VIZCAYA CAPITAL, LLC

Vizcaya Capital, LLC CRD#170518 40 SW 13th Street Suite 1002 Miami, FL 33130 Telephone: 305-602-5725 Facsimile: 305-418-7542 E-Mail: info@vizcayacapital.com March 31, 2025 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Vizcaya Capital, LLC. If you have any questions about the contents of this brochure, please contact us at 305-602- 5725. 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 Vizcaya Capital, LLC is available on the SEC's website at www.adviserinfo.sec.gov. Vizcaya Capital, 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 level of skill or training. 1  Item 2 Material Changes Since our most recent annual update on March 28th, 2024, there have been no material changes to our Form ADV Part 2. As required, we are providing you with a description of these updates to ensure you have the most current information. • There are no material changes to report at this time. We encourage clients to review this Brochure in its entirety and contact us with any questions at info@vizcayacapital.com or visiting the SEC website: https://adviserinfo.sec.gov/firm/summary/170518 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Item 20 Additional Information Page 1 Page 2 Page 3 Page 4 Page 6 Page 8 Page 9 Page 9 Page 15 Page 15 Page 17 Page 18 Page 19 Page 19 Page 19 Page 20 Page 20 Page 20 Page 21 Page 21 3  Item 4 Advisory Business Description of Services and Fees Vizcaya Capital, LLC is a registered investment adviser primarily based in Miami, Florida. We are organized as a limited liability company under the laws of the State of Florida. We have been providing investment advisory services since 2014. Gilon Holdings, Inc. and Hemuna Corp. are our principal owners. Andy Gilon owns Gilon Corp. and Nadav Goshen owns Hemuna Corp. Currently, we offer Sub-advisory Services to unaffiliated third-party money managers and Portfolio Management to our own clients. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to Vizcaya Capital, LLC and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. We use the terms "we" and "our" throughout this disclosure brochure to refer to Vizcaya Capital, LLC. The use of these terms is not intended to imply that there is more than one individual associated with this firm. Portfolio Management Services We offer discretionary and non-discretionary portfolio management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our portfolio management services, we may customize an investment portfolio for you according to your risk tolerance and investing objectives. We may also invest your assets using a predefined strategy, or we may invest your assets according to one or more model portfolios developed by our firm. Once we construct an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis and will re-balance the portfolio as required by changes in market conditions and in your financial circumstances. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. Sub-Advisory Services We offer sub-advisory services to and unaffiliated third-party money managers (the "Primary Investment Adviser"). As part of these services, we will provide model portfolios, which the Primary Investment Adviser selects for their clients. We will then provide recommendations for asset allocations and re-balancing to the Primary Investment Adviser who will be ultimately responsible for implementing those recommendations. We will not communicate investment recommendations or selections directly to the Primary Investment Adviser's individual clients and we do not execute transactions ourselves. 4  Private Investment Funds Vizcaya Capital, LLC serves as the investment adviser to Vizcaya Lending Fund Segregated Portfolio of Glide Fund SPC Ltd ("Vizcaya Segregated Portfolio"). Vizcaya Segregated Portfolio, is a segregated portfolio of the Glide Master Fund SPC Ltd. (the "Master Fund"), a Segregated Portfolio Company "SPC" created under the laws of the British Virgin Islands. Glide Capital LLC provides fund management services to Glide Master Fund SPC Ltd ("Master Fund"). As Fund Manager, Glide Capital LLC has delegated Vizcaya Capital, LLC with discretionary investment advisory authority over Vizcaya Segregated Portfolio. We are not affiliated with Glide Capital LLC and have no ownership interest in the Master Fund. The investment advisory services provided to the Funds are governed by the offering documents of the Funds. We base our advice to the Vizcaya Segregated Portfolio on its investment objectives and the restrictions (if any) set forth in the applicable offering memorandum, organizational documents, investment management agreement, and/or subscription agreements, as the case may be (each and collectively, the "Governing Documents"). The Vizcaya Segregated Portfolio is available for investment only by institutional investors and other sophisticated, high-net-worth investors, who meet the eligibility requirements of the applicable Fund set forth in its Governing Documents. The Fund is exempt from registration as an investment company under the U.S. Investment Company Act, as amended (the "Investment Company Act"), under Section 3(c)(1) or 3(c)(7) thereof. Investors and prospective investors should refer to the offering documents for the Fund for a complete description of the risks, investment objectives and strategies, fees and other relevant information pertaining to investments in the Fund. Additionally, we are also the adviser to the Vizcaya Lending Fund ("Lending Fund"); the Vizcaya Private Lending Fund (Feeder) Segregated Portfolio ("Private Lending Fund"); and, the Vizcaya Alternative Investments Segregated Portfolio ("Alternative Investments Fund"). A conflict of interest exists with respect to these Funds since we have a financial incentive to recommend them to you. However, as a fiduciary, we are obligated to act only in our clients' best interests and will, therefore, only recommend these funds when we have determined that they are appropriate for you. Selection of Other Advisers We recommend that you use the services of a third-party money manager ("TPMM") to manage all, or a portion of, your investment portfolio. After gathering information about your financial situation and objectives, we may recommend that you engage a specific TPMM or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPMM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will monitor the TPMM(s)' performance to ensure its management and investment style remains aligned with your investment goals and objectives. The TPMM(s) will actively manage your portfolio and will assume discretionary investment authority over your account. We will assume discretionary authority to hire and fire TPMM(s) and/or reallocate your assets to other TPMM(s) where we deem such action appropriate. 5  Types of Investments We offer advice on equity securities, corporate debt securities (other than commercial paper), commercial paper, certificates of deposit, mutual fund shares, United States government securities, private placements and private funds, options contracts on securities, options contracts on commodities, money market funds, real estate, structured notes, ETFs and interests in partnerships investing in real estate. Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Since our investment strategies and advice are based on each client's specific financial situation, the investment advice we provide to you may be different or conflicting with the advice we give to other clients regarding the same security or investment. Assets Under Management As of December 31, 2024, we provide continuous management services for a total of $529,819,035 in Assets Under Management of which $484,759,179 on a discretionary basis, and $45,059,856 on a non-discretionary basis. Item 5 Fees and Compensation Portfolio Management Services Our fee for portfolio management services is 1.00% of your assets we manage. Our annual portfolio management fee is billed and payable quarterly in arrears based on the value of your account on the last day of the quarter. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. We send clients quarterly invoices that indicates the amount of fees and payment detail. The client authorizes the invoice by signing it and sends the invoice and wire instructions to the custodian to then receive payment. Vizcaya Capital LLC does not debit fees from client accounts. We send you an invoice indicating the formula used to calculate, the amount of assets under management on which each fee is based, and the time period covered by the fee. The qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. You may terminate the portfolio management agreement upon 30-days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If prepaid fees: If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian please call our main office number located on the cover page of this brochure. 6  Sub-Advisory Services The advisory fee clients pay to the Primary Investment Adviser is established and payable in accordance with the brochure provided by the Primary Investment Adviser. These fees may or may not be negotiable. We share in the fee paid to the Primary Investment Adviser and do not charge any separate or additional fee to the clients. Clients are required to sign an agreement directly with the Primary Investment Adviser. Clients may terminate their advisory relationship with the Primary Investment Adviser according to the terms of their agreement with the Primary Investment Adviser. Private Fund Fees All fees paid to Vizcaya Capital, LLC for investment advisory services are separate and distinct from the fees and expenses charged by the Glide Fund SPC Ltd ("Fund" or "Master Fund") to the investors in the Fund as members or partners of the private pooled investment vehicle. These fees and expenses are described in each private fund's offering documents. Such fees will generally include a management fee, other fund expenses, and a performance- based fee. A client could possibly invest in a private fund directly, without our services. In that case, the client would not receive the services provided by Vizcaya Capital. LLC which are designed, among other things, to assist the client in determining which private Fund or Funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the Funds and Vizcaya Capital LLC fees to fully understand the total amount of fees to be paid by the client and thereby evaluate the advisory services being provided. Selection of Other Advisers Our recommendations to use third party money managers ("TPMM") are included in our portfolio management fee. We do not charge you a separate fee for the selection of other advisers nor will we share in the advisory fee you pay directly to the TPMM. Advisory fees that you pay to the TPMM are established and payable in accordance with the Form ADV Part 2 or other equivalent disclosure document provided by each TPMM to whom you are referred. These fees may or may not be negotiable. You should review the recommended TPMM's brochure for information on its fees and services. You may be required to sign an agreement directly with the recommended TPMM(s). You may terminate your advisory relationship with the TPMM according to the terms of your agreement with the TPMM. You should review each TPMM's brochure for specific information on how you may terminate your advisory relationship with the TPMM and how you may receive a refund, if applicable. You should contact the TPMM directly for questions regarding your advisory agreement with the TPMM. Compensation for the Sale of Securities or Other Investment Products Andy Gilon is separately licensed as a real estate agent. In this capacity, he can effect transactions in real estate for clients and earn commissions for these activities. The fees you pay our firm for advisory services are separate and distinct from the commissions earned for real estate related activities. This presents a conflict of interest because our investment advisor representative may have an incentive to recommend real estate to you for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase real estate through any person affiliated with our firm. Persons providing investment advice on behalf of our firm are licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating 7  commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. Additional Fees and Expenses As part of our investment advisory services, we may recommend investments, in mutual funds and exchange traded funds. The fees that clients pay to the Primary Investment Adviser for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. Clients will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom the account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost, clients should review all fees charged by mutual funds, exchange traded funds, the Primary Investment Adviser, and others. For information on our brokerage practices, please refer to the Brokerage Practices section of this brochure. Item 6 Performance-Based Fees and Side-By-Side Management Performance Based Fees Depending on the arrangements made at the inception of the engagement, we may charge performance-based fees to "qualified clients" having a net worth greater than $2,000,000 or for whom we manage at least $1,000,000, immediately after entering an agreement for our services. Performance-based fees are fees based on a share of capital gains or capital appreciation of a client's account. The fixed portion of the fee will not exceed 1.00% per annum of current portfolio equity, payable quarterly in arrears. The performance fee is equal to 10% of the annual gross profits above the risk-free rate, once a minimum high-water mark return has been achieved within a 12-month period. The initial high-water mark will be established based on the historical high point of the account during the preceding 12-month period. Once established, the performance fee will only be due if the account exceeds that high water mark. At the end of each 12-month period, the account will be reviewed and, if the previous high-water mark has been exceeded, the new high point will be established as the high-water mark. In the event the account has declined, the high-water mark will not decrease. The high-water mark will be set forth in the account statements. Fees will be adjusted for deposits and withdrawals made during the 12-month period. In the event the client makes a complete withdrawal from the account on a date other than year-end, fees will be due at the time of withdrawal. Performance based fees are generally billed on an annual basis, payable in arrears. Although we comply with applicable rules and regulations, we believe our advisory fees are competitive. However, total fees, exceeding 3% of assets under management could be considered excessive. Comparable services may be available from other sources for a lower fee. We manage accounts that are charged performance-based fees while at the same time managing accounts (perhaps with similar objectives) that are not charged performance-based fees ("side-by-side management"). Performance- based fees and side-by-side management create conflicts of interest, which we have identified and described in the following paragraphs. 8  Performance-based fees create an incentive for our firm to make investments that are riskier or more speculative than would be the case absent a performance fee arrangement. In order to address this potential conflict of interest, a senior officer of our firm periodically reviews client accounts to ensure that investments are suitable and that the account is being managed according to the client's investment objectives and risk tolerance. Performance based fees may also create an incentive for our firm to overvalue investments which lack a market quotation. In order to address such conflict, we have adopted policies and procedures that require our firm to "fairly value" any investments, which do not have a readily ascertainable value. Side-By-Side Management Side-by-side management might provide an incentive for our firm to favor accounts for which we receive a performance-based fee. For example, we may have an incentive to allocate limited investment opportunities, such as initial public offerings, to clients who are charged performance- based fees over clients who are charged asset- based fees only. To address this conflict of interest, we have instituted policies and procedures that require our firm to allocate investment opportunities (if they are suitable) in an effort to avoid favoritism among our clients, regardless of whether the client is charged performance fees. Item 7 Types of Clients We offer investment advisory services to individuals including high net worth individuals, pooled investment vehicles, and sub-advisory services to other investment advisers. In general, we do not require a minimum dollar amount to open and maintain an advisory account. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss We will use one or more of the following methods of analysis or investment strategies when providing investment advice to you. Technical Analysis - involves studying past price patterns, trends, and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. • Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. • Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. 9  • Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long- term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short- term price fluctuations. • Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Option Writing - a securities transaction that involves selling an option. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a particular security at a specified price on or before the expiration date of the option. When an investor sells a call option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. When an investor sells a put option, he or she must pay the strike price per share if the buyer exercises the option, and will receive the specified number of shares. The option writer/seller receives a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon clients' predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Clients' restrictions and guidelines may affect the composition of their portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in our management of your assets. Regardless of account size or any other factors, we strongly recommend that clients consult with a tax professional regarding the investing of their assets. Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. 10  Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that clients' financial goals and objectives will be met. Past performance is in no way an indication of future performance. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential loses. The following risks may not be all-inclusive, but should be considered carefully by a prospective client before retaining our services. Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer's securities held by a client. Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client's future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired, or are nearing retirement. Recommendation of Particular Types of Securities As disclosed under the Advisory Business section in this brochure, we recommend all types of securities and we do not necessarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with that investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or all of your principal. The US Securities and Exchange Commission notes that "While investor losses in money market funds have been rare, they are possible". In return for this risk, you should earn a greater return on your cash than you'd expect from an FDIC insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you don't know how much you'll earn on your investment next month. The rate could go up or down. If it goes up, that may be a good thing. 11  However, if it goes down and you earn less than you expected, you can end up needing more cash. A final risk you're taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tends to be less than long-term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Certificates of Deposit: Certificates of deposit are generally the safest type of investment since they are insured by the federal government up to a certain amount. However, because the returns are generally very low, it's possible for inflation to outpace the return. Likewise, US Government securities are backed by the full faith and credit of the United States government but it's also possible for the rate of inflation to exceed the returns. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to: the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and ETFs: Mutual funds and exchange traded funds (ETFs) are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So- called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF's performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. 12  Commercial Paper: Commercial Paper (CP) is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. There is a less risk in asset based commercial paper (ABCP). The difference between ABCP and CP is that instead of being an unsecured promissory note representing an obligation of the issuing company, ABCP is backed by securities. Therefore, the perceived quality of the ABCP depends on the underlying securities. Real Estate: Real estate is increasingly being used as part of a long-term core strategy due to increased market efficiency and increasing concerns about the future long-term variability of stock and bond returns. In fact, real estate is known for its ability to serve as a portfolio diversifier and inflation hedge. However, the asset class still bears a considerable amount of market risk. Real estate has shown itself to be very cyclical, somewhat mirroring the ups and downs of the overall economy. In addition to employment and demographic changes, real estate is also influenced by changes in interest rates and the credit markets, which affect the demand and supply of capital and thus real estate values. Along with changes in market fundamentals, investors wishing to add real estate as part of their core investment portfolios need to look for property concentrations by area or by property type. Because property returns are directly affected by local market basics, real estate portfolios that are too heavily concentrated in one area or property type can lose their risk mitigation attributes and bear additional risk by being too influenced by local or sector market changes. Limited Partnerships: A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner does not usually invest any capital, but has management authority and unlimited liability. That is, the general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority and confine their participation to their capital investment. That is, limited partners invest a certain amount of money and have nothing else to do with the business. However, their liability is limited to the amount of the investment. In the worst case scenario for a limited partner, he/she loses what he/she invested. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. The range of risks are dependent on the nature of the partnership and disclosed in the offering documents if privately placed. Publicly traded limited partnership have similar risk attributes to equities. However, like privately placed limited partnerships their tax treatment is under a different tax regime from equities. You should speak to your tax adviser in regard to their tax treatment. Options Contracts: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The two types of options are calls and puts: A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. 13  The option trading risks pertaining to options buyers are: • Risk of losing your entire investment in a relatively short period of time. • The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). • European style options which do not have secondary markets on which to sell the options prior to expiration can only realize its value upon expiration. • Specific exercise provisions of a specific option contract may create risks. • Regulatory agencies may impose exercise restrictions, which stops you from realizing value. The option trading risks pertaining to options sellers are: • Options sold may be exercised at any time before expiration. • Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continues to risk a loss due to a decline in the underlying stock. • Writers of Naked Calls risk unlimited losses if the underlying stock rises. • Writers of Naked Puts risk unlimited losses if the underlying stock drops. • Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. • Writers of call options could lose more money than a short seller of that stock could on the same rise on that underlying stock. This is an example of how the leverage in options can work against the option trader. • Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call options are exercised. • Call options can be exercised outside of market hours such that effective remedy actions cannot be performed by the writer of those options. • Writers of stock options are obligated under the options that they sold even if a trading market is not available or that they are unable to perform a closing transaction. • The value of the underlying stock may surge or ditch unexpectedly, leading to automatic exercises. Other option trading risks are: • The complexity of some option strategies is a significant risk on its own. • Option trading exchanges or markets and option contracts themselves are open to changes at all times. • Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. • Risk of erroneous reporting of exercise value. • If an options brokerage firm goes insolvent, investors trading through that firm may be affected. • Internationally traded options have special risks due to timing across borders. Risks that are not specific to options trading include market risk, sector risk and individual stock risk. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. Structured Products: A structured product, also known as a market-linked product, is generally a pre- packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity, and have two components: a note and a derivative. The derivative component is often 14  an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and, other events that are difficult to predict. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. Item 10 Other Financial Industry Activities and Affiliations Glide Capital LLC serves as the investment adviser to the Glide Master Fund SPC Ltd ("Fund" or "Master Fund"), a master fund based in the British Virgin Islands consisting of multiple feeder funds, including the Vizcaya Segregated Portfolio that we managa and the Vizcaya Private Lending, LLC ("Vizcaya Private Lending Fund") that is managed by our affiliate, Vizcaya Capital Partners LLC. We are not affiliated with Glide Capital LLC and have no ownership interest in the Master Fund. Although some of our clients are invested in the Master Fund, we do not actively solicit our clients to invest therein. The funds are offered to certain sophisticated investors, who meet certain requirements under applicable state and/or federal securities laws. Investors to whom the funds are offered will receive an offering memorandum, organizational documents, investment management agreement, and/or subscription agreements. The fees charged by the funds are separate and apart from our advisory fees. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the fund. Persons affiliated with our firm have made an investment in the fund and can have an incentive to recommend the fund over other investments. As noted in Item 4, in addition to the Vizcaya Lending Fund Segregated Portfolio ("Vizcaya Segregated Portfolio"), we are also the adviser to the Vizcaya Lending Fund ("Lending Fund"); the Vizcaya Private Lending Fund (Feeder) Segregated Portfolio ("Private Lending Fund"); and, the Vizcaya Alternative Investments Segregated Portfolio ("Alternative Investments Fund"). As noted, a conflict of interest exists with respect to these Funds since we have a financial incentive to recommend them to you. However, as a fiduciary, we are obligated to act only in our clients' best interests and will, therefore, only recommend these funds when we have determined that they are appropriate for you. 15  Arrangements with Affiliated Entities Holding Companies We are affiliated with the following holding companies through common control and ownership: Gilon Holdings, Inc., a holding company for investments, owned by Andy Gilon; Hemuna Corp., a holding company for investments, owned by Nadav Goshen; and Vizcaya Capital Holdings, a holding company for investments, owned by Nadav Goshen and Gilon. Our advisory services are separate and distinct from the compensation paid to our affiliates for their services. Common Ownership We are also affiliated through common ownership with the following entities: Vizcaya Capital Holdings; Vizcaya Capital Partners LLC; Vizcaya Capital Private Lending LLC; Vizcaya Opportunity Holding I - IX; Andraste Properties; Andrasted Investments; Soli Investments; La Nina del Mar; YLW Wood; Asesorias Zoldan Florsheim Limitada; Comercial TPF Limitada; Inversiones CosiCuatro Limitrada; Pigtail and Crew Cuts; and Zoldan Corp. Our advisory services are separate and distinct from the compensation paid to our affiliates for their services. Some affiliated firms can be otherwise regulated by the professional organizations to which they belong and must comply with the rules of those organizations. These rules can prohibit paying or receiving referral fees to or from investment advisers that are not members of the same organization. Referral arrangements with an affiliated entity presents a conflict of interest for us because we can have a direct or indirect financial incentive to recommend an affiliated firm's services. While we believe that compensation charged by an affiliated firm is competitive, such compensation could be higher than fees charged by other firms providing the same or similar services. You are under no obligation to use the services of any firm we recommend, whether affiliated or otherwise, and could obtain comparable services and/or lower fees through other firms. Insurance Agency and Agents We are affiliated with Vizcaya Insurance Services through common control and ownership. Therefore, persons providing investment advice on behalf of our firm are licensed as insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate from our advisory fees. See the Fees and Compensation section in this brochure more information on the compensation received by insurance agents who are affiliated with our firm. This affiliated firm is otherwise regulated by the professional organizations to which it belongs and must comply with the rules of those organizations. These rules can prohibit paying or receiving referral fees to or from investment advisers that are not members of the same organization. Licensed Real Estate Agents Andy Gilon is separately licensed as independent real estate agent. In this capacity, he can effect transactions in real estate for clients and earn commissions for these activities. The fees you pay our firm for advisory services are separate and distinct from the commissions earned for real estate related activities. This presents a conflict of interest because our investment advisor representative can have an incentive to recommend real estate to you for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase real estate through any person affiliated with our firm. Recommendation of Other Advisers In certain circumstances, we would recommend that you use a third party money manager ("TPMM") based on your needs and suitability. We will receive compensation from the TPMM for recommending that you use their services. These compensation arrangements present a conflict of interest because we have a financial incentive to recommend the services of the third party adviser. You are not 16  obligated, contractually or otherwise, to use the services of any TPMM we recommend. We do not have any other business relationships with the recommended TPMM(s). Refer to the Advisory Business section above for additional disclosures on this topic. Arrangements with Unaffiliated Entities Eytan Starkman, an investment adviser representative of Vizcaya Capital, LLC ("Vizcaya Capital"), serves as the Managing Director of Ulua VC Partners LLC ("Ulua"), an unaffiliated exempt reporting adviser, which serves as the investment adviser to Ulua VC 2022 Fund Series of Fundviews Series, LLC ("the Fund"), a venture capital fund. Vizcaya Capital is not affiliated with either Ulua or the Fund. With the exception of the legacy clients that Mr. Starkman brought to Vizcaya Capital, Vizcaya Capital clients are not actively solicited to participate in the Fund. The Fund is only offered to certain sophisticated investors who meet certain requirements under applicable state and/or federal securities laws. Investors to whom the Fund is offered will receive a private placement memorandum and other offering documents. The fees charged by the Fund and payable to its Managing Member (and, ultimately, to Mr. Starkman) are separate and apart from our advisory fees. If you are solicited to invest in the Fund you should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Fund. Persons associated with our firm may have made an investment in the Fund and may have a financial incentive to recommend the Fund over other investments. In light of the compensation that Mr. Starkman will receive as a result of his ownership interest of the Investment Manager, as well as his registration with Vizcaya Capital, LLC as an Investment Adviser Representative, a conflict of interest exists between Vizcaya Capital, LLC, Mr. Starkman and clients of Vizcaya to whom this investment is recommended since Mr. Starkman has a financial incentive to make such recommendations. As a fiduciary, our firm and its associated persons will always act in our clients best interest. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. 17  Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to clients or securities in which clients are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of clients and potentially receive more favorable prices than clients will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall execute trades for ourselves in securities that we are recommending to the Primary Investment Advisor prior to the Primary Investment Advisor executing those trades. Item 12 Brokerage Practices We maintain relationships with several custodians. While you are free to choose any broker-dealer or other service provider as your custodian, we recommend that you establish an account with a firm with which we have an existing relationship. Such relationships may include benefits provided to our firm, including but not limited to market information and administrative services that help our firm manage your account(s). We believe that the recommended custodians provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the services provided by recommended the custodians including the value of the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of the services recommended custodians provide, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Investments made by individual investors in the Funds will be held on deposit with a qualified custodian such as a bank, trust company, or other qualified financial institution. Research and Other Soft Dollar Benefits We do not have any soft dollar relationships. Client Referrals We do not receive client referrals from broker-dealers and/or other custodians in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage In limited circumstances, and at our discretion, some clients may instruct our firm to use one or more particular brokers for the transactions in their accounts. If you choose to direct our firm to use a particular broker, you should understand that this might prevent our firm from aggregating trades with other client accounts or from effectively negotiating brokerage commissions on your behalf. This practice may also prevent our firm from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Block Trades Transactions for each client generally will be effected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may, but are not obligated to, combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average 18  price per share for all transactions and pays a proportionate share of all transaction costs on any given day. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Item 13 Review of Accounts When acting as a sub-advisor, Nadav Goshen, Managing Member of Vizcaya Capital, LLC will monitor the model portfolios on an ongoing basis and but will not conduct individual account reviews. The models are reviewed daily to ensure the recommended asset allocation is consistent for that model. For clients using our Portfolio Management service, Nadav Goshen, Andy Gilon, and/or Arie Zoldan will monitor your accounts on a daily basis and will conduct account reviews at least annually. The reviews are designed to ensure the advisory services provided to you and the portfolio mix are consistent with your stated investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals, • year-end tax planning, • market moving events, • security specific events, and/or, • changes in your risk/return objectives. We may provide you with additional statements and/or periodic written reports in conjunction with account reviews. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). Item 14 Client Referrals and Other Compensation We do not receive any compensation from any third party in connection with providing investment advice to the primary Investment Advisor nor do we compensate any individual or firm for client referrals. Revenue Sharing We have revenue sharing arrangements which creates a conflict of interest as there can be a financial incentive to recommend investments that can provide us with benefits which can conflict with our fiduciary duty to place client interests ahead of its own. Item 15 Custody We send clients quarterly invoices that indicates the amount of fees and payment detail. The client authorizes the invoice by signing it and sends the invoice along with wire instructions to the custodian. The custodian then initiates a wire transfer to transfer funds on behalf of the client to our firm's account to cover the advisory fees. Vizcaya Capital LLC does not debit fees from client accounts. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. 19  You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, please contact us directly at the telephone number on the cover page of this brochure. Where we act only as a sub-advisor, clients will only receive statements from their custodian(s) which will indicate the amount of the Primary Investment Advisor's advisory fees deducted from client's account(s) each billing period. Private Investment Companies We will serve as the investment adviser to private fund(s) ("Fund(s)"), pooled investment vehicle(s) organized as limited partnership(s). We are not affiliated with Glide Capital LLC and have no ownership interest in the Fund(s). In our capacity as investment advisers to Fund(s), we will not have access to the Fund(s)' funds and securities, and therefore we do not have custody over such funds and securities. Item 16 Investment Discretion You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the Advisory Business section in this brochure for more information on our discretionary management services. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account(s). You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. In acting act as a sub-advisor, providing recommended asset allocations to the Primary Investment Advisor, we will not execute transactions for client accounts and will not take discretion. Item 17 Voting Client Securities We will not vote proxies on behalf of advisory accounts. In most cases, clients will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them to the Primary Investment Advisor. Item 18 Financial Information We are not required to provide a balance sheet or other financial information to our clients because we do not require the prepayment of fees in excess of $1,200 and six months or more in advance; we do not take custody of client funds or securities; and, we do not have a financial condition that is reasonably likely to impair our ability to meet our commitments to you. Moreover, we have never been the subject of a bankruptcy petition. 20  Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. Item 20 Additional Information Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact our main office at the telephone number on the cover page of this brochure if you have any questions regarding this policy. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. 21