VALOR ADVISORS LLC

Item 1 – Cover Page VALOR ADVISORS LLC 1441 Brickell Avenue, Suite 1500 Miami, Florida 33131 Telephone: 305-424-1432 www.valorad.com Date of Brochure: March 31, 2025 This Brochure provides information about the qualifications and business practices of Valor Advisors LLC (hereinafter referred to as “Valor,” the “Firm,” or “we”). If you have any questions about the content of this Brochure, please contact the Firm’s Chief Compliance Officer at the telephone number provided above or email us at francisco.secada@valorad.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Valor is registered as an investment adviser with the SEC. The fact that Valor is “registered” does not imply any level of skill or training. You should not make a determination to hire or retain any adviser based solely on the fact that the adviser is registered. Additional information about Valor is available on the SEC’s Web site at www.adviserinfo.sec.gov. The SEC’s Web site also provides information about any persons affiliated with Valor who are registered as investment adviser representatives of the Firm.  Item 2 – Material Changes This Item 2 is not a summary of the Brochure in its entirety. This Item summarizes only the material changes that were made since the Brochure issued on March 26, 2024. Since that date, we made the following changes: 1. We updated the assets under management figures in Item 4D. 2. We modified Item 5C to make it clear that the client will likely incur charges associate with his/her account that are in addition to the advisory fees we charge. 3. We modified Item 8B to state that (a) purchasing investments long-term creates an opportunity cost, and (b) short-term trading likely incurs a disproportionate higher amount of transaction costs compared to long-term trading, and Item 8C to state that ETF performance won’t exactly match the performance of the index or market benchmark the ETF is designed to track. 4. We changed Item 12A to state that we receive solicited as well as unsolicited research from custodians. If we did not receive some of this research, we would need to produce the research internally or purchase the research at our own expense. To the extent we receive from these custodians free research that we might not receive if our clients did not have relationships with these custodians, we have an incentive to recommend these firms. 5. We amended Item 12B to state that generally we will not attempt to execute multiple client trade orders as block trades. We discuss the fact that this practice will likely cost some clients more money. You may obtain a copy of our current Brochure any time by contacting our Firm’s Chief Compliance Officer at the telephone number listed on the cover page of this Brochure. 2  Item 3 – Table of Contents ITEM 1 – COVER PAGE .................................................................................................................................................. 1 ITEM 2 – MATERIAL CHANGES ...................................................................................................................................... 2 ITEM 4 – ADVISORY BUSINESS ...................................................................................................................................... 4 A. BUSINESS COMMENCEMENT DATE .................................................................................................................................... 4 B. OWNERSHIP .................................................................................................................................................................. 4 C. SERVICES ...................................................................................................................................................................... 4 D. ASSETS UNDER MANAGEMENT ......................................................................................................................................... 5 ITEM 5 – FEES AND COMPENSATION ............................................................................................................................ 5 A. FEES ............................................................................................................................................................................ 5 B. TERMINATION OF SERVICE................................................................................................................................................ 7 C. OTHER FEES .................................................................................................................................................................. 7 D. BROKER/DEALER CHARGES .............................................................................................................................................. 7 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................................................... 7 ITEM 7 – TYPES OF CLIENTS........................................................................................................................................... 8 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ......................................................... 8 A. METHODS OF ANALYSIS ................................................................................................................................................... 8 B. INVESTMENT STRATEGIES ................................................................................................................................................. 8 C. RISKS ......................................................................................................................................................................... 10 1. General Risks ...................................................................................................................................................... 10 2. Special Risks ....................................................................................................................................................... 10 3. Other Risks .......................................................................................................................................................... 15 ITEM 9 – DISCIPLINARY INFORMATION ....................................................................................................................... 16 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..................................................................... 16 ITEM 11 – CODE OF ETHICS ......................................................................................................................................... 17 ITEM 12 – BROKERAGE PRACTICES ............................................................................................................................. 18 A. SELECTION OF BROKER/DEALER ...................................................................................................................................... 18 B. ORDER AGGREGATION .................................................................................................................................................. 19 C. TRADE ERROR POLICY ................................................................................................................................................... 19 ITEM 13 – REVIEW OF ACCOUNTS ............................................................................................................................... 19 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION ....................................................................................... 20 A. ECONOMIC BENEFITS .................................................................................................................................................... 20 B. REFERRAL FEES ............................................................................................................................................................ 20 ITEM 15 – CUSTODY .................................................................................................................................................... 20 ITEM 16 – INVESTMENT DISCRETION .......................................................................................................................... 20 ITEM 17 – VOTING CLIENT SECURITIES ........................................................................................................................ 21 ITEM 18 – FINANCIAL INFORMATION ......................................................................................................................... 21 3  Item 4 – Advisory Business A. Business Commencement Date Valor was organized in April of 2014 to offer investment management services. B. Ownership Valor Capital Management LLC is the sole member of Valor Advisors. Messrs. Francisco Narvaez and Francisco Secada are the principal owners of Valor Capital Management. Mr. Gonzalo Mendoza is also an owner of Valor Capital Management. C. Services NON-DISCRETIONARY ACCOUNTS. Our primary business consists of providing non- discretionary advisory services to ultra-high net worth families residing in Latin America. The services are tailored to the client’s needs. Clients are asked to provide the Firm with information regarding their financial profile and any restrictions the client wishes to impose on the management of the accounts. For these non-discretionary accounts, we will recommend an investment strategy, allocation mix, or changes to the client's existing portfolio that we believe is suitable for that client. The Firm has an ongoing responsibility to make recommendations to the client based upon the client's financial and investment profile. We do not buy or sell securities in the account unless the client approves of the recommendation. Upon approval of a recommendation, we will arrange for effecting the securities transaction(s) recommended. DISCRETIONARY ACCOUNTS. We offer discretionary investment management services to our advisory clients. Clients will be asked to provide us with certain information with respect to their current financial holdings, investment objectives, risk tolerance, liquidity needs, and time horizon. We will also inquire as to the restrictions the client wishes to impose on the management of the accounts. From the information that is supplied by the client, we will recommend an allocation mix and investment strategy that we believe is suitable for that client. We will actively manage the discretionary account on an ongoing basis in accordance with the account’s investment objective(s). For a discretionary account, we would have the authority to buy and sell securities in the account without having to obtain the client’s consent prior to each transaction. INVESTMENT CONSULTING SERVICES. We provide investment advice and portfolio analyses and/or recommendations to clients on an ongoing basis. Recommendations may cover not only the accounts owned directly by the client but also accounts of entities owned, beneficially or otherwise, by the client. We will arrange for effecting the securities transaction(s) recommended only upon the client’s request. INVESTMENT PRODUCT TYPES. The primary investment vehicles in which client accounts are invested are mutual funds and exchange-traded funds. Occasionally, and based on the needs and objectives of the client, we may also advise on: ▪ Exchange listed securities; ▪ Securities traded over-the-counter; ▪ Securities issued by foreign issuers, including foreign sovereign debt instruments; ▪ Corporate debt securities; ▪ U.S. government securities; ▪ Structured Products (including reverse convertibles); 4  ▪ Options contracts on securities; ▪ Private placements; ▪ Private equity funds; and ▪ Hedge funds. CONSULTING SERVICES. Valor offers to clients recommendations and advice regarding mergers, acquisitions, restructuring, and other financial or business transactions or matters on a one-time, non-discretionary basis. Valor also provides financial services and analysis and/or recommendations in connection with client funds, liabilities, collateralized loans, and investments on an ongoing basis where we prepare or assist in the preparation of various documents and consult with third-party professionals, such as tax and accounting professionals, in the arranging of loans and disbursements. STATEMENT CONSOLIDATION SERVICES. We provide consolidation services where we prepare and deliver to the client a report itemizing the value of the client’s holdings in each of the accounts included in the agreement and their collective value on a particular date. The reports contain information and data about accounts for which we do not provide investment management services or advise the client. If the client chooses to also subscribe to our management services, such services are provided through a separate agreement. The consolidation services may be provided in conjunction with a consulting arrangement. D. Assets Under Management As of December 31, 2024, we were managing approximately $3,123,404,900 of assets: about $316,634,500 on a discretionary basis and about $2,806,770,400 on a non-discretionary basis. Item 5 – Fees and Compensation A. Fees FEE SCHEDULE. For the discretionary and non-discretionary portfolio management services, generally, the Firm charges an annualized 1.0% advisory fee for those portfolios with assets under management of up to US$50,000,000 and an annualized 0.75% for those portfolios with assets under management equal to or exceeding US$50,000,000. Fees are based on the assets under the management of Valor for the particular account. Where the client is invested in private equity funds, generally, during the commitment period, the fee for that portion of the account allocation will be based on the invested amount as well as the amount of any unfunded commitment. After the expiration of the commitment period, the fee for that portion of the account allocation will be based on the amount invested. Fees will be charged quarterly and in arrears. The quarterly fee is based upon the market value of all assets held within the client's account on the last business day of the calendar quarter and is calculated based on the actual number of days in the quarter. For the first calendar quarter, fees will be adjusted pro rata based on the number of calendar days for which the advisory agreement was effective. Any contributions and/or withdrawals made during a calendar quarter may result in an adjustment to the advisory fee. Alternatively, for certain discretionary management services, as agreed to by the client, the Firm charges (a) a base fee of up to an annualized 1.0% of the aggregate value of the managed accounts, charged quarterly and in arrears and based upon the percentage of the market value of all assets held within the managed accounts on the last business day of each calendar quarter and calculated based on the actual number of days in the quarter and (b) a performance-based fee. The 5  performance fee is charged only if the performance of the managed accounts over the prior calendar year (based on the average of the quarter end values of the managed accounts during that year) is at least 4.0 percent. If the performance is at least 4.0% but less than 7.0%, an additional fee of up to 0.35% of the aggregate value of the managed accounts is charged. Or, if the performance is greater or equal to 7.0%, an additional fee of up to 0.70% of the aggregate value of the managed accounts is charged. These performance-based fees are payable in January following the applicable calendar year end. For the non-discretionary management services or investment consulting services, the Firm may, alternatively, charge a fixed fee or may require a minimum amount to be paid on a quarterly basis. The amount of the fixed fee or the minimum account fee will depend on the nature and the complexity of the services to be provided. If paying a fixed fee, the quarterly fee will be charged in arrears. The first quarterly fee will be due on the first day of the first calendar quarter following the execution of the advisory agreement. The first quarterly fee will be prorated based on the number of calendar days for which the advisory agreement was effective. If the quarterly fee is based on assets under management and is subject to a minimum fee, we will notify the client quarterly of any deficit to be paid. Lower advisory fees may be negotiated on an individual account basis. As a result, clients with similar assets may have differing fee schedules and pay different fees. The advisory services commence on the date on which the advisory agreement is signed by us and the advisory account is funded. HOW FEES ARE COLLECTED. For the discretionary and non-discretionary portfolio management services, typically, we will invoice the client directly for the fees due and the client selects an account from which the fees will be debited. Alternatively, the account will be debited in the amount of the scheduled advisory fee. In the latter case, we collect the fees from the amount of any contribution or transfer, from available cash in the client's account, or by liquidating the client's assets held in the client's account in an amount equal to the fees that are due. FEE SCHEDULE MODIFICATIONS. We reserve the right to adjust the fee schedule upon thirty (30) days' prior written notice to the client. The client will likely be charged a pro rata fee in the event the client's service is terminated on a day other than the last business day of the calendar quarter. In that event, the pro rata fee will be due and payable upon termination of the service. FEE FOR CONSULTING SERVICES. We provide business consulting services for a fixed fee that is negotiated with the client. The fee is based on the complexity of the transaction or financial matter and the scope of work. For consulting services regarding funds, liabilities, loans, and investments, we charge an ongoing fee based on the value of the accounts including the amount of any loan obtained by the client for the accounts. This fee is negotiated with the client based on the complexity of the arrangements involved and the time we believe we’ll need to expend performing the agreed-upon services. We also charge an administrative fee each time a disbursement is made and this fee is a percentage (that is negotiated with the client) of the disbursement amount. FEE FOR STATEMENT CONSOLIDATION SERVICES. We charge a fee based on the value of assets in the accounts. The fee may be charged monthly or quarterly. The fee rate and frequency will be negotiated with the client and will depend upon the number of accounts to be included in the consolidation services, the aggregate value of the accounts, and the reporting frequency. LOWER FEE DISCLOSURE. Lower fees for comparable management or other services may be available from other sources. 6  B. Termination of Service In connection with the discretionary and non-discretionary portfolio management services, upon written notice to Valor, within five (5) business days of entering into an agreement with the Firm, the client will have the right of termination without penalty or payment of fees. The Firm will refund any payment that has been made. Thereafter, either Valor or the client may terminate the agreement upon thirty (30) days' written notice to the other party. The termination provision in connection with the investment consulting services is negotiated with the client. However, typically, these agreements may be terminated by the client at any time by written notice to the Firm and may be terminated by the Firm upon ten calendar days’ written notice to the client. The termination provision in connection with the business consulting services and in connection with the statement consolidation services is negotiated with the client. C. Other Fees In addition to our advisory fees, other fees apply. Brokerage commissions, transaction fees, sales loads, sales charges, management fees, administrative fees, account maintenance fees, transfer taxes, wire transfer fees, electronic fund fees, and other fees are typically charged by the broker or dealer selected for execution of the securities transactions in the advisory accounts, by the custodian, and/or by the distributor, issuer or fund issuing the securities purchased and sold within the advisory accounts. The client is solely responsible for paying all such charges. In addition, mutual funds and certain exchange-traded funds (“ETFs”) pay management fees to their investment advisers, which reduce their respective assets. To the extent that the client's portfolio has investments in load mutual funds or ETFs, the client pays two levels of advisory fees for the management of their assets: one directly to the Firm, and the other indirectly to the managers of those mutual funds and ETFs held in their portfolios. Neither Valor nor any of its investment adviser representatives receives any portion of these other fees. D. Broker/Dealer Charges Item 12 further describes the factors that Valor considers in selecting or recommending broker/dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are fees based on a share of capital gains on or capital appreciation of the assets of an account or portfolio. Valor charges performance-based fees to certain clients subscribing to its discretionary management services. A description of how the performance-based fees are calculated and when such fees are due is set forth in the management agreement. Where Valor simultaneously manages accounts for which it receives performance-based compensation and accounts for which it receives fees based on the assets under management, there is a conflict of interest in that Valor will have an incentive to favor accounts for which it is receiving the performance-based fee. We believe that this conflict of interest is mitigated where the performance-based fee accounts have investment strategies that are distinct from the other accounts. Where there is any crossover in investment strategies or positions, the Chief Compliance Officer conducts reviews of the account transaction data to identify any irregularities or abuses in the allocation of an investment idea or opportunity or in the allocation of transactions in a single security across accounts managed side-by-side. 7  Item 7 – Types of Clients Generally, we offer advisory services to high net worth individuals, trusts, estates, organizations, or corporations or other business entities domiciled or residing in the United States or abroad. Our primary client base consists of ultra-high net worth families domiciled in Latin America. When subscribing to the advisory services offered by us, generally, the minimum account value is US$10,000,000. If the value of a client’s account declines below $10,000,000 during the advisory relationship, we reserve the right to require the client to deposit additional monies or securities to bring the account value up to the $10,000,000 minimum. In some special cases, account minimums might be waived or negotiated. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis When formulating investment advice, generally, we utilize the fundamental analysis method. Fundamental analysis is a method of attempting to measure a security’s underlying value and potential for future growth (its intrinsic value) by examining economic, financial and other qualitative and quantitative factors directly related to the issuer/company as well as company- specific factors (like financial condition, management, and competition). The adviser compares the intrinsic value with the security's current price, with the aim of determining what position to take with the security (i.e., buy, sell or hold). Fundamental analysis has a number of risks: the analysis may be compromised by incorrect or stale data; the analysis method typically does not consider the influence of random events and acts of God; and, the market may fail to reach expectations of perceived value. We do not represent, warrant, or imply that any analysis method employed by us can or will successfully identify market tops or bottoms. No analysis method has been proven to insulate clients from losses due to market fluctuations, corrections or declines. B. Investment Strategies The primary investment strategy we employ is a long-term “buy and hold” strategy. To a lesser extent, we might also make short-term purchases, buy on margin, and engage in option writing. The particular strategies employed will depend upon the individual needs and risk tolerance of the client. A short description of each of these strategies follows: ▪ Buy and Hold. Generally, a long-term purchase is a purchase of a security or investment product with a view to holding the security or product for more than one year. Trade commissions are reduced by buying and selling less often and taxes are often reduced or deferred by holding positions longer. We typically will follow a buy and hold strategy when pursuing a global fixed income strategy, a global equity markets investment strategy, or an emerging markets investment strategy. ➢ A global fixed income strategy involves participating in the broad global movement of fixed income markets through purchasing investment grade fixed-income securities that are listed or traded on recognized markets. The objective of this strategy is to generate current income and capital growth. 8  ➢ A global equity markets investment strategy seeks long-term growth in equity securities of U.S. and non-U.S. companies that we believe are priced below their intrinsic values but are still fundamentally solid and are likely to appreciate. While we do not target issuers of a particular size, most issuers will have larger capitalizations. ➢ An emerging markets strategy involves investing in stocks or bonds issued by companies and government entities in developing countries, such as in Latin America, Eastern Europe, Africa and Asia. Typically, there is a medium- to long-term holding period and there can be high volatility. 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 your particular investments will decrease in value even if the overall financial markets advance. Purchasing investments long-term creates an opportunity cost (e.g., “locking-up” assets that might be better utilized in the short-term in other investments). ▪ Short-term purchases. A short-term purchase is a purchase of a security or investment product with the intent of possibly selling it within one year of its purchase. Our investment strategies typically do not include frequent trading (which focuses on opportunistic trades and holding the investment product for only a short period of time). Using a short-term purchase strategy generally assumes that the performance of the financial markets can be accurately predicted over the short-term. The risk associated with a short-term purchase strategy is that there are many factors that affect market performance in the short term including interest rate fluctuations and cyclical earnings. Such factors usually but not always have a smaller impact over the longer-term. In addition, short-term trading will likely incur a disproportionately higher amount of transaction costs compared to long-term trading. ▪ Margin Transactions. When purchasing securities on margin, you are employing leverage as an investing strategy. Leverage allows an investor to extend their financial reach by investing using borrowed funds while limiting the amount of their own cash used. The borrower will be required to pay interest on the loan. Purchasing on margin involves a high degree of risk, including, without limitation: losing more money than you have invested; being required to deposit additional cash or securities in your account on short notice to cover market losses; being forced to sell some or all of your securities when falling stock prices reduce the value of your securities; and/or having your brokerage firm sell some or all of your securities without consulting you to pay off the loan it made to you. ▪ Option Writing. Investors can sell options in order to obtain additional income from premiums paid by the option buyer. The positive potential of this strategy is limited because the most money the investor can earn is the amount of the option premium. The concept of asset allocation, or spreading investments among a number of asset classes (e.g., domestic stocks vs. foreign stocks; large cap stocks vs. small cap stocks; corporate bonds vs. government debt instruments), plays a prominent role in executing an investment strategy. Asset allocation seeks to achieve diversification of assets in order to reduce the risk associated with investing all or a significant portion of a client’s portfolio in one asset class. We believe that risk reduction is a key element to long-term investment success. 9  C. Risks 1. General Risks Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk and there can be no assurance that any specific investment or investment strategy will either be suitable or profitable for a client's investment portfolio. Past performance is not indicative of future results. A client should not assume that the future performance of any specific investment, investment strategy, or product will be profitable or equal to past or current performance levels. We cannot assure that the investment objectives of any client will be realized. 2. Special Risks While investing in any security involves risk, investing in some types of securities carries special risks. A summary of the special risks associated with some types of securities we may recommend or we may purchase or sell in your account is provided below. Please note that the following summaries are general in nature and do not include an explanation of all risks associated with a given security type. a. Common Stocks. The major risks associated with investing in common stocks relate to the issuer’s capitalization, quality of the issuer’s management, quality and cost of the issuer’s services, the issuer’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the issuer’s ability to create shareholder value (e.g., increase the value of the company’s stock price). b. Convertible Stocks. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value.” The investment value of a convertible security is influenced by changes in interest rates, the credit standing of the issuer and other factors. The conversion value of a convertible security is determined by the market price of the underlying common stock. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. A convertible security will generally be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security is called for redemption, the investor will be required to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Any of these actions could have an adverse effect on the investor’s ability to achieve his/her investment objective(s). c. Bonds. Bonds are subject to credit risk, which is the risk of default associated with the issuer. Bonds are also subject to interest rate risk or the risk that changes in interest rates during the term of the bond might affect the market value of the bond prior to the call or maturity date. Investors should also consider inflation risk, which is the risk that the rate of the yield to call or maturity will not provide a positive return over the rate of inflation for the period of the investment. d. Foreign-Issued Securities. Debt and equity investments associated with foreign countries typically involve increased volatility and risk due to, without limitation: 10  ▪ Political Risk. Many foreign countries are undergoing, or have undergone in recent years, significant political change that has affected government policy, including changes in the regulation of industry, trade, financial markets, and foreign and domestic investment. The relative instability of these political systems leaves these countries more vulnerable to economic hardship, public unrest or popular dissatisfaction with reform, political or diplomatic changes, social instability, or changes in government policies. For investors, the results could include confiscatory taxation, exchange controls, compulsory reacquisition, nationalization or expropriation of foreign-owned assets without adequate compensation, or the restructuring of certain industry sectors in a way that could adversely affect investments in those sectors. ▪ Sovereign Risk. Strikes, the imposition of exchange controls, or declarations of war could prevent or impede repayment of funds due from a particular country. ▪ Economic Risk. The economies of these countries are generally more vulnerable to rising interest rates and inflation. Investments may be negatively affected by rates of economic growth, corporate profits, domestic and international flows of funds, external and sovereign debt, dependence on international trade, and sensitivity to world commodity prices. Additionally, a change in tax regime may result in the sudden imposition of arbitrary or additional taxes. ▪ Currency Risk. The weakening of a country's currency relative to the U.S. dollar or to other benchmark currencies will negatively affect the dollar value of an instrument denominated in that currency. ▪ Credit Risk. Issuers and obligors of sovereign and corporate debt may be unable to make timely coupon or principal payments, thereby causing the underlying debt or loan to enter into default. ▪ Liquidity Risk. Natural disasters as well as economic, social, and political developments in a country may cause a decrease in the liquidity of investments related to that country, making it difficult to sell quickly, and/or subjecting the seller to substantial price discounts. The nature and extent of these risks vary from country to country, among investment instruments, and over time. e. Emerging Market Securities. Investments and transactions in products linked to issuers and obligors incorporated, based, or principally engaged in business in emerging markets countries carry increased risk and volatility. In addition to the political, sovereign, economic, currency, credit, and liquidity risks described above, emerging market securities can be subject to the following risks: ▪ Market Risk. The financial markets can lack transparency, liquidity, efficiency. ▪ Regulatory Risk. There may be less government supervision and regulation of business. The supervision that may be in place may be subject to manipulation or control. Disclosure and reporting requirements may be minimal or non-existent. ▪ Legal Risk. The process of legal reform may not proceed at the same pace as market developments, which could result in uncertainty. Legislation to safeguard the rights of private ownership may not yet be in place. 11  ▪ Settlement and Clearing Risk. The registration, recordkeeping and transfer of instruments may be carried out manually, which may cause delays. f. Cash Equivalents. Cash equivalents are the most liquid investment assets with low risk and low returns. Cash equivalents are short-term fixed income assets with maturity of 3 months or less. However, these assets are subject to interest rate risk. Interest rates have been shown to fluctuate due to certain types of events such as economic events, geopolitical or social instability (global, regional or local), currency, interest rate and commodity price changes, and government or governmental agency responses to economic or political conditions. g. Mutual Funds. Most mutual funds fall into one of three main categories — money market funds, bond funds (also called "fixed income" funds), and stock funds (also called "equity" funds). Generally, the higher the potential return, the higher the risk of loss. A fund's investment objective and its holdings are influential factors in determining risk. Past performance is not a reliable indicator of future performance. Reading the prospectus will help you to understand the risk associated with that particular fund. Different mutual fund categories have inherently different risk characteristics. For example, a bond fund faces credit risk, interest rate risk, and prepayment risk. Bond values are inversely related to interest rates. If interest rates rise, bond values will go down and vice versa. Overall "market risk" poses the greatest potential danger for investors in stocks funds. Stock prices can fluctuate for a broad range of reasons — such as the overall strength of the economy or demand for particular products or services. A sector stock fund (which invests in a single industry, such as telecommunications) is at risk that its price will decline due to developments in its industry. A stock fund that invests across many industries is more sheltered from this risk. For most funds, investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. And, depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. h. Exchange-traded Funds (“ETFs”). An ETF is a type of investment company (usually, an open-end fund or unit investment trust) containing a basket of stocks. Typically, the objective of an ETF is to achieve returns similar to a particular market index, including sector indexes. An ETF is similar to an index fund in that it will primarily invest in securities of companies that are included in a selected market. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETFs trade throughout the day on an exchange. Like stock mutual funds, the prices of the underlying securities and the overall market may affect ETF prices. Similarly, factors affecting a particular industry segment may affect ETF prices that track that particular sector. Leveraged ETFs seek to deliver multiples of the performance of the index or benchmark they track. Some ETFs are “inverse” or “short” funds, meaning that they seek to deliver the opposite of the performance of the index or benchmark they track. Most leveraged and inverse ETFs “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. This 12  effect is magnified by the use of leverage. Therefore, inverse and leveraged ETFs that are reset daily typically are unsuitable for investors who plan to hold them for longer than one trading session. This is particularly true in volatile markets. ETF performance will not exactly match the performance of the index or market benchmark that the ETF is designed to track because (i) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark, (ii) certain securities comprising the index or market benchmark tracked by the ETF may, from time to time, temporarily be unavailable, and (iii) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. i. Structured Products. “Structured Products” are broadly defined as investments whose cash flows and investment characteristics are derived and structured from the performance and cash flows of an underlying or reference pool of assets, which in turn could be bonds or loans or other forms of assets or contracts. There are many types of securities that fall within the “structured products” category. These products often involve a significant amount of risk as they are often based on derivatives. Structured products are intended to be "buy and hold" investments and are not liquid instruments. j. Principal-protected Notes. Principal-protected notes are type of structured product. The principal guarantee is subject to the credit-worthiness of the guarantor. In addition, principal protection levels can vary. While some products guarantee 100 percent return of principal, others guarantee as little as 10 percent. In most cases, the principal guarantee only applies to notes that are held to maturity. Issuers may (but are not obligated to) provide a secondary market for certain notes but, depending on demand, the notes may trade at significant discounts to their purchase price and might not return all of the guaranteed amount. Some principal-protected notes have complicated pay-out structures that can make it hard for an adviser to accurately assess their risk and potential for growth. k. Reverse Convertible Notes (“RCNs”). A Reverse Convertible Note is a structured investment that is linked to the performance of an equity-based reference asset. As a holder of the RCN, the investor will not have any rights (including any voting rights or rights to receive cash dividends or other distributions) that the holders of the referenced asset or components of the referenced asset would have. The investor does not own the underlying equity and is unable to participate in any upside appreciation from it. The actual and perceived creditworthiness of the issuer may affect the market value of the note. There may be little or no secondary market for the note. An RCN might make sense for an investor who wants a higher stream of current income than is currently available from other bonds. However, in exchange for these higher yields, the investor purchasing an RCN takes on significantly greater risk of the loss of all or some of the principal invested. l. Private Placements. Private placements are not subject to the same regulatory and disclosure requirements as mutual funds and exchange-traded equities. Moreover, private placement interests are generally illiquid and may charge higher fees. Private placements are offered through an offering memorandum, which contains detailed information on the various risks and fees relating to the particular investment. An offering memorandum and accompanying subscription documents will be provided to clients investing in these types of securities. 13  m. Private Equity Funds. Private Equity Funds may be affected by various forms of risk, including: ▪ Long-term Investment. Unlike mutual funds, which generally invest in publicly-traded securities that are relatively liquid, private equity funds generally invest in large amounts of illiquid securities from private companies. Depending on the strategy used, private real estate funds will have illiquid underlying investments that may not be easily sold and investors may have to wait for improvements or development before redemptions are permitted. Given the illiquid nature of the underlying purchases made by private equity and private real estate managers, private equity and private real estate funds are considered long-term investments. Private equity funds are generally set up as ten- to fifteen-year investments with little or no provision for investor redemptions. Private real estate funds are generally seven- to ten-year investments and also have limited provisions for redemptions. With long-term investments, you should consider your financial ability to bear large fluctuations in value and hold these investments over a number of years. ▪ Difficult Valuation Assessment. The portfolio holdings in private equity and private real estate funds may be difficult to value, because they are not usually quoted or traded on any financial market or exchange. Consequently, no easily available market prices for most of a fund’s holdings are available. Additionally, it may be hard to quantify the impact a manager has had on the underlying investments until those investments are sold. ▪ Lack of Liquidity. Private equity and private real estate funds are not “liquid” (they canny be sold or exchanged for cash quickly or easily), and the interests are typically non- transferable without the consent of a fund’s managing member. As a result, private equity and private real estate funds are generally only suitable for sophisticated investors who have carefully considered their financial ability to hold these investments for the long term. ▪ Capital Call Default Consequences. Answering capital calls to provide managers with the pledged capital is a contractual obligation of each investor. Failure to meet this requirement in a timely manner could result in significant adverse consequences, including, without limitation, the forfeiture of the defaulting investor’s interest in the fund. ▪ Leverage. Private equity and private real estate funds may use leverage in connection with certain investments or participate in investments with highly leveraged capital structures. Although the use of leverage may enhance returns and increase the number of investments that can be made, leverage also involves a high degree of financial risk and may increase the exposure of such investments to risks such as rising interest rates, downturns in the economy, or deterioration in the condition of the underlying assets. ▪ Lack of Transparency. Private equity and private real estate funds are not required to provide investors with information about their underlying holdings or provide periodic pricing and valuation information. This lack of information may make it more difficult for investors to evaluate the risks associated with the funds. ▪ Manager Risk. Private equity and private real estate fund managers have absolute investment authority over their funds. The fund’s investment returns are due, in large 14  part, to the managers’ skill and expertise. If a key manager departs, the returns of the fund may be adversely affected. ▪ Regulation. Private equity and private real estate funds are subject to fewer regulatory requirements than mutual funds and other registered investment company products and thus may offer fewer legal protections than you would have if you invested in more traditional investments. n. Hedge Funds. Hedge funds often engage in leveraging and other speculative investment practices that increase the risk of investment loss. A hedge fund's performance can be volatile. An investor could lose all or a substantial portion of his or her investment. There may be no secondary market for the investor's interest in the fund. The hedge fund can be highly illiquid and there may be restrictions on transferring interests in the fund. Hedge funds are not required to provide periodic pricing or valuation information to investors. Hedge funds may have complex tax structures. There may be delays in distributing important tax information. Hedge funds are not subject to the same regulatory requirements as mutual funds. Hedge funds often charge high fees. The fund's high fees and expenses may offset the fund's trading profits. o. Options. Index options offer a known risk to buyers. An index option buyer cannot lose more than the price of the option (the premium). Index options can provide leverage. This means an index option buyer pays a relatively small premium for market exposure in relation to the contract value. An investor can see large percentage gains from relatively small, favorable percentage moves in the underlying index. If the index does not move as anticipated, the buyer's risk is limited to the premium paid. However, because of leverage, a small adverse move in the market can result in a substantial or complete loss of the buyer's premium. Writers of index options bear substantially greater risk, if not unlimited. A spreading technique is one of the ways to avoid a catastrophic loss on a short option position, as there would be an offsetting long option position in place to limit the loss. p. Digital Assets. At this time, we do not provide recommendations or advice concerning direct investments in digital assets (cryptocurrencies, digital currencies, or similar assets). We might, however, provide advice about ETFs that trade on traditional market exchanges that invest in or track the value of crypto assets. Crypto assets were designed as currencies and not primarily as investment assets. Crypto ETFs are highly speculative and volatile. Some ETFs directly hold physical Bitcoins, Ethereum or other cryptocurrencies. Others will replicate the asset synthetically through derivatives. Different structures will give different results in terms of replication and moves in the price of the coin do not always exactly reflect the price of the Crypto ETF. ETFs have their own layer of fees that an investor would not incur if the investor invested directly in the underlying crypto asset. Fees for Crypto ETFs can be high. If you own Bitcoin or other cryptocurrencies directly, you can use them just like regular currency to buy certain products or services or make payments. When you buy a Crypto ETF, you cannot use it like currency to make or receive payments; you can benefit only from positive price changes. 3. Other Risks Information security risks for financial institutions are increasing, in part because of the use of the internet to conduct financial transactions and the increased sophistication and activities of organized crime, hackers and other external parties, including foreign state actors. Our systems and those of other financial institutions can be the target of cyber-attacks, malicious code, 15  computer viruses, ransomware, and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential client information) and/or the unavailability of service. We seek to reduce these risks through controls and procedures believed to be reasonably designed to address these risks. Despite our efforts, we cannot anticipate all threats and our preventive measures might not be effective against all attempted security breaches. System interruptions, errors or downtime can also result from a variety of other causes, including technological failure, linkages with third-party systems, and power failures. It could take an extended period of time to restore full functionality to our technology and systems in the event of a breach or other business disruption, which could affect our ability to manage client assets and deliver advisory services. We will respond to breaches and other disruptions with appropriate resources in an effort to contain and remediate the cause of the breach or disruption and restore operations. There may be other circumstances not described here that could adversely affect a client’s investment and prevent the portfolio from reaching its objective. Prior to entering into an investment advisory agreement with us, you should carefully consider: (i) committing to management only those assets that you believe will not be needed for current purposes and that can be invested on a long-term basis; (ii) that volatility from investing in the market can occur; and (iii) that, over time, the value of your portfolio may fluctuate and may, at any time, be worth more or less than the amount originally invested. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding certain legal or disciplinary events related to the adviser or the adviser’s management. Neither Valor nor its personnel has been subject to any such legal or disciplinary events. Item 10 – Other Financial Industry Activities and Affiliations A. Neither the Firm nor any management person of the Firm is registered or has an application pending to register as a broker/dealer or a registered representative of a broker/dealer. B. Neither the Firm nor any management person of the Firm is registered or has an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of any of the foregoing entities. C. The Firm and Valor Ins. LLC (“Valor Ins.”) are under common ownership and control. Certain persons associated with the Firm are also associated with Valor Ins. For certain advisory clients, insurance products are an important source of diversification for their asset allocation. The owners of the Firm as well as its associated persons who are affiliated with Valor Ins. receive compensation in connection with the purchase of certain recommended insurance products provided by insurance providers and/or agents. This creates a conflict of interest, which we address through these disclosures and careful review of recommendations. Other than the relationship described above, neither the Firm nor any management person of the Firm has any arrangements that are material to its business with any related person. Mr. Francisco Narvaez wholly owns NMS BC Partners LLC, which is a managing member of certain entities that own multifamily developments in Florida. Valor Advisors does not provide advisory services to NMS BC Partners or to any of the entities for which NMS BC Partners serves as managing member. 16  NMS BC Partners does not share offices with Valor. Furthermore, we make no recommendations regarding these entities or their holdings. For these reasons, we believe that the relationship with NMS BC Partners is not material to our advisory business. D. We do not recommend or select other investment advisers for our clients. Item 11 – Code of Ethics Securities industry regulations require that advisory firms provide their clients with a general description of the advisory firm's Code of Ethics. Valor has adopted a Code of Ethics that sets forth the governing ethical standards and principles of the Firm. It also describes our policies regarding the following: the protection of confidential information, including the client's nonpublic personal information; the review of the personal securities accounts of certain personnel of the Firm for evidence of manipulative trading, trading ahead of clients, and insider trading; trading restrictions; training of personnel; and, recordkeeping. All supervised persons at Valor must acknowledge the terms of the Code of Ethics upon hire and as amended. Subject to satisfying the Firm’s policies and applicable laws, managers, officers, and employees of the Firm and its affiliates may trade for their own accounts in securities that are recommended to and/or purchased for Firm’s clients. The Code of Ethics is designed to permit associated persons to invest for their own accounts while assuring that their personal transaction activity does not interfere with making decisions in the best interest of advisory clients or implementing those decisions. Neither the Firm nor any associated person of the Firm who (a) has access to nonpublic information regarding clients' securities transactions, (b) is involved in making securities recommendations to clients, or (c) has access to securities recommendations that are not public (collectively, the "Access Persons") is permitted to trade in or engage in a securities transaction to his or her advantage over that of a client. Access Persons are prohibited from buying or selling securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment unless the information is also available to the investing public upon reasonable inquiry. Access Persons may not execute transactions in their personal accounts ahead of a client’s transaction in the same security unless certain circumstances exist. Because the Code of Ethics in some circumstances permits employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored by the Firm’s Chief Compliance Officer in an effort to prevent conflicts of interest between Valor and its clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Valor’s obligation of best execution. In such circumstances, all persons participating in the aggregated order will receive an average share price with all other transaction costs shared on a pro rata basis. The Firm will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions must be pre-approved by the Chief Compliance Officer. Our clients or prospective clients may request a copy of the Firm's Code of Ethics by contacting the Chief Compliance Officer at the address or telephone number specified on the cover page and requesting a copy. 17  Item 12 – Brokerage Practices A. Selection of Broker/Dealer 1. Brokerage Activity. When a client retains us to manage an account, unless otherwise agreed to, the client grants us the authority to select the broker/dealer(s) that will be used to place and execute the transactions in the advisory accounts. It is our policy and practice to strive for the best price and execution that are competitive in relation to the value of the transaction (“best execution”). In selecting a broker, dealer or other intermediary, we consider such factors that in good faith and judgment we deem reasonable under the circumstances. The Firm typically evaluates the following factors when recommending a broker/dealer to a client: ▪ Execution ability, including without limitation: ➢ Trading experience in markets/securities needed ➢ Quality of trading ➢ Clearance and settlement efficiency and accuracy ▪ Accuracy and timeliness of order execution, reports and confirmations ▪ Costs, including commission rates, ticket charges, other service charges, and the means to correct errors in an acceptable manner ▪ Customer service, including responsiveness to the Firm ▪ Commitment to technology and security of confidential information ▪ Adequacy of capital and financial responsibility ▪ Reputation and integrity 2. “Soft Dollar” Considerations. A “soft dollar” arrangement occurs when an adviser directs its brokerage to a particular broker/dealer that charges brokerage commissions that are higher than they would be for an "execution only" trading relationship in exchange for products or services, such as research. “Soft dollar” benefits also arise where an adviser receives research or other products or services other than execution from a broker-dealer in connection with securities transactions in advisory client accounts. Under these arrangements, the adviser receives a benefit because it does not have to produce or pay for the products or services. In soft dollar arrangements where the transaction costs are higher than those obtainable from other firms, over time, investment performance will deteriorate by the higher commission, particularly where the soft dollars are not used to obtain research that enhances performance. We receive research from certain brokerage firms that our clients use, such as J.P. Morgan and Morgan Stanley. Research includes reports or other data analyzing or giving information about the market or a market segment, an industry, or a particular type of security, asset class, company or stock. The research may be proprietary to the brokerage firm or originate from a party independent from the broker/dealer. About half of the research is solicited by us; the other research we receive is not solicited by us. Research can be used for investment management decision-making or disregarded. If we did not receive certain types of research from these brokerage firms, we would need to produce the research internally or purchase the research at our own expense. Although our clients are not required to use any particular brokerage firm, we have an incentive to recommend brokerage firms based on our interest in receiving the research, rather than on our clients’ interest in receiving most favorable execution. Furthermore, in all likelihood, the investment research we receive will not be proportionately 18  allocated among all advisory accounts we manage. The value of the research obtained through our relationship with a particular broker/dealer could very well benefit advisory accounts other than those associated with that brokerage firm or could benefit accounts in a manner that is not commensurate with the amounts of commissions paid by the accounts. We have made a good faith determination that the commissions paid are reasonable in relation to the value of research or brokerage products or services received in terms of our overall responsibilities with respect to all of the advisory accounts we manage. Clients may pay commissions higher than those obtainable from other brokers for the same services rendered by the Firm or the broker/dealer or other intermediary used for execution. We do not require clients to use any particular broker-dealer. Clients are encouraged to ask about brokerage options, including anticipated costs. In observance of its fiduciary duty, the Firm will, at least annually, conduct a survey to determine whether the Firm is meeting its duty of best execution. B. Order Aggregation Generally, we do not attempt to execute multiple client trade orders as block trades (i.e., we do not aggregate individual trades into one or more trade orders). Because we generally do not aggregate trades for multiple clients, even if we have the opportunity to do so, some clients purchasing the same securities around the same time that other clients are purchasing the security will likely receive a less favorable price. This means that our practice of not aggregating orders will likely cost some clients more money. C. Trade Error Policy From time to time, errors may occur in the trading process, including (1) overbuying or overselling of securities, into or out of an account, caused by clerical errors made by our personnel, or (2) buying or selling of securities, into or out of an account, which is in violation of a client's stated investment guidelines that had been previously communicated to us in writing. In all cases of a trade error caused by us, it is our policy to endeavor to resolve the error in the best interest of the client and adjust the trade as needed in order to put the client’s account in such a position as if the error had not occurred. Where we are unable to adjust the trade and the trade resulted in a loss, we will reduce the amount of advisory fees in the following quarter by the same amount of the loss. Where our trade error results in a gain and the client is unable or restricted from receiving that gain for any reason, we will donate the gain to charity. Item 13 – Review of Accounts Advisory accounts are reviewed at least quarterly by a member of Senior Management. Also, reviews will be conducted upon a client’s specific request or upon the occurrence of any agreed-upon triggering events (such as upon a 10 percent decline in the portfolio’s value over a thirty-day period). There is no maximum number of accounts that could be assigned to a member of Senior Management. For discretionary accounts, the allocation of each portfolio is adjusted at our discretion in accordance with the account’s investment objectives and risk tolerance. For both discretionary and non-discretionary accounts, at least annually, a member of Senior Management will meet with the advisory client to discuss and review the account’s objectives as well as any changes to the client’s financial or investment profile. The meeting may take place in person, by video or audio 19  conference, by telephone, by electronic mail, by regular mail, or by any means of contemporaneous electronic interactive communication. The executing broker/dealers and/or custodians who maintain the client accounts will notify the client of any account activity by delivering a confirmation of the transaction to the client. The executing broker/dealer(s) or the custodian(s) will also furnish the client with a monthly or quarterly account activity and position statement. Item 14 – Client Referrals and Other Compensation A. Economic Benefits Generally, neither the Firm, nor any of its employees, receives any economic benefit, sales awards or other prizes from any outside parties for providing investment advice to our clients. However, an affiliate of the Firm has entered into a referral agreement with one or more insurance agencies that offer insurance products or policies. Under these arrangements, the affiliate and/or one or more persons associated with the affiliate (which persons are also associated with the Firm and are licensed as insurance agents) receive up to half of the commission paid when referring persons (who may or might not be our advisory clients) who purchase a life insurance product or policy through the insurance agency. B. Referral Fees At this time, we do not pay referral fees to persons or entities for the referral or introduction of advisory clients to the Firm. Item 15 – Custody Valor does not obtain actual physical custody of client’s monies or securities. However, we are deemed to have custody for regulatory purposes when we have the authority to deduct advisory fees directly from the client’s account. Your assets must be maintained in an account at a “qualified custodian,” which is generally a broker-dealer or bank. Each client should receive, on at least a quarterly basis, statements from the broker/dealer, bank or other qualified custodian that holds and maintains the client’s invested assets. We urge you to carefully review and compare these official custodial records to the consolidated account statements that we may provide to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16 – Investment Discretion Valor offers discretionary management services and nondiscretionary management services. Valor obtains discretionary authority only in connection with its discretionary management services. When a client elects Valor’s discretionary management services, the client will sign an agreement that provides Valor with the discretionary authority. Valor is then authorized to select the securities and the quantities or amounts of securities to be purchased, leveraged, transferred, exchanged, traded and sold consistent with the stated investment objectives and investment restrictions adopted by the client. Valor's discretionary authority is limited by (1) any reasonable restrictions that the client places on the management of the account, and (2) the investing parameters set forth by Valor and the client, if any. If Valor deems a proposed restriction unreasonable, we will discontinue the advisory service. Reasonability is based on whether the restriction(s) 20  will impose a significant time burden on Valor to comply with such restrictions. As described above, we also obtain the authority to designate the broker/dealers or other financial intermediaries through whom transactions in the accounts will be executed, cleared or settled. Item 17 – Voting Client Securities As a matter of Firm policy and practice, we do not have any authority to and do not vote proxies on behalf of advisory clients. Clients will continue to receive their proxies or other solicitations directly from their custodian or transfer agent and not from us. Clients retain the responsibility for receiving and voting proxies for any and all securities owned by the client. Generally, we do not provide advice to clients regarding the voting of proxies. Item 18 – Financial Information We are required in this Item to provide you with certain information or disclosures regarding our financial condition. Following is the information responsive to this Item: ▪ The Firm does not require prepayment of more than $1200 in fees six months or more in advance. ▪ We secured a loan under the Paycheck Protection Program to help ensure our employees’ compensation is not affected by the vulnerabilities associated with COVID-19. We are not currently experiencing conditions that could impair our ability to meet contractual or fiduciary commitments to our clients. In the event we do experience such conditions, we will update this Brochure accordingly. We will update this Item 18 if and when this loan is forgiven. ▪ The Firm has not been the subject of a bankruptcy petition. 21