D'ARCY CAPITAL MANAGEMENT, LLC

Item 1 - Cover Page D’Arcy Capital Management LLC 12625 High Bluff Drive, Suite 314 San Diego, California 92130 (858) 461-4391 www.darcycapital.com February 20, 2025 ____________________________________________________________________________________ This brochure provides information about the qualifications and business practices of D’Arcy Capital Management LLC. If you have any questions about the contents of this brochure, please contact us at (858) 461-4391. 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 D’Arcy Capital Management LLC is also available on the Internet at www.adviserinfo.sec.gov. You can view information on this website by searching for D’Arcy Capital Management LLC’s name or by using its CRD number: 156264. *Registration as an investment advisor does not imply a certain level of skill or training.  Item 2 – Material Changes Since our last annual update was filed on February 22, 2024, we have made the following material changes to this brochure: Item 4 & Item 5 We have updated our description of services and fees to make clear that when our clients engage us for asset management, we include our financial planning services and do not charge separately for our financial planning advice. Item 7 We have added that generally our account minimum is $500,000 and the minimum investment for the Global Large Cap Value portfolios is $250,000 and the minimum investment for our bond management portfolios is $1,000,000. Item 11 We have updated the summary of our Code of Ethics to remove redundant disclosures and to disclose that our associated persons may participate with clients in block trades as further described in Item 12. Item 12 We have added the regulatory guided steps we follow when we aggregate associated persons accounts with client accounts in block trades. We will ensure that you receive a summary of material changes, if any, to this and subsequent disclosure brochures within 120 days after our fiscal year ends. Our fiscal year ends on December 31 so you will receive the summary of material changes, if any, no later than April 30 each year. At that time, we will also offer a copy of the most current disclosure brochure. We may also provide other ongoing disclosure information about material changes as necessary. 2 D’Arcy Capital Management LLC Disclosure Brochure  Item 3 – Table of Contents Item 1 - Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ............................................................................................................................ 3 Item 4 – Advisory Business ........................................................................................................................... 4 Ownership ................................................................................................................................................. 4 General Description of Primary Advisory Services ................................................................................... 4 Asset Management and Financial Planning Services ........................................................................... 4 Specialization ........................................................................................................................................ 4 Limits Advice to Certain Types of Investments. .................................................................................... 5 Tailor Advisor Services to Individual Needs of Clients ............................................................................. 5 Wrap-Fee Program versus Portfolio Management Program .................................................................... 5 Client Assets Managed by Advisor ........................................................................................................... 5 Item 5 – Fees and Compensation ................................................................................................................. 6 Asset Management and Financial Planning Services ............................................................................... 6 Consultations ............................................................................................................................................ 8 Seminars ................................................................................................................................................... 8 Publications ............................................................................................................................................... 8 Additional Compensation .......................................................................................................................... 9 Comparable Services ................................................................................................................................ 9 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................ 9 Item 7 – Types of Clients .............................................................................................................................. 9 Minimum Investment Amounts Required .................................................................................................. 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 10 Methods of Analysis ................................................................................................................................ 10 Investment Strategies ............................................................................................................................. 10 Risk of Loss ............................................................................................................................................. 10 Primary Method of Analysis or Strategy .................................................................................................. 11 Item 9 – Disciplinary Information ................................................................................................................. 11 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................... 11 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading ............................... 12 Item 12 – Brokerage Practices .................................................................................................................... 13 Block Trades ........................................................................................................................................... 14 Item 13 – Review of Accounts .................................................................................................................... 15 Account Reviews ..................................................................................................................................... 15 Account Reports ...................................................................................................................................... 15 Item 14 – Client Referrals and Other Compensation .................................................................................. 16 Client Referrals ....................................................................................................................................... 16 Other Compensation ............................................................................................................................... 16 Item 15 – Custody ....................................................................................................................................... 16 Item 16 – Investment Discretion ................................................................................................................. 16 Item 17 – Voting Client Securities ............................................................................................................... 17 Item 18 – Financial Information ................................................................................................................... 17 Class Action Lawsuits ................................................................................................................................. 17 Customer Privacy Policy ............................................................................................................................. 18 3 D’Arcy Capital Management LLC Disclosure Brochure  Item 4 – Advisory Business Ownership D’Arcy Capital Management LLC (“Advisor” or “we”) is as an investment advisor registered with the U.S. Securities and Exchange Commission. We are a limited liability company formed under the laws of the State of California in 2011. • Christopher Brett D’Arcy is the Chief Compliance Officer (CCO) and Owner of D’Arcy Capital Management. Christopher Brett D’Arcy owns 80.00% of D’Arcy Capital Management. • Krysta Noelle Cordill (aka Krysta Noelle Kelly) is an additional Owner of D’Arcy Capital Management. Krysta Noelle Cordill owns 20.00% of D’Arcy Capital Management. General Description of Primary Advisory Services We offer personalized investment advisory services including comprehensive financial plans and asset management. The following are brief descriptions of our primary services. A detailed description is provided in Item 5, Fees and Compensation, so that clients and prospective clients (“client” or “you”) can review the services and description of fees more thoroughly. Asset Management and Financial Planning Services We offer investment management services providing clients with continuous and on-going supervision over their accounts. This means that we continuously monitor a client’s account and make trades in that account when necessary. In addition to investment management, we offer full-service financial planning services related to estate planning, educational planning and retirement for each of our clients. Financial planning can be described as helping individuals determine and set their long-term financial goals through investments, tax planning, asset allocation, risk management, retirement planning and other areas. The role of a financial planner is to find ways to help clients understand their overall financial situation and help them set financial objectives. Specialization We specialize in a “core and satellite” approach to asset allocation that uses a combination of “active” and “passive” investments for fully diversified portfolios. Additionally, we have extensive experience in bond management, large cap value equity management and dividend paying equity securities. This expertise is generally included within the overall service provided to our clients. Our managing member, Christopher D’Arcy, has over twenty years of experience managing bond portfolios, large cap value portfolios, and equity income portfolios. This expertise is used in developing non-diversified portfolios as described within this Disclosure Brochure. It is also an important element in the income strategies that are developed for our clients. Clients who meet the requisite minimums (see Item 7 below) may be invested in our Global Large Cap Value portfolios if they can benefit from holding individual stocks or in our bond management portfolios. 4 D’Arcy Capital Management LLC Disclosure Brochure  Limits Advice to Certain Types of Investments. We focus our investment advice on the following types of investments: • Exchange-listed securities • Securities traded over-the-counter • Exchange traded funds • Certificates of deposit • United States government securities • Mutual funds • Corporate bonds • Municipal bonds • U.S. Agency bonds • Selective alternative investments Although our advice is generally limited to the investment products previously listed, we reserve the right to offer advice on any product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Tailor Advisor Services to Individual Needs of Clients Our services are always provided based on your specific needs. You are given the ability to impose restrictions on your accounts, including specific investment selections and sectors. However, we will not enter into an investment advisor relationship with a client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Wrap-Fee Program versus Portfolio Management Program In traditional management programs, advisory services are provided for a fee but transaction services are billed separately on a per-transaction basis. In wrap-fee programs, advisory services and transaction services are provided for one fee. We do not act as a portfolio manager of or sponsor wrap fee programs. Client Assets Managed by Advisor The amount of client’s assets managed by us totaled $178,589,007 as of December 31, 2024, all managed on a discretionary basis. 5 D’Arcy Capital Management LLC Disclosure Brochure  Item 5 – Fees and Compensation In addition to the information provided in Item 4, Advisory Business, this section provides details regarding Advisor’s services along with descriptions of each service’s fees and compensation arrangements. Asset Management and Financial Planning Services We offer asset management services that include giving continuous investment advice and/or making investments for you based on your individual needs, goals and objectives. We offer a customized and individualized investment program providing you with advice regarding various asset classes, ongoing assistance with evaluating and selecting investments, adjusting and rebalancing portfolios. We have two management programs. The first is an asset allocation program created specific to your objectives. The securities used in these allocations may include mutual funds, exchange traded funds, separate account managers, individual bonds, individual stocks, certificates of deposit and municipal bonds. Depending upon your individual needs, portfolios can range from 100% fixed income investments to 100% equity investments. The second program uses a non-diversified approach utilizing individual stocks and/or bonds aimed at achieving your specific goal. Strategies include large cap value stocks, individual bonds and a balanced strategy that includes both large cap value stocks and bonds. Bonds can be both taxable and non- taxable (municipal bonds). Strategies can also use exchange traded funds and mutual funds. We recommend that your assets be maintained in a brokerage account with Fidelity Brokerage Services LLC (Fidelity), an SEC registered broker/dealer and member NYSE/SIPC. See Item 12, Brokerage Practices, for additional discussion on our recommendation and use of Fidelity. However, you are free to select any account custodian you wish. We assist you in establishing a managed account with Fidelity or another qualified custodian that you select. The qualified account custodian maintains custody of your funds and securities. We do not act as custodian and so do not have direct access to your funds and securities except to have advisory fees deducted from your account with your prior written authorization. You authorize us to have trading authorization on your accounts and we provide management services on a discretionary basis only. On a discretionary basis, we make all decisions to buy, sell or hold securities, cash or other investments in your managed account in our sole discretion without consulting with you before making any transactions. You must provide us with written authorization to exercise this discretionary authority, and you can place reasonable restrictions and limitations on the discretionary authority. See Item 16, Investment Discretion, for additional discussion on discretionary authority. We charge for asset management services based on a percentage of assets under management. Fees are billed quarterly in advance and calculated based on the fair market value of the account as of the end of the previous quarter as follows: Account Value Maximum Annual Fee Up to $1,000,000 $1,000,001 to $10,000,000 $10,000,001 to $25,000,000 Over $25,000,001 1.75% 1.00% 0.80% Negotiable 6 D’Arcy Capital Management LLC Disclosure Brochure  Fees are negotiable based on the complexity of your situation, the composition of your account and the potential for additional account deposits. We always disclose the fee to you before we provide any services. If an agreement for services is executed mid-period, the initial fee is prorated based on the number of days services were provided during the first billing period. At your option, fees can either be billed directly to you or automatically deducted from an account designated by you and paid directly to us by the account custodian. If fees are billed directly, they are due immediately upon receipt of our billing statement. If fees are deducted from an account, you must provide the account custodian with written authorization to have the fees deducted from the account and paid directly to us. At least quarterly, you receive an account statement from your account custodian detailing transactions in your account, including advisory fees charged. You should review the account statements received from the account custodian and verify that appropriate advisory fees are being deducted. The custodian will not verify the accuracy of the advisory fees deducted. Fidelity generally does not charge separately for maintaining custody of your accounts but other qualified custodians selected by you may charge a separate custody fee. However, account custodians may charge brokerage commissions and/or transaction fees directly to you. We do not receive any portion of the commission or fees from either the custodian or from you. In addition, you will incur certain charges imposed by third parties other than us in connection with investments made through your account, including, but not limited to, mutual fund sales loads, 12(b)-1 fees and surrender charges, variable annuity fees and surrender charges and IRA and qualified retirement plan fees. Our management fees are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to you. A description of these fees and expenses is available in each security prospectus. Either of us can terminate asset management services at any time by providing written notice to the other party. Termination is effective upon receipt of the notice. If services are terminated within five business days of signing the agreement for services, services are terminated without penalty. If services are terminated after the initial five business day period, we charge a prorated fee based on the number of days that services were provided prior to receipt of the termination notice. We send you a billing statement detailing the prorated fees due. We will refund any prepaid but unearned fees. You should be aware that management services billed as a percentage of assets managed could still lead to conflicts of interest between us. For example, conflicts could arise relating to financial decisions in life such as incurring or paying down debt; gifting to charities or individuals; purchasing a home, car or other non-investment assets; purchasing a lifetime immediate annuity; travel or other expenditures; investments in private equity programs (private real estate ventures, closely held businesses, etc.); and placing funds in non-managed cash reserve accounts. Our goal is that our recommendations are always made with your best interests in mind, disregarding any impact the decision has on us. When you engage us for investment management, we include our financial planning services. To begin the financial planning process, our investment advisor representatives (“representatives”) meet with you to gather information and documentation needed to perform an analysis and review of your situation as well your objectives and goals. One or more meetings may be required in order to gather all needed information and determine the services best suited to help meet your needs. We rely on the information provided by you. Therefore, it is very important that the information you provide is complete and accurate. We are not responsible for verifying the information you supply. You are also urged to 7 D’Arcy Capital Management LLC Disclosure Brochure  work closely with your attorney, accountant or other professionals regarding your financial and personal situation. Our services do not include legal or tax advice. After completing a review and analysis of the information and documents received, the representatives develop their analyses and recommendations and present the written financial plan to you. Consultations We also offer consultations on any topic or topics of interest to you. Consultations can include, but are not limited to, providing opinions on your current or prospective investments or providing research on specific projects. Consultations can be provided as a one-time meeting or as a multiple event, on-going event. You have the final determination as to when consultations are completed. Fees for consultation services are billed on either an hourly or fixed fee basis. Hourly fees are billed at a non-negotiable rate of $250 per hour. Fixed fees will generally not exceed $5,000 and are negotiable based on the actual services provided. One-time consultations are billed at the conclusion of the consultations. Multiple meetings or on-going consultations are billed in arrears either monthly or quarterly, at your discretion. Consultation services terminate upon completion of the requested consultations. However, either party can terminate services at any time by providing written notice to the other party. Termination is effective upon receiving that notice. If services are terminated within five business days of executing the client agreement, services are terminated without penalty. After that, you are responsible for the time expended prior to termination. For hourly fees, you are charged the actual time spent on the services provided. For fixed fees, you are charged based on the days services were provided since the previous billing statement was sent. For example, if your fee is $300 per quarter and you terminate after two months, you are billed $200 for the services provided to the date of termination. We provide an invoice to you detailing the services provided and fees earned and fees due from you. Seminars We do not provide any seminars or workshops. Publications We send clients and prospective clients a free quarterly financial market review and recap. We also send investment “alerts” approximately ten times per year relating to specific investment topics. These reviews and alerts are general and informational in nature and no individualized investment advice is provided to recipients. In addition, our managing member, Christopher D’Arcy, may occasionally write articles for financial publications or general consumption publications. He may also make guest appearances on financial broadcast television shows. 8 D’Arcy Capital Management LLC Disclosure Brochure  Additional Compensation From time to time, we can receive expense reimbursement for travel and/or marketing expenses from distributors of investment and/or insurance products. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment training events hosted by product sponsors. Marketing expense reimbursements are typically the result of informal expense sharing arrangements in which product sponsors will underwrite costs incurred for marketing such as advertising, publishing and seminar expenses. Although receipt of these travel and marketing expense reimbursements are not predicated upon specific sales quotas, the product sponsor reimbursements are typically made by those sponsors for whom sales have been made or it is anticipated sales will be made. We endeavor at all times to put your interests first as a part of our fiduciary duty. However, you should be aware that receiving additional compensation through marketing or expense reimbursements, etc. creates a conflict of interest that can impact the judgment of our representatives when making advisory recommendations. Comparable Services We believe our fees for advisory services are reasonable with respect to the services provided and the fees charged by other investment advisors offering similar services. However, lower fees for comparable services may be available from other sources. Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client’s account. We do not receive performance-based fees. Item 7 – Types of Clients We generally provide investment advice to the following types of clients. Individuals (including high net worth individuals) • • Trusts, estates, or charitable organizations • Institutions, profit sharing plans, and qualified retirement plans • Corporations or business entities other than those listed above Minimum Investment Amounts Required We generally require clients to maintain a minimum account size of $500,000. The minimum investment for the Global Large Cap Value portfolios is $250,000. The minimum investment for our bond management portfolios is $1,000,000. We may waive or reduce these minimums at our discretion. 9 D’Arcy Capital Management LLC Disclosure Brochure  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We use fundamental analysis when considering investment strategies and recommendations. Fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. In other words, an analyst tries to determine its true value by looking at all aspects of the business, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to- equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. Investment Strategies We utilize a long term (securities held at least one year) strategy when providing and implementing advice to our clients. However, should a client’s situation change or the basis for making an investment change significantly, there may be occasions where we utilize a short-term strategy and securities are held less than one year. Risk of Loss Investing in securities involves a risk of loss that you should be prepared to bear, including loss of your original principal. However, you should be aware that past performance of any security is not necessarily indicative of future results. Therefore, you should not assume that future performance of any specific investment or investment strategy will be profitable. We do not provide any representation or guarantee that your goals will be achieved. Further, depending on the different types of investments, there may be varying degrees of risk: • Market Risk. Either the market as a whole, or the value of an individual company, goes down, resulting in a decrease in the value of client investments. This is referred to as systemic risk. • Equity (Stock) Market Risk. Common stocks are susceptible to fluctuations and to volatile increases/decreases in value as their issuers’ confidence in or perceptions of the market change. Investors holding common stock (or common stock equivalents) of any issuer are generally exposed to greater risk than if they hold preferred stock or debt obligations of the issuer. • Company Risk. There is always a certain level of company or industry specific risk when investing in stock positions. This is referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that a company may perform poorly or that its value may be reduced based on factors specific to it or its industry (e.g., employee strike, unfavorable media attention). 10 D’Arcy Capital Management LLC Disclosure Brochure  • Options Risk. Options on securities may be subject to greater fluctuations in value than investing in the underlying securities. Purchasing and writing put or call options are highly specialized activities and involve greater than ordinary investment risk. Puts and calls are the right to sell or buy a specified amount of an underlying asset at a set price within a set time. • Fixed Income Risk. Investing in bonds involves the risk that the issuer will default on the bond and be unable to make payments. In addition, individuals depending on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • ETF and Mutual Fund Risk. ETF and mutual fund investments bear additional expenses based on a pro-rata share of operating expenses, including potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund. Clients also incur brokerage costs when purchasing ETFs. • Management Risk. Your investments also vary with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our strategies do not produce the expected returns, the value of your investments will decrease. • Concentration Risk. Clients who select our non-diversified approach strategy should understand that in a concentrated portfolio, each position contributes a larger portion of the portfolio’s performance than a broadly diversified portfolio. Clients should consider the fact that the risk of a concentrated portfolio with limited diversification increases the possibility of substantial losses and depreciation of the portfolio in the event of an external event, the concentrated stock or sector does not perform as expected, and/or deteriorating economic or market circumstances domestically and/or internationally. Primary Method of Analysis or Strategy There are risks involved in using fundamental analysis. It takes a long-term approach to analyzing markets, often looking at data over a number of years. The data reviewed is released over years (e.g., quarterly financial statements). Therefore, fundamental analysis could mean a gain is not realized until a security’s market price rises to its “correct” value over the long run--perhaps several years. The less frequent trading practices of fundamental analysis could also have a positive or negative impact on a client’s portfolio value, but likely has reduced brokerage and transaction costs. Item 9 – Disciplinary Information We have no legal or disciplinary events that are material to your evaluation of our business or the integrity of our management. Therefore, this item is not applicable to our brochure. Item 10 – Other Financial Industry Activities and Affiliations We do not have a related person that is: • A broker/dealer, municipal securities dealer or government securities dealer or broker 11 D’Arcy Capital Management LLC Disclosure Brochure  • An investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) • An investment adviser or financial planner • A futures commission merchant, commodity pool operator or commodity trading advisor • A banking or thrift institution • Accountant or accounting firm • Insurance agency or company • A lawyer or law firm • A pension consultant • A real estate broker or dealer • A sponsor or syndicator of limited partnerships. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading State and federal regulations require all investment advisers to establish, maintain and enforce a Code of Ethics. We have established a Code of Ethics that applies to our associated persons. An investment adviser is considered a fiduciary, and as a fiduciary it is an adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of clients at all times. We have a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle for our Code of Ethics, which also covers our insider trading and personal securities transactions policies and procedures. We require all of our supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Once employed by or affiliated with us, and at least annually thereafter, all supervised persons sign an acknowledgement that they have read, understand and agree to comply with our Code of Ethics. We have the responsibility to at all times serve the best interests of our clients and not to subordinate our clients’ interests to our own. Full disclosure of all material facts and conflicts of interest is provided to clients prior to any services being conducted. We and our supervised persons must conduct business in an honest, ethical and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, we will provide a copy promptly upon request. In addition to our Code of Ethics, some of our representatives have also earned designation as a Certified Financial Analyst (CFA). As a member of the CFA Institute, CFA charter holders must: • Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets. • Place the integrity of the investment profession and the interests of clients above their own personal interests. • Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities. • Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession. 12 D’Arcy Capital Management LLC Disclosure Brochure  • Promote the integrity of and uphold the rules governing capital markets. • Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals. We may buy or sell securities or have an interest or position in a security for our personal accounts that is also recommend to clients. We are and will continue to be in compliance with federal and state rules and regulations. As these situations may represent a conflict of interest, we have developed written supervisory procedures that include personal investment and trading policies for representatives, employees and their immediate family members (collectively, associated persons). These procedures were distributed to all associated persons, and the associated persons acknowledged they have read, understand and agree to abide by our policies and procedures. The policies include: • Associated persons cannot prefer their own interests to that of the client • Associated persons cannot purchase or sell any security for their personal accounts prior to implementing transactions for client accounts; except that associated persons may participate in block trades with client accounts, provided all participating accounts in the block receive the same price (see Block Trades under Item 12 – Brokerage Practices below) • Associated persons cannot buy or sell securities for their personal accounts when those decisions are based on information obtained as a result of their employment, unless that information is also available to the investing public upon reasonable inquiry • We maintain a list of all securities holdings for the firm and all associated persons; this list is reviewed on a regular basis by our Chief Compliance Officer Any trades in the same security also held by clients are reviewed to ensure improper trading does not occur. Any associated persons not observing our policies or violating any applicable state and federal advisory practice regulations, is subject to sanctions up to and including termination. Item 12 – Brokerage Practices If you wish to implement our advice, you are free to select any broker/dealer or investment advisor you wish and are so informed. If we assist you in implementing any recommendations, we have a duty to ensure that you receive the best execution possible. Best execution does not necessarily mean the lowest price but includes the overall services received from a broker/dealer. Not all investment advisors require the use of a particular broker/dealer. While we attempt to seek best execution for client accounts, we may be unable to achieve the most favorable execution of your transactions if you direct the use of a specific custodian. There may be other platforms that are less expensive and may provide faster execution capabilities. We recommend you establish a brokerage account at Fidelity. Fidelity provides us with access to their institutional trading and custody services, which are typically not available to retail investors. The services from Fidelity include brokerage, custody, research and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. 13 D’Arcy Capital Management LLC Disclosure Brochure  Fidelity also makes available to us other products and services that benefit us but may not benefit our clients' accounts. Some of these other products and services assist us in managing and administering client accounts. These include software and other technology that: • Provide access to client account data (such as trade confirmation and account statements) • Facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts) • Provide research, pricing information and other market data • Facilitate payment of our fees from client accounts • Assist with back-office functions, recordkeeping and client reporting. Many of these services generally may be used to service all, or a substantial number, of our accounts, including accounts not maintained at Fidelity. Fidelity also makes available other services intended to help us manage and further develop our business. These services may include: Information technology • Consulting, publications and conferences on practice management • • Business succession • Regulatory compliance • Marketing In addition, Fidelity may make available, arrange and/or pay for these types of services rendered to us by independent third party providing these services to us. As a fiduciary, we endeavor to act in your best interest. Our recommendation that you maintain your assets in accounts at Fidelity may be based in part on the benefit to us in the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Fidelity. This creates a conflict of interest. You are under no obligation to act on our recommendations. You may select a broker/dealer or account custodian other than Fidelity. When you direct us to use a particular broker/dealer or other custodian, we may not be able to obtain the best price and execution for the transaction. If you direct the use of a particular broker/dealer or custodian, you may receive less favorable prices than would otherwise be the case if you had not designated a particular broker/dealer or custodian. Further, we may place directed trades after effecting non-directed trades. Block Trades We generally implement transactions for client accounts independently, unless we decide to purchase or sell the same securities or bonds for several clients at approximately the same time. This process is referred to as aggregating orders, batch trading or block trading and we use it when we believe such action may prove advantageous to clients. When we aggregate client orders, the allocation of securities among client accounts will be done on a fair and equitable basis. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. We may include the accounts of associated persons with those of clients when block trading. This presents a conflict of interest as we would have an incentive to allocate more favorable executions to 14 D’Arcy Capital Management LLC Disclosure Brochure  associated person’s account. To address this conflict, we block trade in accordance with the parameters set forth in regulatory guidance. Under this procedure, (1) we will only aggregate transactions if we believe that aggregation is consistent with our duty to seek best execution; (2) we will not favor any account over any other account and each account in the aggregated order will participate at the average share price of all our transactions in that security on that day; (3) before entering an order, we will prepare a written statement (the “Allocation Statement”) specifying the participating accounts and how we intend to allocate the order among those accounts; (4) if the aggregated order is filled entirely, we will allocate shares among clients according to the Allocation Statement; if the order is partially filled, we will allocate it pro-rata according to the Allocation Statement; (5) however, we may allocate the order differently than specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reason for the different allocation is documented in writing no later than one hour after the opening of the markets on the trading day following the day the order executed; (6) if an aggregated order is partially filled and we allocate it differently than the Allocation Statement specifies, no participating account may purchase or sell the security for a reasonable period following the execution of the block trade. This only applies when the participating account sells or receives more shares than it would have if the aggregated order had been completely filled; (7) our books and records will separately reflect each aggregated order and the securities held by, bought, and sold for each account; (8) funds and securities of clients participating in an aggregated order will be deposited with one or more qualified custodians and client’s cash and securities will not be held collectively any longer than is necessary to settle the trade; (9) we do not receive any additional compensation or remuneration as a result of aggregating or blocking trades; and (10) we will provide individual investment advice and treatment to each client’s account. Item 13 – Review of Accounts Account Reviews Financial planning accounts terminate upon presentation of the plan to you and no account reviews are conducted. However, we recommend that you have your financial situation reviewed and updated at least annually. If you elect to undertake this review and update, a new client agreement will be required and additional fees will be charged. Managed accounts are reviewed at least quarterly. Christopher D’Arcy reviews all accounts. When reviewing accounts, he checks the accuracy of the account holdings, continued suitability of investment products held as well as allocation of investment types and also checks that the account continues to work towards the client’s goals and objectives. While the calendar is the main triggering factor, account reviews are also conducted due to client request, due to a change in client circumstances, account holdings or investment objectives or due to unusual market activity or economic conditions. Account Reports Financial planning accounts do not receive any reports other than the financial plan included as a part of the services originally contracted for. Managed accounts receive account statements at least quarterly from the account custodian. We also provide you with a quarterly performance report. 15 D’Arcy Capital Management LLC Disclosure Brochure  Item 14 – Client Referrals and Other Compensation Client Referrals We do not directly or indirectly compensate anyone for referring clients to us. Other Compensation For additional discussion on other compensation received by Advisor, its owners or its representatives, please refer to Additional Compensation under Item 5, Fees and Compensation, and Item 10, Other Financial Industry Activities and Affiliations. Please see Item 12, Brokerage Practices, for discussion about the services and products we may receive from Fidelity. Item 15 – Custody Custody, as it applies to investment advisors, has been defined as having access or control over client funds and/or securities, but does not include the ability to execute transactions in client accounts. Custody is not limited to physically holding client funds and securities. If an investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to have custody for purposes of the Investment Advisers Act of 1940 and must ensure proper procedures are implemented. It should be noted that authorization to trade in client accounts is not deemed by regulators to be custody. We are deemed to have custody of client funds and securities whenever we are given the authority to have fees deducted directly from client accounts. In addition, for certain client accounts, if we have the ability to transfer funds from their managed accounts to designated third parties based upon a standing letter of authorization, the SEC has also deemed this activity to be custody of client assets. However, if we have custody for third-party transfers, our procedures are designed to meet the requirements established by the SEC. For accounts where we are deemed to have custody, we have established procedures to ensure all client funds and securities are held at a qualified custodian in a separate account for each client under that client’s name. Clients or an independent representative of the client will direct, in writing, the creation of all accounts and therefore are aware of the qualified custodian’s name, address, and the manner in which the funds or securities are maintained. Finally, account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. Clients should carefully review those statements and are urged to compare the statement against reports received from us. When clients have questions about their account statements, they should contact us or the qualified custodian preparing the statement. Item 16 – Investment Discretion Asset management services are provided on a discretionary basis only. This means we make all decisions to buy, sell or hold securities, cash or other investments in the managed account in our sole discretion without consulting with you before implementing any transactions. You must provide us with 16 D’Arcy Capital Management LLC Disclosure Brochure  written authorization to exercise this discretionary authority. You can impose reasonable restrictions on the management of your accounts. When discretionary authority is granted, it is limited. We do not have access to your funds and/or securities with the exception of having advisory fees deducted from your account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written authorization provided to the account custodian. Item 17 – Voting Client Securities We do not perform proxy-voting services on your behalf and all proxies are sent directly to you. You are instructed to read through the information provided with the proxy-voting documents and make a determination based on the information provided. If you request, we may provide limited clarifications of the issues presented in the proxy voting materials based on our understanding of issues presented in the proxy-voting materials. However, you have the ultimate responsibility for making all proxy-voting decisions. Item 18 – Financial Information This item is not applicable to our brochure. We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, we have not been the subject of a bankruptcy petition at any time. Class Action Lawsuits You retain the right under applicable securities laws to initiate individually a lawsuit or join a class-action lawsuit against the issuer of a security that was held, purchased or sold by or for you. We do not initiate such a legal proceeding on your behalf and do not provide legal advice to you regarding potential causes of action against such a security issuer and whether you should join a class-action lawsuit. We recommend that you seek legal counsel prior to making a decision regarding whether to participate in such a class-action lawsuit. Moreover, our services do not include monitoring or informing you of any potential or actual class-action lawsuits against the issuers of the securities that were held, purchased or sold by or for you. 17 D’Arcy Capital Management LLC Disclosure Brochure  Customer Privacy Policy Regulation S-P requires investment advisor firms to protect the privacy of customer information. In situations where a financial institution does disclose customer information to non-affiliated third parties, other than permitted or required by law, customers must be given the opportunity to opt out or prevent such disclosure. We do not share or disclose customer information to non-affiliated third parties except as permitted or required by law. We are committed to safeguarding the confidential information of our clients. We hold all personal information provided by you in the strictest confidence and it is our objective to protect the privacy of all clients. We restrict access to nonpublic personal information about you to those employees who need to know that information to provide services to you. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information. Except as permitted or required by law, we do not share confidential information about clients with non-affiliated parties. If there is a change in this policy, we will provide you with written notice and you are provided an opportunity to direct us whether such disclosure is permissible. To conduct regular business, we may collect personal information from sources such as: • • • Information reported by you on applications or other forms you provide to us Information about your transactions implemented by us or others Information developed as part of analyses or investment advisory services To administer, manage, service and provide related services for client accounts, it is necessary for us to provide access to customer information within the firm and to non-affiliated companies with whom we have entered into agreements. To provide the utmost service, we may disclose the information below regarding customers and former customers, as necessary, to companies to perform certain services on our behalf. • • • • Information we receive from you on applications (name, social security number, address, assets, etc.) Information about your transactions with us or others (account information, payment history, parties to transactions, etc.) Information concerning investment advisory account transactions Information about your financial products and services transaction with us Since we share non-public information solely to service your accounts, we do not disclose any non-public personal information about our customers or former customers to anyone except as permitted by law. However, we may also provide customer information outside of the firm as required by law, such as to government entities, consumer reporting agencies or other third parties in response to subpoenas. 18 D’Arcy Capital Management LLC Disclosure Brochure