ITEM 5 – TYPES OF CLIENTS ................................................................................................................... 11 ITEM 6 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ........................ 12 ITEM 7 – DISCIPLINARY INFORMATION .................................................................................................. 20 ITEM 8 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................ 21 ITEM 9 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................... 23 ITEM 10 – BROKERAGE PRACTICES ....................................................................................................... 26 ITEM 11 – REVIEW OF ACCOUNTS .......................................................................................................... 29 ITEM 12 – CLIENT REFERRALS AND OTHER COMPENSATION ........................................................... 30 ITEM 13 – CUSTODY ................................................................................................................................. 31 ITEM 14 – INVESTMENT DISCRETION ..................................................................................................... 32 ITEM 15 – VOTING CLIENT SECURITIES Proxy Voting Policies .............................................................. 33 ITEM 16 – FINANCIAL INFORMATION ...................................................................................................... 34 PRIVACY NOTICE ...................................................................................................................................... 35 ITEM 1 – MATERIAL CHANGES This Part 2A of our Form ADV (“Firm Brochure”) and Part 2B of Form ADV (“Supplement Brochure”) serves as our annual disclosure document for prospective and future Clients and has been prepared in accordance with requirements specified by the SEC and the State of Florida. In the future, this Item 2 will clearly discuss any material changes since the last annual update of this Firm Brochure. WCA expects to update this brochure no less than annually. Among the material changes to this report are: ● As of Q2 2024, WCA is applying for SEC registration. ● As of Q2 2024, WCA offers sub-advisory services to other investment advisers. ● As of Q2 2024, Prival Bank S.A. became a qualified custodian for certain WCA Client accounts. ● As of Q2 2024, Amerant Investment, Inc. became an approved broker dealer recommended to Clients and certain investment adviser representatives of WCA became registered representatives of Amerant Investment, Inc. ● As of Q4 2023, WCA became the investment manager to Prival Credit Opportunities Fund I, LP, a Delaware Limited Partnership and the parent company to Prival Credit Opportunities GP, LLC, a Delaware limited liability company and the general partner to Prival Credit Opportunities Fund I, LP. ● As of Q3 2023, PG Growth Opportunities Fund was restructured. Specifically, PG Growth Opportunities Fund I, LP, a Delaware Limited Partnership and PG Growth Opportunities I GP, LLC, a Delaware limited liability company were dissolved and PG Growth Opportunities Master Fund I, LLC, a Delaware LLC was formed as a master fund into which the Cayman fund would distribute capital for U.S. investments The fund is now offering multiple classes of Limited Partner interests pursuant to the fund’s offering documents. We will provide a new version of the Firm Brochure as necessary when updates or new information are added, at any time, without charge. To request a complete copy of our Firm Brochure, contact us by telephone at (786) 353-0036 or by email to at [email protected] ITEM 2 – ADVISORY BUSINESS WCA ’s Advisory Business Welcy Capital Advisors LLC, a Florida Limited Liability Corporation (“WCA”), is an investment adviser that provides investment advisory services to private investment funds, companies, individuals and high net worth individuals as described below. WCA was established in 2010 and its current ownership structure is as follows: 70% by GPUS Inc, a Delaware Corporation which is principally owned by Juan Carlos Fabrega. 30% by LW Investment Management, Ltd (“LWIM Ltd.”)., a non-U.S. investment manager, which the majority owners are Carlos Zalles (“Mr. Zalles”) as trustee of the Carlos Arturo Zalles Revocable Trust, and Philip Robert Henriquez. Mr. Zalles is on the Board of Managers of WCA and Director of LWIM Ltd. and Mr. Henriquez is on the Board of Managers of WCA and Director of LWIM Ltd. Types of Advisory Services Adviser Offers WCA provides investment advisory services on a discretionary basis to its domestic and offshore funds, not registered under the Investment Company Act of 1940, as amended, including (1) LW Latin America Fixed Income Opportunities Fund B.V. (“LW FIOF”), a private limited liability company organized in Curacao; (2) PG Growth Opportunities Cayman Fund I, LP (“PG Growth Cayman Fund”), a Cayan Islands exempted Limited Partnership and PG Growth Opportunities Master Fund I, LLC (“PG Growth Master Fund”), a Delaware limited liability company; and (3) Prival Credit Opportunities Fund I, LP (“Prival Credit Fund”), a Delaware Limited Partnership (hereinafter each a “Fund” and collectively the “Funds”). The Funds are not registered under the Investment Company Act of 1940, and interests are not publicly offered under the Securities Act of 1933, as amended (“Securities Act”). All relevant information pertaining to the Funds, including but not limited to, compensation, other fees and expenses paid by the Funds, withdrawal rights, minimum investments, qualification requirements, investment strategies and/or parameters, risk factors and potential conflicts of interest are set forth in the relevant Offering Documents. In many instances a more detailed discussion of the Items discussed in this Brochure is available in the respective Fund Offering Documents. Each investor is required to receive, review and execute (as applicable) the Offering Documents prior to being accepted as a limited partner (“Limited Partner”) in the Fund. The information in this document is qualified in its entirety by, and should be read in conjunction with, the information contained in the Offering Documents. A copy of the respective Offering Documents are available upon request to WCA to persons meeting the definition of accredited investor. PG Growth Opportunities I Cayman GP Limited, a Cayman Islands limited company ( “PG Growth Cayman GP”), is an affiliate of WCA and will act as the general partner of PG Growth Cayman Fund. PG Growth Cayman GP is controlled by the principals of WCA. PG Growth Cayman Fund invests its investable capital through PG Growth Master Fund for U.S. investments. Prival Credit Opportunities Fund I GP, LLC, a Delaware limited liability company is a wholly owned subsidiary of WCA and serves as the general partner to Prival Credit Fund. As the investment manager to the Funds, WCA is generally responsible for: (a) the implementation of the Fund’s investment strategy; (b) evaluating and monitoring investments made by the Fund; and (c) making investment decisions for the Funds. WCA engages the use of affiliated or third party investment sub-advisers and delegate some of its duties under the investment management agreement to the sub-advisers. Sub-advisers may employ other investment philosophies in addition to those used by WCA. In such cases, our management for such relationships includes, but is not limited to, the selection and monitoring of the sub-advisers and oversight of various fund service providers. Specifically, LWIM Ltd. is engaged as sub-adviser to LW FIOF. WCA also engages the use of Prival Bank S.A. (“Prival”) and Emerge Management Group as sub-advisers to PG Growth Opportunities Cayman Fund I, LP. WCA also provides investment management services to separately managed domestic and foreign accounts, on a discretionary or non-discretionary basis to individuals, high net worth individuals, financial institutions, and companies (“Separately Managed Accounts” together with the Funds the “Clients”), it develops customized investment strategies based on the stated investment objectives, risk tolerance and financial circumstances of each Client holding such accounts. The Separately Managed Accounts may impose reasonable restrictions on the management of their accounts, including by restricting particular securities or types of investments. Clients should be aware that performance of restricted accounts may differ from performance of accounts without such impediments, possibly producing lower overall results. WCA does not participate, sponsor or act as a portfolio manager for any wrap fee programs. Further, Clients are under no obligation to consider or make an investment in any Fund. If a Client chooses to invest in a private investment fund, the Client shall be required to complete the applicable private placement subscription and/or other opening documents to establish the investment. WCA also acts as sub-advisor to affiliated and unaffiliated investment advisers, for their underlying clients on a discretionary or non-discretionary basis in accordance with a sub-advisory agreement. WCA is not responsible for analysis of the investment adviser’s clients’ financial situation or suitability requirements. Moreover, if an investment adviser retains WCA as a sub-advisor for their underlying clients, the investment adviser will be responsible for providing WCA’s ADV Part 2A to the investment adviser’s underlying clients. WCA also provides consulting services to financial services institutions on various stages of due diligence on credit worthiness and preparation of documentation for direct loans and other credits in various emerging markets, particularly in Latin America. Assets Under Management As of April 30, 2024, WCA had regulatory assets under management of approximately US$ 150,602,611 (Discretionary US$ 111,187,693 and Non-discretionary US$ 39,414,918). Notwithstanding, regulatory assets under management for PG Growth Cayman Fund has been calculated as of the most recent valuation date of December 31, 2023.
ITEM 3 – FEES AND COMPENSATION WCA’s Advisory Fees WCA generally charges Clients a management fee, payable on a monthly or quarterly basis, in advance or arrears, based on the value of assets under its management. The management fee generally is calculated at an annual rate of 0.5% to 2% of the value of an account’s assets but may be lower or higher depending on various factors, including, among others, the type of services provided and the amount of assets under management. For LW FIOF, different classes of interest in the Fund may be subject to different fees. All investors and prospective investors should review the Fund details, including the associated advisory fees, other expenses, and investment strategies, are described in the Fund’s Offering Documents. Specifically, Class A and Class B shares, the management fee is equal to 1.5% per annum of the net asset value of the Fund calculated on a monthly basis over the net asset value of the Fund for the relevant month. The fee will be paid monthly in arrears on the first business day of the following month. The fee will be calculated and accrued on each valuation day. For PG Growth Cayman Fund, until the expiration or termination of the commitment period, as defined in the Offering Documents, the management fee shall accrue at an annual rate equal to two percent (2.00%) of the aggregate capital commitments of the Limited Partners. Notwithstanding the foregoing, in the event the Fund makes any Investment prior to the expiration of the commitment period, the amount of the commitment by the Fund to any such Investment shall reduce the amount of aggregate commitments for purpose of calculating the management fee as of the subsequent calendar quarter. Commencing on the first day of the subsequent calendar quarter after which the Investment is made and until the expiration or termination of the commitment period, the management fee shall accrue at an annual rate equal to (i) two percent (2%) of the aggregate Capital Commitments of the Limited Partners and (ii) one and a half percent (1.5%) of the net asset value of the investments that have not been sold or completely written off (not to exceed aggregate Capital Commitments). The Management Fee will be payable quarterly in advance. Sub-advisers for the above referenced Funds are paid a portion of WCA’s management fee paid on a quarterly basis. The sub-advisory fee is determined on the last day of the applicable quarter in accordance with the services agreement. For Prival Credit Fund, the management fee will accrue at an annual rate equal to 1.25% of the Fund’s net invested capital, which is (x) the aggregate cost of investments (excluding any borrowings used to acquire investments but including any costs of hedging an investment) minus (y) the cost basis of each investment that has been the subject of a disposition or that has been written down as of the date of such calculation. The Management Fee will be payable quarterly in advance. The Management Fee will be paid either from capital contributions or from investment proceeds or other cash available for such payment. For Separately Managed Accounts, management fees may vary from .5% to 2% per annum of the value of an account’s assets, payable on a monthly or quarterly basis (“Billing Period”), in advance or arrears as detailed in each Separately Managed Account’s investment management agreement. The fee is billed in advance or arrears for that Billing Period, based upon the market value of the Assets on the last day of the previous Billing Period, as valued by the custodian. The fee is computed by multiplying the applicable annual fee percentage rate by the market value of the Client’s Account(s) divided by four (quarterly) or twelve (monthly). It is the client’s responsibility to verify the accuracy of the fee calculation, the custodian will not determine whether the fee is properly calculated. WCA, may, in our sole discretion, waive all or any portion of the management fee and/or performance-based compensation with respect to certain investments, including third-party or related private funds, and for certain investors, including employees, directors, officers, and affiliates of WCA, or family members of any such persons. WCA’s actual fees, minimum fees, and minimum account sizes may also be negotiated and may vary from the fees described above. A Client may pay more or less fees than similar Clients depending on the particular circumstances of the Client, size, additional

or differing levels of servicing or as otherwise agreed with specific Clients. Clients that negotiate fees, including a flat fee, may end up paying a higher fee than that set forth in the fee schedules above as a result of fluctuations in the Client’s assets under management and account performance. Calculation and Deduction of Advisory Fees: WCA generally bills its management fees as of the last day of each Billing Period, in advance or arrears. For Separately Managed Accounts, Clients will be billed directly for fees payable and will authorize their custodian to directly debit management fees from Client accounts. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. If more than $50,000 in assets are deposited after the beginning of the Billing Period, the management fee will be prorated based on the number of days remaining in the Billing Period and adjusted during the following Billing Period. If Client withdraws more than $50,000 in a Billing Period, the management fee will be prorated based on the number of days remaining in the Billing Period and WCA will credit its unearned management fee during the next Billing Period. Investment management agreements may be terminated upon 30 days' prior written notice without the imposition of any penalty. For advisory fees payable in arrears, no refund of advisory fees will be necessary. However, if fees are payable in advance, WCA will initially pro- rate the fee for the days remaining in the initial Billing Period and upon termination will refund the pro rata, unearned portion of the advisory fees paid in advance. For the Funds, WCA and/or the general partner has authorization to deduct fees directly from the Funds’ accounts. Accounts initiated or terminated during a calendar month or quarter will be charged a prorated fee. For Sub-Advisory Services, WCA charges a set percentage of such investment adviser’s client assets managed by WCA, calculated and paid in accordance with the sub-advisory agreement. Other Fees and Expenses Each Client may, and certain Clients will, pay expenses as described in the Client’s management agreement or related disclosure. The Fund may and, in certain circumstances, will bear custodial, distribution, administrative, accounting and/or auditing, legal and certain other expenses pursuant to agreements with their service providers and as disclosed in their Offering Documents. The Separately Managed Accounts bear custodial and administrative and other expenses pursuant to agreements with service providers and according to requirements set out in the investment management agreements between each Client and WCA. Furthermore, WCA’s fees are calculated after deduction of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Client. The impact of broker mark-ups and markdowns shall also be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, other fees and taxes on brokerage accounts and securities transactions. Such charges, fees, and commissions are in addition to WCA‘s fees. WCA’s related parties (but not WCA directly) may receive any portion of these commissions, fees, and costs. (See below for further details on related parties.) Item 12 describes the factors that WCA considers in selecting or recommending broker/dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions). Limited partners in the Funds may pay a proportional share of any fund administration, transactional/brokerage, accounting, and other incidental fees as necessary to the ordinary operations of the Funds and its portfolio investments, as well as any legal fees related to the maintenance of the offering documents or otherwise. Limited partners and prospective limited partners should refer to the respective Offering Documents for a complete description of all fees associated with participation therein. WCA also provides consulting services for a fixed fee. These services provided and the consulting fees charged are described in WCA’s consulting agreement. Compensation for the Sale of Securities WCA does not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of investment funds. As a policy, WCA and its supervised persons do not receive fees pursuant to Rule 12b-1 under the Investment Company Act of 1940 as a result of WCA’s Client investments in mutual fund shares. If Clients are inadvertently put into share classes that charge 12b-1 fees, these fees are credited back to the Client. However, compensation that WCA’s affiliates and associated persons receives in connection with the investments it recommends and related services it provides results in WCA having interests that conflict with those of its Clients. WCA offers execution through Amerant Investments, Inc.(“Amerant”), an unaffiliated broker dealer, for certain securities transactions of Clients. Certain supervised persons of WCA may also be registered representatives with Amerant Investments, Inc. and will receive compensation from Amerant Investment, Inc. for brokerage transactions effected for Clients with brokerage accounts maintained at Amerant. Specifically, such supervised person will receive a payout based on the gross revenue/commissions earned from all eligible forms of compensation which includes, commission/concessions on security transactions. Supervised persons have an incentive to recommend securities transactions that are considered eligible compensation. The resulting financial incentives will give rise to conflicts relating to the types of investments and the extent of trading the supervised person will recommend. WCA and its supervised persons are not paid 12b-1 fees in connection with mutual fund shares classes, therefore, the supervised person does not have an incentive to recommend that a Client invest in particular funds and/or share classes of individual funds that pays 12b-1 fees. Such charges, fees and commissions paid to Amerant and shared with our supervised persons are exclusive of and in addition to WCA’s fees paid by Clients and not offset by WCA’s fees paid by Clients. Clients should be aware that the receipt of additional compensation by WCA’s supervised persons creates a conflict of interest that may impair the objectivity of WCA and these individuals when making advisory recommendations to purchase, sell and/or continue to hold an investment. Specifically, these associated persons have an economic incentive to recommend products, services or account types that provide more revenue or other benefits, even if such recommendations are not in the best interest of the Client. Clients may pay commissions higher than those obtainable from other brokers for the same services rendered by Amerant or any other broker-dealer recommended to the Client by WCA. Clients can also elect to have their account opened and trades executed at a broker-dealer of their choice, which may or may not cost more to the Client. WCA and its supervised persons endeavor to put the interest of the Clients first as part of its fiduciary duty as a registered investment adviser and registered representative. WCA will make full and fair disclosure to the Client of the existence of all material conflicts of interest. WCA has adopted policies and procedures to monitor recommendations or ongoing advice that is in the Client’s best interest, based on a reasonable understanding of the Client’s objectives. WCA believes the aforementioned conflicts are mitigated in that supervised persons must ensure that any investment is in the best interest of the Client. Clients are encouraged to request additional information regarding potential conflicts of interest. Further, as discussed more completely in Item 10 below, WCA and our supervised persons benefit and receive certain compensation indirectly as a result of the sale of certain securities. Specifically, the Limited Partnership interests of the Funds, our Clients. Investment by new Limited Partners, or the increase of the investments of existing Limited Partners, will increase the amount of any management fees payable to WCA, and may also result in an increase in any incentive allocation payable and allocable to the General Partners of the Funds, an affiliate of WCA. We advise all prospective and current Limited Partners of the Funds of the actual conflicts of interest that arise from WCA’s and its associated person's promotion of investment in the Funds, particularly for the reasons discussed above and elsewhere in this Brochure. WCA has adopted a Code of Ethics and other internal policies to address these conflicts of interests (see Item 11 for more information). WCA, or its related persons, may also receive performance-based compensation in connection with the Funds. Performance-based compensation is structured to comply with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and other applicable provisions of federal and state laws. Performance-based compensation may create an incentive for the advisor to recommend an investment that may carry a higher degree of risk to the Client. Performance-based compensation may only be charged on the accounts of qualified Clients. A qualified Client is: (i) a natural person who, or a company that, immediately after entering into the contract has at least $1,100,000 under the management of the investment adviser. (ii) a natural person who, or a company that, the investment adviser entering in the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract either a. has a net worth (together, in the case of a natural person, with assets jointly held with a spouse) of more than $2,200,000. b. Is a qualified purchaser as defined by the Investment Act of 1940; or (iii) a natural person who immediately prior to entering into the Agreement is a. an executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; or b. an employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser) who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least 12 months. WCA faces a conflict of interest to the extent that it manages an account for which it receives a performance-based compensation at the same time as it manages one or more accounts for which it either does not receive a performance- based compensation or receives a different level of performance-based compensation. A performance-based compensation arrangement generally entitles an investment adviser to additional compensation if the performance of an account bearing the performance-based compensation exceeds an established high-water mark or benchmark. WCA has the potential to receive higher compensation from an account for which it is paid a performance-based compensation than for an account that is not charged a performance-based compensation or is charged a lower performance-based compensation. WCA may have an incentive to favor accounts or take increased investment risk on behalf of accounts for which it receives a performance-based compensation or a larger performance-based compensation because it could receive greater compensation from such accounts. For example, WCA may have an incentive to trade in non-performance compensation-based accounts to benefit performance-fee-based accounts. WCA has put into place policies and procedures to address these conflicts of interest, including policies designed to ensure allocation of trades and securities to Client accounts on a fair and equitable basis and policies regarding brokerage commission as well as monitoring of trading positions that are held in both performance and non- performance-fee-based accounts. These policies are designed to ensure that WCA will not unfairly favor certain accounts (such as accounts paying performance fees) over others when allocating investment opportunities. Please see Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for further details. With respect to the reference portfolios of Separately Managed Accounts, WCA does not receive performance fees. With respect to LW FIOF, the performance fee is equal to 15% per annum of the appreciation in the net asset value of the fund subject to a high- water mark. The performance fee is paid as of the last business day of each month. If the Fund incurs a loss after a performance fee has been paid, such fee will not be rebated and WCA will retain the fee, but no further performance fees will be charged in subsequent months until the Fund has appreciation above the high- water mark. If an investor redeems his or her shares before the end of a month, the performance fee will be calculated and paid to WCA as if the redemption date were the last day of the month. For PG Growth Cayman Fund, the General Partner will distribute (i) First, one hundred percent (100%) to such Limited Partner until it has received cumulative distributions pursuant to this clause (i) equal to such Limited Partner’s aggregate capital contributions; (ii) Second, one hundred percent (100%) to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to clause (i) above and this clause (ii) equal to a preferred return on such Limited Partner’s aggregate capital contributions at the rate of eight percent (8%) per annum, compounded annually, from the date the capital contributions were contributed (the “Preferred Return”); (iii) Third, one hundred percent (100%) to the PG Growth Cayman GP, as applicable, until it has received an amount equal to 20% of the amounts distributed to such Limited Partner pursuant to clause (ii) above; and (iv) Thereafter, eighty percent (80%) to such Limited Partner and twenty percent (20%) to the PG Growth Cayman GP, as applicable. The amounts distributed to PG Growth Cayman GP pursuant to clause (iii) and clause (iv) are “Carried Interest Distributions”. For Prival Credit Fund, the General Partner will distribute proceeds from dispositions of investments as well as any dividend or interest income received from investments as soon as practicable after the Fund’s receipt thereof, but in no event later than sixty (60) days after receipt thereof, subject to the retention of reserves and taxes as further described in the Offering Documents. Each distribution of net investment proceeds will initially be apportioned among the Limited Partners in proportion to each Limited Partner’s respective capital contributions made with respect to the investment to which such distribution relates. The portion of the distribution apportioned to each other Limited Partner will be distributed to such Limited Partner and the General Partner in the following manner: (i) First, one hundred percent (100%) to such Limited Partner until it has received cumulative distributions pursuant to this clause (i) equal to such Limited Partner’s aggregate capital contributions; (ii) Second, one hundred percent (100%) to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to clause (i) above and this clause (ii) equal to a preferred return on such Limited Partner’s aggregate capital contributions at the rate of six percent (6%) per annum, compounded annually, from the date the capital contributions were contributed (the “Preferred Return”); and (iii) Thereafter, eighty-five percent (85%) to such Limited Partner and fifteen percent (15%) to the special Limited Partner as the carried interest distribution. WCA or its affiliates may, in their sole and absolute discretion, waive or reduce or modify its performance fee with respect to any investor.