VAQUERO PRIVATE WEALTH, LTD.

8111 Douglas Avenue Suite 1350 Dallas, TX 75225 (214) 269-7854 www.Vaquerowealth.com July 2025 (Item 1) This brochure provides information about the qualifications and business practices of Vaquero Private Wealth, Ltd. If you have any questions about the contents of this brochure, please contact us at 214-679-7832. 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. Additional information about Vaquero Private Wealth, Ltd. also is available on the SEC’s website at www.adviserinfo.sec.gov.  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 Material Changes (Item 2) The last update to this Brochure was in February, 2025. Since then, there has been one material change to report: COVER PAGE (ITEM 1) : Vaquero Private Wealth has moved. Our new address is: 8111 Douglas Avenue, Suite 1350 Dallas, TX 75225 Prior to our last filing, we reported the following material change: ADVISORY BUSINESS (ITEM 4) & FEES AND COMPENSATION (ITEM 5) VPW discloses its services as a Limited Scope 3(21) Investment Advisor, and as a 3(38) Investment Manager (Item 4) as well as the fee structures related to these services (Item 5). Since that filing, Vaquero has not had any material changes to report. ii  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 Table of Contents (Item 3) Advisory Business (Item 4) ..................................................................... 1 Fees and Compensation (Item 5) .............................................................. 5 Performance-Based Fees and Side-By-Side Management (Item 6) ....................... 6 Types of Clients (Item 7) ....................................................................... 6 Methods of Analysis, Investment Strategies and Risk of Loss (Item 8) ................... 6 Disciplinary Information (Item 9) ............................................................. 9 Other Financial Industry Activities and Affiliations (Item 10) ............................ 9 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading (Item 11) .......................................................................................... 9 Brokerage Practices (Item 12) ................................................................11 Review of Accounts (Item 13) ................................................................13 Client Referrals and Other Compensation (Item 14) ......................................13 Custody (Item 15) ..............................................................................13 Investment Discretion (Item 16) .............................................................14 Voting Client Securities (Item 17) ...........................................................14 Financial Information (Item 18) ..............................................................15 iii  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 ADVISORY BUSINESS (ITEM 4) ADVISORY FIRM DESCRIPTION Vaquero Private Wealth, Ltd. (“VPW” or the “Firm”) has been in business since August 2017. John B. Gordon and Laura C. Blair are the owners of the firm. TYPES OF ADVISORY SERVICES VPW is an independent financial advisor providing clients with a detailed personalized approach on a discretionary basis. VPW consults with clients regarding their personal financial goals and objectives and designs and maintains their portfolios accordingly. INVESTMENT MANAGEMENT SERVICES VPW invests client assets on a discretionary and/or non-discretionary basis in consideration of their risk tolerance and financial condition to help them achieve their investment objectives. These investments are monitored in light of changes to current market conditions, client objectives and/or risk tolerance. See Item 8 for more information on VPW’s investment objectives. Our investment management process is to: • Determine your risk tolerance and financial goals • Develop an appropriate asset allocation strategy Invest your portfolio according to your risk tolerance and objectives • • Make tactical changes reflecting current economic and market conditions • Conduct periodic meetings with you to review your performance, risk tolerance and objectives Please see the “Methods of Analysis, Investment Strategies and Risk of Loss” Item 8 below for more details. We do not participate in any wrap fee programs in which investment management and transaction fees are “wrapped” into one fee. External Managers: VPW may recommend to clients that all or a portion of their investment portfolio be managed on a discretionary basis by external money managers (“External Managers”). The client may be required to enter into a separate agreement with the External Manager(s), which will set forth the terms and conditions of the client’s engagement of the External Manager. In addition to this Brochure, clients may also receive the written disclosure documents of the respective External Managers engaged to manage their assets. VPW also assists in establishing the client’s investment objectives for the assets managed by External Managers, monitors and reviews the account performance and defines any restrictions on the account. The investment management fees charged by the designated External Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, are typically exclusive of, and in addition to, advisory fees charged by VPW. To the extent possible, VPW seeks to assess the External Managers’ investment strategies, past 1  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Private Investments: For specific qualified clients, VPW recommends investment in private investment vehicles whose interests are not publicly offered under the Securities Act of 1933 (“Private Funds”). Such Private Funds may be structured as fund of funds or as access vehicles to underlying funds or portfolios managed by third-party investment advisors. VPW will, from time to time and as appropriate, solicit clients to invest in such vehicles, and decide which clients to approach for some or all of these investments, in its own discretion. VPW advisory fees charged to clients for investing in a Private Fund are in addition to the fees charged by the Private Funds to investors. It should also be noted that certain employees of VPW may directly participate through the Private Fund itself for the purposes of investing. ERISA Services and Retirement Investments: We are deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (“IRAs”) pursuant to the Employee Retirement Income and Securities Act (“ERISA”), and regulations under the Internal Revenue Code of 1986 (“the Code”), respectively. As such, we are subject to specific duties and obligations under ERISA and the Code that include, among other things, restrictions concerning certain forms of compensation. We may assist you with retirement plan accounts and this assistance may present a conflict of interest. When you leave an employer there are typically four options regarding an existing retirement plan account and you may use a combination of these options; 1) if permitted, leave the funds in your former employer’s plan, 2) if roll overs are permitted and you have new employer with a plan available, roll over the funds to your new employer’s plan, 3) roll over to an Individual Retirement Account (“IRA”), or 4) withdraw or cash out your funds from the plan which may have adverse tax consequences depending on your age. When we recommend that you roll over your retirement plan assets into an account to be managed by us, such a recommendation creates a conflict (benefit to us) when we earn an advisory fee on your rolled over funds. You are under no obligation to roll over retirement plan assets to an account managed by us. In addition to providing advisory services with respect to participation in employer- sponsored retirement plans and individual retirement accounts, VPW can provide advisory services to the sponsors of defined contribution, defined benefit and non- qualified deferred compensation plans who have ultimate authority to direct the investing and reinvesting of plan assets as they deem appropriate, considering each plan’s stated objective, liquidity needs, and stated policies and guidelines. VPW is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from engaging in specified conflicts of interest. Limited Scope 3(21) Investment Advisor. VPW acts as a limited scope ERISA 3(21) fiduciary that can advise, help, and assist plan sponsors with their investment decisions. 2  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 As an investment advisor, VPW has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using VPW can help the plan sponsor delegate liability by following a diligent process. 3(38) Investment Manager. VPW acts as an ERISA 3(38) Investment Manager in which it has discretionary management and control of a given retirement plan’s assets. VPW would then become solely responsible and liable for the selection, monitoring and replacement of the plan’s investment options. Donor Advised Services: Certain VPW clients have donor advised funds through various third-party charitable programs including the Fidelity Charitable Gift Fund Program, the Schwab Charitable Fund and the American Endowment Foundation (each, a “Charitable Platform”), which funds will be managed in accordance with the specific investment policies and guidelines of the applicable Charitable Platform. Clients will establish a donor advised account, transfer funds earmarked for charitable donation and recognize a tax deduction in the year that funds are transferred into an account opened on a Charitable Platform. The funds remain in such account until the Client designates a charity, an amount, and a date to donate to such charity. Under independent advisor programs established within each Charitable Platform, donors nominate an independent investment adviser, including VPW, to manage accounts established on the Charitable Platforms. If nominated, VPW will manage the donor's account pursuant to investment guidelines established by each Charitable Platform. Reporting on Non-Advisory Assets: VPW will provide consolidated reporting on Client non-advisory assets when requested. Non-advisory assets are assets independently owned by Clients but not included as assets under management by VPW. These non- advisory assets will not be subject to VPW’s investment review, and no investment advice will be provided with respect to non-advisory assets. VPW will report the value of each non-advisory asset to the Client, based solely on the valuations received by VPW from the third-party managers of the non-advisory assets or other third parties, but VPW will not have any obligation to independently examine, confirm or review non-advisory asset valuations. FINANCIAL PLANNING We believe that before quality advice can be offered, it is essential to understand your goals. By listening closely to your concerns and objectives, we can create a financial planning strategy that accelerates you toward your goals. Our wealth advisors develop a clear financial planning roadmap that fully leverages your available resources to reach your objectives. The scope of our planning services includes the following to the degree any client needs: • Net Worth/Cash Flow Analysis We evaluate your current assets and liabilities, as well as all income and expenses. We also consider potential inheritances, salary changes, or major one- time expenses. 3  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 • Retirement Planning We utilize a sophisticated set of tools to measure and analyze various assumptions including retirement dates, savings rates, longevity expectations, and market conditions. • Tax Planning • We work in concert with your tax professional to identify any areas of opportunity that might impact your current and future tax situation. Insurance Planning We work with your insurance agents to review and coordinate coverage for homeowners, auto, liability, disability, life, and long-term care insurance. • Estate Planning and Asset Protection We work with your attorney to review your existing estate planning documents and/or create a plan that seeks to protect and distribute your assets to your heirs according to your wishes with the goal of minimizing taxes and expenses. • Education Planning We advise you on how to leverage tax-advantaged education saving options and other vehicles to provide for educational expenses. • Business Owners We partner with other professionals to assist in evaluating merger and acquisitions transactions, employee benefits packages, succession planning strategies, and lending options. • Corporate Executives We assist clients at the corporate executive level on how to optimize the exercise of stock options and minimize the tax implications. We also assist with the review of other corporate benefits. • Charitable Planning We compare suitable solutions and then help you direct your giving through tools that provide the maximum impact for your selected charitable causes and maximize your tax benefit. TAILORED ADVISORY AND CONSULTING SERVICES We tailor each financial plan, our investment management recommendations to you and provide other client-specific consulting, as needed. You may restrict us from buying or selling particular investments in your portfolio. These restrictions may be changed at any time by notifying us. THIRD PARTY SERVICE PROVIDERS Vaquero works with third-party service providers to help support the operational needs of managing and servicing discretionary Advisory Accounts of held away assets such as defined contribution plan participant accounts and 529 plans. VPW also uses a third-party to support the private investment operations including capital calls which has a data feed to VPW’s data aggregator and trading platform. This third party is related to VPW’s data aggregator and provides valuation and billing support for the firm’s clients’ private investments. For assets that are valued by this third party, that overrides the custodial valuation feed if the two differ. 4  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 CLIENT ASSETS UNDER MANAGEMENT As of December 31, 2024, the Firm had $750,596,489 in discretionary assets under management and $47,957,657 in non-discretionary assets under management for a total of $798,554,146 in assets under management. FEES AND COMPENSATION (ITEM 5) INVESTMENT MANAGEMENT Client fees are determined based upon the size and scope of the relationship, complexity of the investments, necessary time commitments and associated travel requirements. If based on a percentage of the value of assets under management or advisement, the fee is no more than 1.75% annually. Vaquero does not discriminate between clients based on their fee structure. Our fees are negotiable, and we reserve the right to negotiate any fees based on numerous factors. Therefore, some clients pay more or less than others for similar services. VPW believes its fees are reasonable in relation to the fees charged by other investment advisers. The amount and method by which fees are charged is established in each client’s written agreement with VPW. The management fee is paid monthly in advance according to the Investment Advisory Agreement between Client and VPW. Fees are assessed based upon the market value of the managed assets as valued by VPW’s data aggregator “Addepar” on the last business day of the previous month. Flows into new accounts for the first month are charged on a pro rata basis. Thereafter, the monthly fee is adjusted on a pro rata basis for flows of cash or assets in or out of the account that are equal to or exceed $100,000 in any one day. Fee adjustments for flows in and out of the account are calculated based on the actual days in the month the assets were in the account. Clients may instruct VPW to charge fees for one account to another bearing a client’s name. Fees are subject to change and may be changed by VPW, in its sole discretion, after giving written notice to clients, with such new fees effective 30 days after the date of the written notice. Unless VPW grants an exception, the custodian will deduct from the managed assets and pay VPW the management fee each month after VPW submits a request to pay to the custodian. In the event that there is not sufficient cash in the client account(s) to pay VPW’s fee, VPW will sell assets to pay the fee. Clients are responsible for verifying the management fee computations since custodians are not asked to perform this task. The custodian(s) will send clients a monthly statement showing all amounts paid from the managed assets, and transactions including deduction of the management fee. ERISA SERVICES: 3(21) INVESTMENT ADVISOR AND 3(38) INVESTMENT MANAGEMENT FEES Fees for ERISA services will be billed based on the structure and the amount as agreed upon between VPW and the plan sponsor in the written Investment Advisory Agreement. The level of fees will be set based upon the scope, nature and complexity of the services selected by the plan sponsor, the number of participants in the plan, and the overall size of the plan. Fees are negotiable between VPW and the plan sponsor. Fees may be paid directly by the plan sponsor or out of plan assets by a service provider or other third party, as authorized by the plan sponsor. 5  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 FINANCIAL PLANNING FEES You may engage us to create a Financial Plan exclusive of Portfolio Management or request we perform financial planning services outside the scope of services in our original Client Agreement. In these situations, we charge an hourly or flat fee based on the complexity and/or total time to complete the plan. Fees for ongoing financial planning renewal services, after the initial financial plan completion, are based upon the projected hours necessary to maintain an effective planning process for Client, the number of expected meetings during the year, the professionals used, and the complexity of Client’s situation. CONSULTING FEES Fees for customized consulting services are charged hourly or as a flat fee per the Consulting Agreement based on the projected or actual hours involved, the professionals used, and/or the complexity of Client’s situation. OTHER FEES Client accounts pay directly for additional fees assessed by the custodian, such as transaction, alternative investment, external manager, wire, exchange or custodial fees. For more information on the custodian relationship, please refer to the “Brokerage Practices” section. Mutual funds, exchange-traded funds, money market funds, and private investment funds are subject to their own internal expenses, including management fees, performance-based fees, marketing expenses, audit, legal and administrative fees. These fees are determined solely at the sponsor’s discretion and are fully disclosed in the associated offering documents. These fees are in addition to the investment management fees billed directly to clients by VPW. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT (ITEM 6) VPW does not charge performance-based fees to any accounts, so it does not manage accounts paying those fees beside accounts that do not (side-by-side management). TYPES OF CLIENTS (ITEM 7) VPW provides investment advisory services to individuals, high net worth individuals, corporations, trusts, estates, private foundations, donor-advised funds, pensions, profit- sharing plans, 401(k) plans and other retirement plans. VPW targets working with clients with a net worth of $5,000,000 or more but reserves the right to accept any clients it wishes, including those whose net worth is below the threshold. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS (ITEM 8) VPW develops customized investment strategies for each client based upon their risk tolerance, financial condition, time horizon, tax sensitivity, asset location, and 6  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 investment objectives. These long-term strategies consist of a diversified portfolio of public and private investments spanning multiple asset classes created with the goal of providing after-tax returns sufficient to meet the clients’ objectives while minimizing volatility and risk of capital loss. In development of these strategies, VPW relies upon fundamental, cyclical and technical research and due diligence resources created internally or by third parties to aid in macroeconomic projections, long-term asset class risk/return estimates, asset allocation optimization, security selection and portfolio construction. These resources aid VPW in building client portfolios that it believes offer the most attractive risk/reward characteristics. Investments recommended by VPW include ETFs, mutual funds, equities, US treasury bonds, municipal bonds, corporate bonds, interval funds, investments in limited partnerships and money market funds, but may also include separately managed accounts, CEFs, structured products, warrants, commercial paper, options contracts and CDs, if appropriate. Long-term purchases are the most frequent recommendation when structuring client portfolios, but if appropriate, short-term purchases, trading, short sales, margin transactions and option strategies may also be recommended. VPW also recommends Private Funds to clients. See Item 4 (“Types of Advisory Services”) for a description of Private Investment opportunities. RISK OF LOSS VPW does not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy that the Firm may use, or the success of the Firm’s overall management of the account. The client understands that investment decisions made for the client’s account by the Firm are subject to various market, economic, political and business risks, and that those investment decisions will not always be profitable. Clients are reminded that investing in any security entails risk of loss which they should be willing to bear. Other specific risks are discussed below. OVERALL INVESTMENT RISK All securities investing and trading activities risk the loss of capital. The nature of the securities to be purchased and traded and the investment techniques and strategies to be employed by the Firm may increase this risk. While the Firm will attempt to moderate these risks, there can be no assurance that the Firm’s investment activities will be successful or that losses will not be suffered. An investment in an individual account is suitable only for persons who have adequate means of providing for their current needs and personal contingencies and have no need for liquidity in their investments. Many unforeseeable events, including actions by various government agencies, and domestic and international economic and political developments, may cause sharp market fluctuations that could adversely affect performance. Cybersecurity Risk: Vaquero Private Wealth and its service providers may be subject to operational and information security risks resulting from cyberattacks. Cybersecurity attacks affecting Vaquero and its service providers may adversely impact Clients. 7  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 Cybersecurity risks are also present for issuers of securities in which Clients accounts may invest in, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Although Vaquero Private Wealth has established its systems to reduce the risk of these incidents occurring, there is no guarantee that these efforts will always be successful, especially considering that Vaquero Private Wealth does not directly control the cybersecurity measures and policies employed by third-party service providers or those of its clients. TRANSACTIONS IN SECURITIES There is no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the prospects invested securities. The individual account holders may lose their entire investment or may be required to accept cash or securities with a value less than their original investment. Under such circumstances, the returns generated from investments may not be adequate compensation for the risks assumed. Following are some risks particular to VPW’s investment strategies: Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus a client may lose money investing in mutual funds. All mutual funds have internal expenses and fees that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature (mentioned below). Equity Securities: VPW buys, on its clients’ behalf, equity securities. The value of these investments will vary with their issuer’s performance and movements in the equity markets. Consequently, clients may experience losses if they invest in equity instruments of issuers whose performance diverges from our expectations. Fixed-Income Securities: Some of VPW’s clients may invest in bonds or other fixed- income securities. Fixed-income securities provide periodic returns and the eventual return of the principal at the end of the term. The value of fixed-income securities changes in response to interest rate fluctuations and market perception of the issuer’s ability to pay off its obligations. Fixed-income securities are also subject to the risk that their issuer may be unable to make interest or principal payments on its obligations. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, like stocks with pricing occurring throughout the trading day. ETFs, like mutual funds, contain internal expenses and fees which lower investment returns. Options: There are risks associated with the sale and purchase of options. VPW clients may invest in call and/or put options. Call options are the right to buy a security at a certain price within a defined time. Put options are the right to sell a security at a certain price within a defined time. A buyer of either type of option assumes the risk of losing its entire investment in the option. A buyer of a call option risks losing its investment if the particular security never reaches the designated price within the set time. A buyer of a put option risks losing the investment if the particular security does not decline enough to reach the designated price within the set time. 8  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 Illiquid Securities: Investments in Private Funds or other private investment vehicles or private securities may underperform publicly offered and traded securities because such investments: o Typically require investors to lock‐up their assets for a period and may be unable to meet redemption requests during adverse economic conditions; o Have limited or no liquidity because of restrictions on the transfer of, and the absence of a market for, interests in these funds; o Are more difficult to monitor and value due to a lack of transparency and publicly available information about these funds; o May have higher expense ratios and involve more inherent conflicts of interest than publicly traded investments; and o Involve different risks than investing in registered funds and other publicly offered and traded securities. These risks may include those associated with more concentrated, less diversified investment portfolios, investment leverage and investments in less liquid and non‐traditional asset classes. DISCIPLINARY INFORMATION (ITEM 9) There have been no disciplinary actions against VPW or any of its advisors. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS (ITEM 10) Mr. Gordon and Mr. Maynard are licensed insurance agents through a Brokerage General Agency (BGA); they hold licenses for advisory purposes only. However, if they were to receive commissions on insurance products recommended to clients, this service will create a conflict of interest with Vaquero clients if they recommend the purchase of insurance products from which they will receive a commission. This conflict is mitigated through the fact that clients are free to purchase insurance products elsewhere. Mr. Gordon is a minority general partner of four (4) single purpose vehicles (“SPVs”) which are managed by another investment advisor. Mr. Gordon is not a control person of any of the SPVs. VPW has no additional financial industry activities or affiliations. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING (ITEM 11) CODE OF ETHICS VPW has adopted a Code of Ethics that describes the general standards of conduct that the Firm expects of all Firm personnel (collectively referred to as “employees”) and focuses on three specific areas where employee conduct has the potential to adversely affect the client: 9  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 • Misuse of nonpublic information • Personal securities trading • Outside business activities Failure to uphold the Code of Ethics may result in disciplinary sanctions, including termination with the Firm. Any client or prospective client may request a copy of the Firm’s Code of Ethics which will be provided at no cost. The following basic principles guide all aspects of the Firm’s business and represent the minimum requirements to which the Firm expects employees to adhere: • Clients’ interests come before employees’ personal interests and before the Firm’s interests. • The Firm must fully disclose all material facts about conflicts of interest of which it is aware between itself and clients as well as between Firm employees and clients. • Employees must operate on the Firm’s behalf and on their own behalf consistently with the Firm’s disclosures and to manage the impacts of those conflicts. • The Firm and its employees must not take inappropriate advantage of their positions of trust with or responsibility to clients. • The Firm and its employees must always comply with all applicable securities laws. MISUSE OF NONPUBLIC INFORMATION The Code of Ethics contains a policy against the use of nonpublic information in conducting business for the Firm. Employees may not convey nonpublic information nor depend upon it in placing personal or recommending clients’ securities trades. PERSONAL SECURITIES TRADING VPW or individuals associated with the Firm may buy, sell or hold in their personal accounts the same securities the Firm recommends to its clients. This creates a potential conflict of interest with the possibility of Firm personnel obtaining a better price than clients obtain. To mitigate this conflict, such trades may occur on the same day at the same time receiving average pricing or after the client with the client receiving the same or better pricing. The Firm does not allow front running of client trades. Employees are required to submit reports of personal securities trades on a quarterly basis, and securities holdings annually. These are reviewed by the Chief Compliance Officer to ensure compliance with the Firm’s policies. OUTSIDE BUSINESS ACTIVITIES Employees are required to report any outside business activities generating revenue. If any are deemed to conflict with clients, such conflicts will be fully disclosed, or the employee will be directed to cease this activity. 10  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 BROKERAGE PRACTICES (ITEM 12) SELECTION OF BROKERS The Firm recognizes its responsibility to attain best execution and recognizes that limiting its custodial relationships may affect its ability to provide best execution on a trade-by-trade basis. However, the Firm evaluates both its custodial relationships and trade-by-trade execution in assessing best execution for clients. We recommend that clients establish brokerage accounts with Pershing or Fidelity. We are independently owned and operated and are not affiliated with either Pershing or Fidelity, however this creates a conflict of interest because Vaquero receives management fees as a result of recommending Pershing or Fidelity as custodian for client accounts. Pershing and Fidelity generally do not charge their account owners separately for custody services. Custodians are compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through them or that settle into their accounts (i.e., transactions fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). RESEARCH AND OTHER SOFT-DOLLAR BENEFITS Third parties including Fidelity, Pershing and private market firms make available to Vaquero products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Vaquero in managing and administering client accounts and include proprietary and third-party investment research and educational opportunities. Vaquero may use these benefits to service all or some substantial number of client accounts, including accounts not maintained at Fidelity or Pershing. In addition to those benefits, third parties make available software and other technology that: • provides access to client account data (such as duplicate trade confirmations and account statements); • facilitates trade execution and allocates aggregated trade orders for multiple client accounts; • provides pricing and other market data; facilitates payment of our fees from our clients’ accounts; and • • assists with back-office functions, recordkeeping, and client reporting. Third parties also offer other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events; technology, compliance, legal, and business consulting; • 11  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 • private equity solutions and resources; • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants, and insurance providers. Third parties may provide some of these services directly. In other cases, it will arrange for third-party vendors to provide the services to Vaquero. Fidelity may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Fidelity may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. Regarding the Firm’s intention to recommend that clients custody their assets with Fidelity or Pershing, both custodians have agreed to provide VPW with reimbursement of Transfer or Account Exit Fees. These funds will be used toward fees client accounts will bear if the accounts are transferred to Fidelity or Pershing. Fidelity and Pershing have also agreed to pay for eligible third-party vendor services and services such as certain marketing, technology, consulting and research expenses provided by affiliates of the Firms. The reimbursement of transition-related expenses by Fidelity and Pershing present a conflict of interest because it will be used for the payment of expenses that do not directly benefit client accounts. The financial benefits received from Fidelity and/or Pershing do not reduce the investment management fees clients pay to VPW. These products and services benefit VPW in that VPW does not have to purchase them. The benefits provide an incentive for VPW to routinely recommend Fidelity or Pershing as custodian over other custodians who do not offer such products and services. VPW addressed this conflict through this disclosure and by reviewing the pricing of fees, expenses and quality of services offered by Fidelity and Pershing and determining that the recommendation of either custodian is in the best interest of clients. DIRECTED BROKERAGE Clients are not allowed to request that trades be enacted through a specific broker. VPW requires clients to use one of the Firm’s recommended broker-dealers as account custodian. Specifically, VPW refers clients to Pershing, Fidelity or one of its affiliates to provide custodial services with respect to accounts managed by VPW. Not all advisors require their clients to use a particular custodian or broker. ORDER AGGREGATION VPW often aggregates brokerage orders for its clients and allocates the securities purchased or sold among the participating accounts, with each account receiving the same terms. Since Pershing charges transaction fees at the account level whether or not a trade is placed as a block trade, aggregating trades does not affect client transaction fees. The proportion in which participating accounts will share transactions will be determined by the portfolio manager(s) based on investment objectives, cash availability, expected cash and liquidity needs, and other relevant factors. The 12  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 overarching principle for that allocation is that no client is intentionally favored over another client that is similarly situated. If a client trade has a need for verbal authorization or a request for special handling, the transaction will trade out of the block order and could receive a different price which may be better or worse than the pricing executed for other clients. This practice will present conflicts with other clients regarding favorable pricing execution. REVIEW OF ACCOUNTS (ITEM 13) VPW’s advisors conduct periodic reviews of their client accounts, no less than annually. These reviews entail comparing the client’s investment objective to the portfolio holdings, cash flows, changes in the client’s financial position, and often discussion with the client. VPW’s advisors meet with each of their assigned clients on a periodic, ongoing basis, no less than annually to review each managed account. The frequency of these reviews can be impacted by several factors including: • The size and complexity of the client's accounts • The complexity of the client’s financial situation • Unexpected changes in the client’s goals or objectives • Changes in political and economic circumstances • Other lifestyle changes warranting a review of the client’s financial situation Performance reports will be prepared for each review and the monthly account statements and confirmations will be generated by the custodian of the assets. CLIENT REFERRALS AND OTHER COMPENSATION (ITEM 14) As discussed in Item 12, VPW refers clients to Fidelity, Pershing or one of its affiliates to provide custodial services with respect to accounts managed by VPW. As described in detail in Item 12, VPW entered into a Support Services Agreement with Pershing and Fidelity, pursuant to which those Firms will pay for certain services related to the transition of client accounts from other investment managers to VPW. These services, which include technology, legal, compliance, and other related services that are intended to support VPW in conducting its business and serving the best interests of its clients. VPW clients do not pay more for assets maintained at Fidelity or Pershing as a result of this arrangement. However, VPW benefits from the referral arrangement because the cost of these services would otherwise be borne directly by VPW. Clients should consider this conflict of interest when selecting a custodian. VPW does not consider the provision of transition related services by Fidelity or Pershing in the selection of brokers or dealers for the exercise of transactions for client accounts. CUSTODY (ITEM 15) Custody is defined as an investment advisory firm, its related entities, and/or its personnel having direct access to your funds or securities. We protect your assets by requiring that you use a “qualified custodian” that sends your account statements at least quarterly. All custodians we recommend are qualified. 13  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 Because VPW has the authority to instruct the account custodian to deduct the investment management fee directly from the client’s account, VPW is considered to have “custody” of client assets. This access is monitored by the client through receipt of account statements directly from the custodian. These statements all show the deduction of the management fee from the account. Many of our clients have established standing instructions to their custodian(s) which allow us, at the client’s direction, to send funds from their account to pre-determined recipients. VPW is considered to have custody over some of these accounts since the amount and/or timing of these transfers are not pre-defined. However, this authority does not necessitate an outside public accountant conduct surprise examinations of these accounts. When clients receive their statements from the account custodian, clients should carefully review those statements and take the time to compare them with those they receive from VPW. If the client finds significant discrepancies, the custodian and VPW should be notified. A supervised person of VPW is an authorized signer for Vaquero’s client relationships. VPW is deemed to have custody of the related account(s), as these Clients have contracted with our Firm to provide investment advisory services. VPW will obtain and will continue to obtain on an annual basis a surprise examination of this account(s) by an independent public accountant, unless otherwise exempted. We use third-party platforms to facilitate management of held-away assets such as defined contribution plan participant accounts (with discretion) and 529 accounts. The platforms allow us to avoid being considered to have custody of client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platforms in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once client account(s) is connected to the platform, Adviser will review the current account allocations on an ongoing basis. INVESTMENT DISCRETION (ITEM 16) VPW has full trading authority under a limited power of attorney assigned to VPW for discretionary accounts. As a result, VPW will determine both the investments, and how much of each, should be purchased or sold on each client’s behalf. The Firm follows the investment strategy as set forth in the investment management agreement. Clients may place restrictions on the Firm’s discretion in writing. VOTING CLIENT SECURITIES (ITEM 17) VPW does not vote proxies for securities held in clients’ accounts. Clients receive proxy material directly from their account custodian by either email or U.S. mail. Clients may address questions concerning a proxy matter to Firm personnel via email or phone. 14  Part 2A of Form ADV: Firm Brochure Vaquero Private Wealth, Ltd. July 2025 FINANCIAL INFORMATION (ITEM 18) There is no financial condition that is likely to impair the Firm’s ability to meet its contractual commitments to its clients. 15