Firm Overview
The Firm was founded in 2012 and is a Florida limited liability company located in Miami, Florida.
The Principal Owner, Managing Member of the Firm is Ricardo R. Calderon. He is Chairman of
the Firm’s Management Committee and of the Investment Committee. Mr. Calderon’s advisory
work focuses on a variety of market-neutral investment strategies tied to private fund offerings, as
well as other securities offerings both for US and foreign clients. He concentrates on tax efficient
strategies particularly the management of proprietary insurance compliant investment strategies
within the separate accounts of private placement variable life insurance and variable annuity
companies. He has over 30 years of experience in the delivery of global financial services. He has
served as a senior executive, chief legal counsel, and chief international compliance officer with
two Fortune 100 multinational firms.
The Firm has a Management Committee comprised of Mr. Calderon, Francisco Soler, Bridget
Fagerholt, and Natalia Diaz. Biographical Information regarding Mr. Calderon and Mr. Soler can
be found in the Firm’s Form ADV Part 2B Brochure Supplement. Ms. Fagerholt and Ms. Diaz are
not Investment Adviser Representatives (“IARs”).
The Firm provides investment management services to a wide variety of customers (referred to as
“You” or “Client” throughout this Brochure) including corporations, insurance companies,
business entities, trusts, estates and individuals.
Investment Adviser Representatives
The Firm conducts business through its employees and through IARs who may operate from
separate offices.
IARs that are not employees are separate from the Firm and may operate under their own business
names and logo, which may appear on their sales and marketing materials. The business names,
DBA names and logos used by IARs are separate and not owned by the Firm. IARs may also offer
and provide other services through their business name or DBA names. However, all IARs must
conduct Investment Advisory Services through the Firm and provide advisory services on a
fiduciary basis and make recommendations or investments in the best interest of Clients.
Since IARs can maintain external business activities, whenever a real or potential conflict arises,
the IAR will discuss this with a Client. Some IARs are also licensed to sell insurance and may sell
variable insurance or variable annuity contracts, which are securities. IARs selling variable
insurance or variable annuity contracts must be registered representatives with independent broker-
dealers. Whenever IARs sell any insurance products, they earn separate compensation on that sale
from an insurance company. Even though such sales are not part of the Firm’s services, IARs
must still act in the best interests of Clients and cannot sell insurance products that are not suitable
for a client.
Information about IARs including their significant external business activities can be found in
Form ADV Part 2B Brochure Supplement, which also contains more detailed information about
their educational backgrounds, business experience, and disciplinary history (if any).
Delivery of Investment Advisory Services
The Firm delivers Investment Advisory Services to Clients through a Discretionary Investment
Management Services Agreement (“Investment Management Agreement”) or through a
Consulting Services Agreement. In certain circumstances, clients who already have an Investment
Management Agreement in place but later add new or different services, the Firm may request the
Client execute a supplemental agreement to the Investment Management Agreement to cover the
new or different service(s).
For Investment Advisory Services through an Investment Management Agreement, the Firm and
its IARs advise and provide services with respect to portfolio construction, portfolio advisement,
portfolio management, or management of discrete assets or accounts. Such arrangements typically
call for a Custodian to custody the assets and for a broker-dealer to be selected for buying and
selling securities.
A specialized Investment Management Agreement is utilized to provide retirement plan services
to Clients that are employers/plan sponsors. This engagement can be on a one-time or ongoing
basis. Generally, such retirement plan services consist of assisting plan sponsors in recommending,
monitoring, and reviewing the investment menu for the company’s participant-directed retirement
plan.
In addition, the Firm offers Consulting Services on an hourly or flat fee basis to Clients seeking
general investment advice; advice with respect to certain specific assets; research related to certain
assets classes, investments, funds or managers; implementation and structuring of certain complex
or unique investment strategies or funds; advice on the formation and management of private fund
structures; advice on the establishment of complex separately managed accounts; and research and
exploration of the market potential for certain private offerings.
Discretionary Investment Advisory Services
In establishing a Client relationship, the Firm will gather information regarding a Client’s
investment objectives and risk tolerances. With discretionary authority, the Firm shall be permitted
to buy, sell or exchange securities in the Account without obtaining specific consent prior to each
transaction, provided that such actions are consistent with the Client’s goals, objectives and risk
tolerances.
An independent Custodian and Broker are appointed and the Client enters into a separate written
agreement with the Custodian and Broker and pays for such services separately.
For the Firm to make appropriate investment recommendations or selections, it is important that
the Client provide accurate and complete responses to the questions asked by the Firm, as well as
informing the Firm of changes to the Client’s investment objectives, financial circumstances and
other factors that may impact the account. The Firm
will, on at least an annual basis, contact each
Client to attempt to determine whether there has been any change in the Client’s financial situation,
investment objectives, investment needs or reasonable restrictions on the management of the
Client’s account. However, it remains the responsibility of each client to inform the Firm of any
material changes. Clients may contact the Firm at any time.
The Firm may recommend that Clients invest through sub-managers and in asset classes such as
mutual funds, index funds, exchange traded funds, fixed income securities, private funds, or
equities. In addition to fully-customized portfolios, the Firm offers Clients the opportunity to invest
in various model portfolios wherein, client assets are invested in accordance with the relevant
model(s) determined to best align with the Client’s objectives, risk tolerance, and overall
investment preferences. For certain individual clients, the Firm recommends investing in
insurance products, if appropriate.
The Firm does not allocate or direct Client brokerage transactions to a broker-dealer based on
receipt of products or services or research or other benefits (referred to as “soft-dollar”
transactions).
In addition to the investments listed above, the Firm may invest Client Accounts in funds
containing alternative investments, such as certain hedge funds, REITs, private equity funds,
structured credit, collateralized leveraged debt offerings and other “alternative” products. These
investments vary as to type, objective, and risk. These funds are typically available to Clients who
meet minimum income and/or net worth requirements and who can afford to make a substantial
minimum investment. Such Clients must meet an “accredited investor” or “qualified purchaser”
threshold under applicable securities laws The funds vary as to when interests can be liquidated,
dividends paid or capital returned, and, therefore, such investments are intended as long-term
purchases. Notwithstanding that the Client may have granted the Firm discretion to select
investments, the offering documents for alternative products will be carefully reviewed with a
Client before an investment is made and a determination made as to eligibility of the Client.
The Client may also have assets in its account(s) with the custodian that are not subject to the
Firm’s management services, known as unmanaged assets (the “Unmanaged Assets”). MAS will
not be responsible for managing Unmanaged Assets and they will be excluded from MAS advisory
fee calculation. Unmanaged Assets are included in the Client’s account at the custodian for the
Client’s convenience and to allow such Unmanaged Assets to be included in reports provided by
MAS to clients.
Subadvisory Services
The Firm also offers its investment advisory services on a subadvisory basis. In such
circumstances, the Firm will be engaged by another investment manager for the purpose of
managing assets for certain clients (“Subadvisory Clients”) of the other investment manager.
Subadvisory Clients will not be direct clients of the Firm. The Firm’s Subadvisory Services are
available on a discretionary basis. The Firm’s Subadvisory Services shall be carried out in
accordance with the investment objectives and restrictions described in the applicable Investment
Policy Statement (“IPS”) or as otherwise indicated by written notice to the Firm by the other
investment manager.
IRA Rollovers
From time to time, the Firm advises clients that are considering whether to rollover the assets in a
qualified employer-sponsored retirement plan (“Employer Plan”) to an Individual Retirement
Account (“IRA”). Clients considering rollovers should review and consider the advantages and
disadvantages of an IRA rollover from their Employer Plan. A plan participant leaving an
employer typically has four options (and may engage in a combination of these options):
(1) Leave the money in the former employer’s plan, if permitted;
(2) Rollover the assets to a new employer’s plan (if available and rollovers are permitted);
(3) Rollover Employer Plan assets to an IRA; or,
(4) Cash out the Employer Plan assets and pay the required taxes on the distribution.
At a minimum, Clients should consider fees and expenses, investment options, services, penalty-
free withdrawals, protection from creditors and legal judgments, required minimum distributions,
and employer stock. The Firm encourages Clients to discuss their options and review the above
listed considerations with an accountant, third-party administrator, investment advisor to the
Employer Plan (if available), or legal counsel, to the extent necessary.
By recommending that you rollover your Employer Plan assets to an IRA, the Firm and your
financial advisor may earn fees based on the terms of your management agreement. In contrast,
leaving assets in your Employer Plan or rolling the assets to a plan sponsored by your new
employer likely results in little or no compensation to the Firm. The Firm has an economic
incentive to encourage investors to rollover Employer Plan assets into an IRA managed by the
Firm. Clients face increased fees when they move retirement assets from an Employer Plan to a
Rollover IRA account. Even if there are no costs associated with the IRA rollover itself, there will
be costs associated with account administration, investment management, or both. In addition to
the fees charged by the Firm, the underlying investment (mutual fund, ETF, annuity, or other
investment) charges a management fee. Custodial and trading fees also apply. Investing in an
IRA with the Firm will typically be more expensive than an Employer Plan.
Additional resources about IRA Rollovers are available to investors through FINRA’s web site at
www.finra.org.
Client Assets Under Management
The Firm has Client assets under management (all discretionary) as of December 31, 2023, totaling
$ 1,354,221,310.