s life circumstances, financial goals, objectives, needs and wants. In conjunction with the client, the client’s tailored investment policy statement (Policy) is developed based on the client’s investment preferences and objectives, spending/income needs, risk tolerance/capacity, time horizon, liquidity preferences, estate planning needs, and environmental, social, and governance (ESG) preferences (if any). 6  Toro West Capital Advisors Disclosure Brochure The Policy outlines various investment parameters that provide the framework and guide us when making investment decisions about each client’s portfolio. Clients retain Toro West on both a discretionary and non-discretionary basis. In providing discretionary management services, Toro West maintains a limited power of attorney to effect securities transactions (in accordance with the client’s investment objectives and limitations as set forth in the respective client agreement and/or Policy) on behalf of a client without the client’s prior approval of each specific transaction. Such discretionary authority and engagement will continue until a client notifies us otherwise in writing. Clients reserve the right to limit our discretionary authority by providing us with written communication that details restrictions and other guidelines. Toro West also offer our services on a non-discretionary basis, whereby we are required to obtain client consent prior to executing any trades on a client’s behalf. Accordingly, the client maintains the ultimate decision-making authority regarding the purchase or sale of investments in its account. Prospective clients should be aware that pursuant to such non-discretionary arrangement, Toro West could be limited in reaching clients in a timely manner and aggregating such trades with other client orders, which could result in the execution of a transaction at a different price from those aggregated trades. Toro West never takes discretion for recommended private partnership offering investments. The securities utilized by Toro West for investment in client accounts mainly consist of exchange traded funds (ETFs), registered mutual funds, direct index tax managed separate accounts, separate account managers, public and private REITs, interval funds, private funds and co-invests, closed end funds, direct equity securities and individual issue corporate bonds, if we determine such investments fit within a client’s objectives and are in the best interest of our clients. Publicly traded securities will be managed within client’s designated accounts at their respective custodian, pursuant to the agreed upon terms in the client agreement. For additional information, please see Item 12 – Brokerage Practices and Item 15 – Custody. Toro West may suggest that clients consider having all or part of their investment portfolio managed on a discretionary basis by external independent third-party separate account managers, professional asset managers, or investment platforms ("External Managers"). Client’s may need to sign a separate agreement with External Managers that outlines the terms and conditions of their engagement. Toro West assists clients in sourcing, selecting and monitoring these External Managers. Management fees charged by the selected External Managers, as well as the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, are separate from and in addition to the annual advisory fee charged by Toro West. Note Regarding Tax or Legal Advice: In providing services, Toro West does not offer or otherwise provide tax or legal advice. Toro West will, at a client’s direction and approval, work with a client’s existing tax or legal professionals to assist in the provision of the services. Fees charged by any tax, legal or other third- party professionals are the responsibility of the client. Toro West may refer professionals; however, there is no compensation to Toro West for these referrals, and clients are under no obligation to use the referred service providers. Note for IRA and Retirement Plan Clients: When Toro West provides investment advice regarding client’s retirement plan accounts or individual retirement accounts, Toro West is performing their duty as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal 7  Toro West Capital Advisors Disclosure Brochure Revenue Code, as applicable, which are laws governing retirement accounts. The way Toro West is compensated may create some conflicts with Client’s interests, so Toro West operates under a special rule that requires Toro West to act in Client’s best interest and not put Toro West’s interest ahead of Client’s. C. Client-Tailored Advisory Services Clients may impose reasonable restrictions on the management of their accounts if Toro West determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Toro West’s management efforts. Information Received From Clients Toro West will not assume any responsibility for the accuracy or the information provided by clients. Toro West is not obligated to verify any information received from a client or other professionals (e.g., attorney, accountant) designated by a client, and Toro West is expressly authorized by the client to rely on such information provided. Under all circumstances, clients are responsible for promptly notifying Toro West in writing of any material changes to the client’s financial situation, investment objectives, time horizon, or risk tolerance. D. Assets Under Management As of this filing, Toro West had $208,315,075 in regulatory assets under management, of which $128,533,978 was discretionary, and $79,781,097 was non-discretionary. Item 5 - Fees and Compensation Toro West charges fees based on a percentage of assets under management as well as fixed fees, depending on the types of services to be provided. The specific fees charged by Toro West for services provided will be set forth in each client’s agreement. A. Wealth Management Services - Investment Advisory and Wealth Planning Toro West charges wealth management fees that are agreed upon with each client and set forth in the Client agreement executed by Toro West and the client. Fixed and/or or fees based on percentage of value of assets under management for wealth management services will be specified on the fee schedule as set forth in the client agreement executed by Toro West and the client. Wealth management services fee are charged quarterly in advance based on the asset value of the client’s accounts as of the last day of previous quarter. The wealth management services fee for the initial quarter is calculated on a pro rata basis commencing on the day that the client’s accounts are designated to Toro West for management. Clients may make additions to and withdrawals from their accounts at any time, subject to Toro West’s right to not accept or terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to decline to accept particular securities into a client’s account. Clients may withdraw account assets at any time on notice to Toro West, subject to the usual and customary securities settlement procedures. If assets are deposited or withdrawn to or from the client’s accounts in an amount that exceeds $10,000 after the services starting date as outlined in the client agreement or inception of the quarter, the wealth management services fee payable with respect to the deposited or withdrawn assets will be billed pro rata in arrears and applied to the next quarterly billing cycle. However, the Firm generally designs its portfolios as long-term investments and the withdrawal of assets may impair the 8  Toro West Capital Advisors Disclosure Brochure achievement of a client’s investment objectives. Toro West may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level and/or tax ramifications. The asset value of client accounts and funds is provided by third-party services, such as pricing services, custodians, fund administrators, and client provided sources. The wealth management services fee charged by the Firm will apply to all of the client’s assets under Toro West’s management, unless specifically excluded in the client agreement or noted in this brochure. In addition, Toro West charges a one-time onboarding fee outlined in the fee schedule below which is due and payable upon the execution of the client agreement. This onboard fee compensates Toro West for the time and costs incurred in collecting and reviewing a client’s various legal documents, tax returns, establishing working relationships with the client’s professional team, retitling of assets, and assistance in opening client’s accounts at the custodian. For purposes of fee calculation, assets under management include cash and cash equivalents, as well as margined securities. Toro West does not reduce management fees for margin borrowing, regardless of whether the assets are in cash or other securities. Toro West has a financial incentive to recommend that clients borrow money for the purchase of additional securities for the client’s account managed by Toro West or otherwise not liquidate some or all the assets Toro West manages. Toro West addresses this conflict of interest by this disclosure and working to ensure that any recommendation to a client regarding the use of margin is suitable for the client. Following is Toro West’s standardized tiered asset-based fee schedule for wealth management services: FEE SCHEDULE Market Value of Assets / Breakpoints First $10,000,000 Next $20,000,000 Next $20,000,000 Amount over $50,000,000 Rate 0.95% 0.85% 0.75% 0.65% Note: Minimum annual fee is $25,000. One time startup fee is $15,000. Toro West reserves the right to lower or eliminate the minimum annual fee and/or waive part or all of our one-time start-up fee. These decisions will be made at Toro West’s discretion, depending on the individual circumstances of each case. Toro West’s policy is to include all related client accounts, specifically the accounts of direct family members sharing the same residence address, for purposes of determining a client’s market value of assets. Additional Information Regarding Fees 9  Toro West Capital Advisors Disclosure Brochure The client agreement between Toro West and the client may be terminated at will by either Toro West or the client upon written notice. Toro West does not impose termination fees when the client terminates the wealth management services, except when agreed upon in advance. B. Payment of Fees Toro West generally deducts its wealth management services fee from a client’s investment account(s) held at client’s custodian. Upon engaging Toro West to manage such account(s), a client grants Toro West this limited authority through a written instruction to the custodian of his/her account(s). Although clients generally are required to have their wealth management services fees deducted from their accounts, in some cases, Toro West will directly bill a client for investment management services fees if it determines that such billing arrangement is appropriate given the circumstances. The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating separate line items for all amounts disbursed from the client's account(s), including any fees paid directly to Toro West. C. Clients Responsible for Fees Charged by Financial Institutions and External Managers In connection with Toro West’s management of an account, a client will incur fees and/or expenses separate from and in addition to Toro West’s advisory fee. These additional fees may include transaction charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate account manager (and the manager’s platform manager, if any), limited partnership, or other advisor, transfer taxes, odd lot differentials, exchange fees, interest charges, 401K aggregation management software fees, ADR processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and other transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may be borne by a brokerage account. For External Managers, clients should review each manager’s Form ADV 2A disclosure brochure and any contract they sign with the External Manager (in a dual contract relationship). The client is responsible for all such fees and expenses. See Item 12 of this brochure regarding brokerage practices. D. Prepayment of Fees As noted in Item 5(B) above, Toro West’s wealth management services fees are generally paid in advance. Upon the termination of a client’s relationship, Toro West will issue a refund equal to any unearned fee for the remainder of the quarter. The client may specify how he/she would like such refund issued (i.e., a check sent directly to the client or, if available, a check sent to the client’s custodian for deposit into his/her account). E. Outside Compensation for the Sale of Securities or Other Investment Products to Clients Toro West does not buy or sell securities and does not receive any compensation for securities transactions in any client account, other than the wealth management services fees noted above. 10  Toro West Capital Advisors Disclosure Brochure Item 6 - Performance-Based Fees and Side-by-Side Management Toro West does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance- based fees. Toro West’s fees are calculated as described in Item 5 above. Item 7 - Types of Clients Toro West provides services to investors, including ultra-high net worth individuals and their families, trusts, estates, individual retirement entities, non-profit entities, family offices, and other business entities. Toro West does not impose a minimum portfolio size or a minimum initial investment to open an investment management services account. For the provision of wealth management services, Toro West requires a minimum fee of $25,000, although we may make exceptions at our discretion. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Risk of Loss Toro West offers investment advisory services tailored to each client’s life circumstances, financial goals, objectives, needs and wants. In conjunction with the client, the client’s investment policy statement (Policy) is developed based on the client’s investment preferences and objectives, spending/income needs, risk tolerance/capacity, time horizon, liquidity preferences, estate planning needs, and environmental, social, and governance (ESG) preferences (if any). Fundamental investment principles form the cornerstone of Toro West’s investment approach, aimed at systematically lowering portfolio risk and increasing returns. Toro West’s philosophy and approach to providing investment advisory services is to evaluate goals, needs, wants, risk tolerances and considerations, and then tailor an investment mix using the following tenets and principles.  In our view, discipline drives long-term returns and management of risk  Defining a strategy drives results o A written investment policy, is discipline by design o Education is an edge to avoid money losing behavioral traps o Understanding capital market returns & risks allows investors to better align their portfolio to their situation. o Focusing on long-term results over market cycles and understanding biases works to enhance successful decision making  o Tuning out the noise and short termism is critical o Expect and lean into market corrections (they are normal) Broadening the investment opportunity set optimizes risk/return o Diversify among and within asset classes – including uncorrelated assets 11  Toro West Capital Advisors Disclosure Brochure o Long-term capital is an unfair advantage and typically should have an equity bias o Illiquid private investments present distinct return enhancements opportunities and/or risk reduction benefits, yet have challenges and are not for everyone  Tailoring and blending a mix of passive and active investment strategies in seeking to optimize returns o Efficient low-cost market & thematic indexing can be suitable for efficient asset classes (such as traditional bonds) o Active management is suitable for inefficient asset classes (such as emerging market public equites and direct real estate)   Finding qualified active managers is vital for inefficiently priced asset classes Portfolios should be constructed in a manner that allows investors to remain invested through the most adverse and euphoric market conditions o Many investors build portfolios with risk levels designed to create comfort “on average” rather than understanding the importance of surviving the most severe market events o Severe market events will happen from time-to-time and should be expected For clients seeking investments that reflect their environmental, social, and governance values (“ESG”) we further tailor a client’s portfolio associated with their ESG values and goals. Toro West offers both exclusionary and proactive approaches to ESG investing, collaborating with direct index separately managed account providers to create personalized portfolios that align with clients’ values through ESG screens, exclusions, and thematic tilts, while also integrating sustainability factors into public equity and fixed income investments, partnering with active fund managers recognized for their expertise in ESG integration. In addition to the tenants, principles and approach outlined, Toro West uses one or more of the following methods of analyses or investment strategies for evaluating different types of investments or external managers when providing investment advice to clients. Fundamental Analysis - is a method used to assess the true value of a security or asset class by examining economic and financial factors. This analysis may include reviewing historical and current valuation metrics, financial statements, annual reports, government filings, and business activities. It does not predict market movements but aims to determine if a security or asset class is undervalued (a potential buy signal) or overvalued (a potential sell signal). However, it’s important to note that the price of a security or asset class can still lose value and or be underpriced for extensive periods of time, regardless of the analysis. External Third-Party Manager Analysis - involves assessing the experience and track record of an external manager to determine their ability to invest successfully over time and in various economic conditions. This analysis also examines the assets managed by the third-party manager to see if there is significant overlap with other investments in the client's portfolio. However, it's important to note that past success does not guarantee future results, and there is a risk that a manager may not be able to replicate their previous performance. Additionally, since we do not control the underlying investments of an external manager, there is a risk of overlap between investments in different funds, which could increase the client's risk if a particular security were to decline in value. There is also a risk that a manager could deviate from their stated investment strategy, potentially making their holdings less suitable for the client's portfolio. 12  Toro West Capital Advisors Disclosure Brochure Client portfolios with similar investment objectives and asset allocation goals may own different securities and investments. The client’s portfolio size, tax sensitivity, desire for simplicity, income needs, long-term wealth transfer objectives, time horizon and choice of custodian are all factors that influence Toro West’s investment recommendations. Private investments will only be offered to “accredited investors” on a non-discretionary basis and pursuant to private placement materials that fully discloses all material facts to prospective investors, including without limitation, the terms of the offering, the investment opportunity, the risks of the offering, compensation and fees, and the actual and potential conflicts of interest that exist or may exist in connection with the offering. Investing in funds and securities involves a risk of loss. A client can lose all or a substantial portion of his/her investment. A client should be willing to bear such a loss. Some investments are intended only for sophisticated investors and can involve a high degree of risk. B. Material Risks Involved Investing in securities involves a significant risk of loss which clients should be prepared to bear. Toro West’s investment recommendations are subject to various market, currency, economic, political and business risks, and such investment decisions will not always be profitable. Clients should be aware that there may be a loss or depreciation to the value of the client’s account. There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Generally, the market value of equity stocks will fluctuate with market conditions, and small-stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage- backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results. Additional risks involved in the securities recommended by Toro West include, among others: • Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. 13  Toro West Capital Advisors Disclosure Brochure • • Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services. • Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. • Value investing risk, which is the risk that value stocks not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks, but may lag behind growth stocks in an up market. • Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk. • • Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result in the portfolio experiencing more rapid and extreme changes in value than a portfolio that invests exclusively in securities of U.S. companies. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets. Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates. • Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that fixed income security to decline. • Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held. • Management risk, which is the risk that the investment techniques and risk analyses applied by Toro West may not produce the desired results and that legislative, regulatory, or tax 14  Toro West Capital Advisors Disclosure Brochure developments, affect the investment techniques available to Toro West. There is no guarantee that a client’s investment objectives will be achieved. • • Real Estate risk, which is the risk that an investor’s investments in Real Estate Investment Trusts (“REITs”) or real estate-linked derivative instruments will subject the investor to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in REITs or real estate-linked derivative instruments subject the investor to management and tax risks. Investment Companies (“Mutual Funds”) risk, when an investor invests in mutual funds, the investor will bear additional expenses based on his/her pro rata share of the mutual fund’s operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds. • Commodity risk, generally commodity prices fluctuate for many reasons, including changes in market and economic conditions or political circumstances (especially of key energy-producing and consuming countries), the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation (agricultural, trade, fiscal, monetary and exchange control), international politics, policies of OPEC, taxation and the availability of local, intrastate and interstate transportation systems and the emotions of the marketplace. The risk of loss in trading commodities can be substantial.  Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of Toro West and its service providers. The computer systems, networks and devices used by Toro West and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future.  Alternative Investments / Private Funds risk, investing in alternative investments is not suitable for all clients, and is intended for experienced and sophisticated investors who are willing to bear illiquidity, long investment hold periods and understand the high economic risks of the investment, which can include:   loss of all or a substantial portion of the investment due to leveraging, short-selling or other speculative investment practices; lack of liquidity in that there may be no secondary market for the investment and none 15  Toro West Capital Advisors Disclosure Brochure expected to develop; volatility of returns; restrictions on transferring interests in the investment;    potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is utilized; absence of information regarding valuations and pricing;   delays in tax reporting;   less regulation and higher fees than mutual funds; risks associated with the operations, personnel, and processes of the manager of the funds investing in alternative investments. • Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be diversified or non-diversified. Risks associated with closed-end fund investments include liquidity risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage. Additionally, closed-end funds may trade below their net asset value. • Cryptocurrency risk, Cryptocurrency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value, but it does not have legal tender status. Cryptocurrencies are sometimes exchanged for U.S. dollars or other world currencies, but they are not generally backed or supported by any government or central bank. They are more volatile than traditional currencies. Their value is speculative, given that they are not currently, widely accepted as a medium or exchange, is derived by market forces of supply and demand, and may be impacted by the continued willingness of market participants to exchange fiat currency for cryptocurrency. Cryptocurrencies are not covered by either FDIC or SIPC insurance. Bitcoin, Ethereum and other cryptocurrencies are very speculative investments and involve a high degree of risk. An investment in cryptocurrency is not suitable for all investors, and may not generally be appropriate, particularly with funds drawn from retirement savings, student loans, mortgages, emergency funds, or funds set aside for other purposes. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment, and a potential total loss of their investment. An investment in cryptocurrency should be made with capital allocated to speculative purposes. Fees and expenses associated with a cryptocurrency investment may be substantial. Cryptocurrency exchanges and other trading venues on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. Investments that are related to cryptocurrencies could be subject to volatility experienced by the cryptocurrency exchanges and other cryptocurrency trading venues. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers or malware, which may also affect the price of bitcoin and other cryptocurrencies and indirect investments in cryptocurrencies. In addition to the risks above, clients should consider the following risks: • • foreign governments may restrict History of Volatility. The exchange rate of cryptocurrency historically has been very volatile and the exchange rate of a cryptocurrency could drastically decline. For example, the exchange rate of Bitcoin has dropped more than 50% in a single day. Cryptocurrency- related investments may be affected by such volatility. Government Regulation. Cryptocurrencies largely lack regulatory protections. Federal, state or the use and exchange of cryptocurrency. Legislative and regulatory changes or actions at the federal, state or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency. 16  Toro West Capital Advisors Disclosure Brochure • • and/or trust. Bitcoin and other cryptocurrencies Security Concerns. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers or malware. Cryptocurrency also may be stolen by hackers. New and Developing. As a relatively recent invention, cryptocurrency and related investments do not have an established track record of operating history, performance, credibility are evolving. Cryptocurrencies use block chain technology, which lacks standardization. Clients are generally advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. Toro West does not guarantee the future performance of a client’s portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear. Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss. Use of External Managers Toro West may select certain External Managers to manage a portion of its clients’ assets. In these situations, the success of such recommendations relies to a great extent on the External Managers’ ability to successfully implement their investment strategies. In addition, Toro West generally may not have the ability to supervise the External Managers on a day-to-day basis. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the adviser and the integrity of the adviser’s management. Toro West has no information applicable to this Item. Item 10 – Other Financial Industry Activities and Affiliations Recommendation of External Managers Toro West may recommend that clients use External Managers based on clients’ needs and suitability. Toro West does not receive separate compensation, directly or indirectly, from such External Managers for recommending that clients use their services. Toro West does not have any other business relationships with the recommended External Managers. ChainGate Capital LLC and ChainGate Digital Access Fund LP Certain Firm personnel have an ownership interest in ChainGate Capital LLC (“ChainGate”). ChainGate serves as the general partner to the ChainGate Digital Access Fund LP (“ChainGate Fund”). As general partner to the ChainGate Fund, ChainGate is responsible for the business and affairs of the ChainGate Fund and management of the ChainGate Fund’s portfolio. The ChainGate Fund operates as an access pool that primarily allocates to professional actively managed private funds that invest in various digital assets. In addition, the ChainGate Fund may from time to time make direct investments into large liquid digital assets. For purposes of the ChainGate Fund, digital assets include investments in various block chain platform technologies related to digital cryptocurrencies, digital currencies and digital currency networks, protocol tokens, utility tokens, block chain based/related assets, Initial Coin Offerings (“ICOs”), pre-ICOs, post-sale ICOs, Simple Agreements for Future Tokens, store of value, programmable money (smart contracts), payments, Internet of Things, value exchange, anonymous transactions, data security, identity solutions, block chain as a service, prediction markets, storage/compute networks, digital currency 17  Toro West Capital Advisors Disclosure Brochure networks, digital coins, altcoins, cryptocurrency platforms, decentralized application tokens and protocol tokens, cryptofinance assets, block chain infrastructure assets, cryptofinance infrastructure and other block chain-based assets or digital/crypto currencies. Toro West does not charge any wealth management service fees as outlined in Item 5 – Fees and Compensation on any Toro West client assets invested in the ChainGate Fund. ChainGate earns a management fee for its services as general partner to the ChainGate Fund and, therefore, Firm personnel through their ownership interest in ChainGate receive these fees. This presents a conflict of interest in that Firm personnel have an incentive to recommend that Toro West clients invest in the ChainGate Fund. Toro West addresses this conflict of interest through this disclosure. In addition, investment in the ChainGate Fund will be recommended only to clients for whom Toro West determines that such investment is suitable. Item 11 – Code of Ethics, Participation or Interest in Client Transactions A. Description of Code of Ethics Toro West has a Code of Ethics (the “Code”) which requires Toro West’s employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Toro West for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. Toro West will provide a copy of the Code of Ethics to any client or prospective client upon request. Item 12 – Brokerage Practices A. Factors Used to Select Custodians and/or Broker-Dealers Toro West generally recommends that its investment advisory services clients utilize the custody and brokerage services of an unaffiliated broker/dealer custodians (a “BD/Custodian”) with which Toro West has an institutional relationship. While Toro West is not restricted to a single BD / Custodian, currently Toro West client’s use Charles Schwab & Co., Inc. (“Schwab”), a “qualified custodian” as that term is described in Rule 206(4)-2 of the Advisers Act. Each BD/Custodian provides custody of securities, trade execution, and clearance and settlement of transactions placed on behalf of clients by Toro West. If client accounts are custodied at Schwab, Schwab will hold client assets in a brokerage account and buy and sell securities when Toro West instructs them to. Clients will pay fees to Schwab for custody and the execution of securities transactions in their accounts. In making BD/Custodian recommendations, Toro West will consider a number of judgmental factors, including, without limitation: 1) clearance and settlement capabilities; 2) quality of confirmations and account statements; 3) the ability of the BD/Custodian to settle the trade promptly and accurately; 4) 18  Toro West Capital Advisors Disclosure Brochure the financial standing, reputation and integrity of the BD/Custodian; 5) the BD/Custodian’s access to markets, research capabilities, market knowledge, and any “value added” characteristics; 6) Toro West’s past experience with the BD/Custodian; and 7) Toro West’s past experience with similar trades. Recognizing the value of these factors, clients may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. In exchange for using the services of Schwab, Toro West may receive, without cost, computer software and related systems support that allows Toro West to monitor and service its clients’ accounts maintained with Schwab. Schwab also makes available to the Firm products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Toro West in managing and administering client accounts. They include investment research, both Schwab’s own and that of third parties. Toro West may use this research to service all or some substantial number of client accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:  provide access to client account data (such as duplicate trade confirmations and  account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients’ accounts; and  provide pricing and other market data;   assist with back-office functions, recordkeeping, and client reporting. Schwab also offers other services intended to help us manage and further develop Toro West. These services include: technology, compliance, legal, and business consulting;  educational conferences and events;   publications and conferences on practice management and business succession; and  access to employee benefits providers, human capital consultants, and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to the Firm. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. The benefits received by Toro West through its participation in the Schwab custodial platform do not depend on the amount of brokerage transactions directed to Schwab. In addition, there is no corresponding commitment made by Toro West to Schwab to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of participation in the program. While as a fiduciary, Toro West endeavors to act in clients’ best interests, our recommendation that clients maintain their assets in accounts at Schwab will be based in part on the benefit to Toro West of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab. The receipt of these 19  Toro West Capital Advisors Disclosure Brochure benefits creates a potential conflict of interest and may indirectly influence Toro West’s choice of Schwab for custody and brokerage services. Toro West will periodically review its arrangements with the BD/Custodians and other broker-dealers against other possible arrangements in the marketplace as it strives to achieve best execution on behalf of its clients. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including, but not limited to, the following:  a broker-dealer’s trading expertise, including its ability to complete trades, execute and settle difficult trades, obtain liquidity to minimize market impact and accommodate unusual market conditions, maintain anonymity, and account for its trade errors and correct them in a satisfactory manner;  a broker-dealer’s infrastructure, including order-entry systems, adequate lines of communication, timely order execution reports, an efficient and accurate clearance and settlement process, and capacity to accommodate unusual trading volume;  a broker-dealer’s ability to minimize total trading costs while maintaining its financial health, such as whether a broker-dealer can maintain and commit adequate capital when necessary to complete trades, respond during volatile market periods, and minimize the number of incomplete trades;  a broker-dealer’s ability to provide research and execution services, including advice as to the value or advisability of investing in or selling securities, analyses and reports concerning such matters as companies, industries, economic trends and political factors, or services incidental to executing securities trades, including clearance, settlement and custody; and  a broker-dealer’s ability to provide services to accommodate special transaction needs, such as the broker-dealer’s ability to execute and account for client-directed arrangements and soft dollar arrangements, participate in underwriting syndicates, and obtain initial public offering shares. Toro West’s clients may utilize qualified custodians other than Schwab for certain accounts and assets, particularly where clients have a previous relationship with such qualified custodians. Brokerage for Client Referrals Toro West does not select or recommend BD/Custodians based on whether or not it may receive client referrals from a BD/Custodian or third party. Client Directed Brokerage Generally, in the absence of specific instructions to the contrary, for brokerage accounts that clients engage Toro West to manage on a discretionary basis, Toro West has full discretion with respect to securities transactions placed in the accounts. This discretion includes the authority, without prior notice to the client, to buy and sell securities for the client’s account and establish and affect securities transactions through the BD/Custodian of the client’s account or other broker-dealers selected by Toro West. In selecting a broker-dealer to execute a client’s securities transactions, Toro West seeks prompt execution of orders at favorable prices. A client, however, may instruct Toro West to custody his/her account at a specific broker-dealer and/or direct some or all of his/her brokerage transactions to a specific broker-dealer. In directing brokerage transactions, a client should consider whether the commission expenses, execution, clearance, settlement 20  Toro West Capital Advisors Disclosure Brochure capabilities, and custodian fees, if any, are comparable to those that would result if Toro West exercised its discretion in selecting the broker-dealer to execute the transactions. Directing brokerage to a particular broker-dealer may involve the following disadvantages to a directed brokerage client:  Toro West’s ability to negotiate commission rates and other terms on behalf of such  clients could be impaired; such clients could be denied the benefit of Toro West’s experience in selecting broker-dealers that are able to efficiently execute difficult trades;   opportunities to obtain lower transaction costs and better prices by aggregating (batching) the client’s orders with orders for other clients could be limited; and the client could receive less favorable prices on securities transactions because Toro West may place transaction orders for directed brokerage clients after placing batched transaction orders for other clients. In addition to accounts managed by Toro West on a discretionary basis where the client has directed the brokerage of his/her account(s), certain institutional accounts may be managed by Toro West on a non- discretionary basis and are held at custodians selected by the institutional client. The decision to use a particular custodian and/or broker-dealer generally resides with the institutional client. Toro West endeavors to understand the trading and execution capabilities of any such custodian and/or broker- dealer, as well as its costs and fees. Toro West may assist the institutional client in facilitating trading and other instructions to the custodian and/or broker-dealer in carrying out Toro West’s investment recommendations. Trade Errors Toro West’s goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error occurs, Toro West endeavors to identify the error in a timely manner, correct the error so that the client’s account is in the position it would have been had the error not occurred, and, after evaluating the error, assess what action(s) might be necessary to prevent a recurrence of similar errors in the future. Trade errors generally are corrected through the use of a “trade error” account or similar account at the custodian. In the event an error is made in a client account custodied elsewhere, Toro West works directly with the broker in question to take corrective action. In all cases, Toro West will take the appropriate measures to return the client’s account to its intended position. B. Trade Aggregation To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which the Firm’s supervised persons may invest, the Firm will generally do so in a fair equitable manner in accordance with applicable rules promulgated under the Advisers Act and guidance provided by the staff of the SEC and consistent with policies and procedures established by the Firm. Item 13 – Review of Accounts A. Periodic Reviews While investment advisory services and accounts are monitored on an ongoing basis, accounts are reviewed at least annually for consistency with the client Policy, asset allocation, risk tolerance, and 21  Toro West Capital Advisors Disclosure Brochure performance relative to the appropriate benchmarks. More frequent reviews may be triggered by changes in market or economic conditions, changes in specific investments in client accounts, and/or changes in a client’s financial condition or investment objectives. Toro West’s investment adviser representatives seek to have at least one annual meeting with each client to conduct a formal review of the clients’ accounts. B. Other Reviews and Triggering Factors In addition to the periodic reviews described above, reviews may be triggered by changes in an account holder’s personal, tax or financial status. Other events that may trigger a review of an account are material changes in market conditions as well as macroeconomic and company- specific events. Clients are encouraged to notify Toro West of any changes in his/her personal financial situation that might affect his/her investment needs, objectives, or time horizon. C. Regular Reports Clients that receive investment advisory service generally receive a reporting package on quarterly basis that includes: • Consolidated portfolio data and performance reporting • Performance at the consolidated portfolio, asset class, and fund/security level manager level Brokerage statements are generated no less than quarterly and are delivered directly from the qualified custodian. These reports list the account positions, activity in the account over the covered period, and other related information. Clients are also sent confirmations following each brokerage account transaction unless confirmations have been waived. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Toro West. Toro West statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 14 – Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients Toro West does not receive any compensation or benefits from third parties for providing investment advice to clients. B. Compensation to Non-Supervised Persons for Client Referrals Toro West does not enter into agreements with individuals or organizations for the referral of clients. Item 15 – Custody All clients must utilize a “qualified custodian” as detailed in Item 12. Clients are required to engage the custodian to retain their funds and securities and direct Toro West to utilize the custodian for the client’s securities transactions. Toro West’s agreement with clients and/or the clients’ separate agreements with the B/D Custodian may authorize Toro West through such BD/Custodian to debit the clients’ accounts for 22  Toro West Capital Advisors Disclosure Brochure the amount of Toro West’s fee and to directly remit that fee to Toro West in accordance with applicable custody rules. The BD/Custodian recommended by Toro West has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Toro West. Toro West encourages clients to review the official statements provided by the custodian, and to compare such statements with any reports or other statements received from Toro West. For more information about custodians and brokerage practices, see “Item 12 - Brokerage Practices.” Item 16 – Investment Discretion Clients have the option of providing Toro West with investment discretion on their behalf, pursuant to a grant of a limited power of attorney contained in Toro West’s client agreement and/or Policy. By granting Toro West investment discretion, a client authorizes Toro West to effect securities transactions (in accordance with the client’s investment objectives and limitations as set forth in the respective client agreement and/or Policy) and determine which securities are bought and sold, the total amount to be bought and sold, and the costs at which the transactions will be effected. Clients may impose reasonable limitations in the form of specific constraints on any of these areas of discretion with the consent and written acknowledgement in a client’s Policy. See also Item 4(C), Client-Tailored Advisory Services. Item 17 – Voting Client Securities Toro West does not accept the authority to and does not vote proxies on behalf of clients. Clients retain the responsibility for receiving and voting proxies for all and any securities maintained in client portfolios. Item 18 – Financial Information Toro West is not required to disclose any financial information pursuant to this item due to the following: a) Toro West does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of rendering services; b) Toro West is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts; and c) Toro West has never been the subject of a bankruptcy petition. 23