Argo Management and Research Company LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Argo are negotiable and vary among its Clients.
However, the range of compensation is generally as follows:

        1.      Management Fee
With respect to the Funds, Argo typically receives a an annual management fee (the
“Management Fee(s)”) equal to up to 2.0% of the Limited Partners’ capital commitments to
the Fund until the earlier of the fiscal quarter commencing immediately following (i) the third
anniversary of the initial contribution date and (ii) the initial capital call of a subsequent Fund
(the “Step-down Date”). From and after the Step-down Date, the annual management fee
shall equal to 2.0% of the cost basis of all portfolio investments held by the Portfolio SPVs as
of the first day of such fiscal quarter (excluding the acquisition cost of all or any portion of
any portfolio investment that has been disposed of by a Portfolio SPV or written-off as of the
last day of the immediately preceding fiscal quarter).
        2.      Performance-based Fees
The General Partner generally charges performance-based compensation to Clients (a
“Carried Interest”). The amount and calculation methodology of the compensation is
outlined in each relevant Fund’s applicable Constituent Documents; however, the fee is
typically equal to a percentage (generally up to 20%) of all realized profits, which may be
subject to a “waterfall” provision, in excess cumulative distributions.
The Carried Interest will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Advisers Act.
        3.      Fee Comparison
Client expenses, including the Management Fee may constitute a higher percentage of
average net assets than could be found in other investment programs.
Any costs or expenses attributable to a Fund, on the one hand, and one or more “Related
Funds,” on the other hand, will be apportioned between such Fund and/or such other Related
Funds as set forth in the applicable Constituent Document(s). “Related Fund” generally
means any other investment fund or similar vehicle for which the Firm or its affiliates serve
as an investment manager or investment advisor, and is further defined in the Constituent
Documents.
B.      Payment of Fees
Management Fees, Carried Interest and Fund expenses and third-party fees (discussed
below) are deducted from Client assets. Management fees, which are paid in advance, are
withdrawn at the beginning of the quarter.

                                                                            Part 2A of ADV:
                                         Argo Management and Research Company, LLC Brochure

C.      Fund Expenses and Third-Party Fees
        1.      Organizational Expenses
Each Fund shall pay all organizational expenses attributable to: the organization of the Fund
and its affiliates (including the General Partner, but excluding the Portfolio SPVs); the offering
and sale of interests in the Fund and such affiliates; registration expenses and other expenses
related to compliance with any local laws, rules, regulations, decrees and other order and
judgments of general applicability of any non-U.S. jurisdiction, in each case in connection with
the offering and sale of interests in the Fund and its affiliates; and the negotiation, execution
and delivery of the applicable Constituent Documents executed in connection with such
offering or sale; in each case, including any legal, accounting, consulting, marketing, filing,
mailing, travel and related expenses (e.g., accommodations and meals) and other start-up
costs and expenses (the “Organizational Expenses”).
        2.      Other Expenses
The Firm or the General Partner shall be responsible for all normal administrative and
overhead expenses of the Firm and the General Partner, including: all salaries, wages,
bonuses and benefits of the employees of the Firm, General Partner and their affiliates; office
expenses, including rent payable for space used by Argo or the Fund; expenditures for
equipment used by Argo or the Funds and any expenses related to the Firm’s registration
under the Advisers Act and the ongoing compliance related expenses in connection with such
registration, excluding those expenses set forth below.
In addition to Organizational Expenses and Management Fees, each Fund shall bear all fees,
costs and expenses related to the Fund that are not reimbursed by third parties (other than
the expenses borne by the Firm or General Partner as set forth above), including (i) all fees,
costs and expenses incurred in connection with (a) identifying, investigating, evaluating,
acquiring, consummating, holding, maintaining, monitoring and disposing of securities
(including, legal, accounting, auditing, custodial, consulting, investment banking, research
and other fees and expenses, commissions, appraisal fees, taxes, brokerage, private
placement and other finders fees, merger fees, registration fees, due diligence and similar fees
and expenses, and all reasonable out-of-pocket travel, entertainment and related expenses
(including, meals, business class (or equivalent) air travel, car services and hotel
accommodations (collectively, “Travel Expenses”)) of the Firm’s employees and/or other
agents in connection with the foregoing and also investment and disposition opportunities
that are not consummated); (b) any bank account, credit facility, guarantee, line of credit, loan
commitment, letter of credit or similar credit support or other indebtedness involving the
Fund, any Portfolio SPV or any portfolio investment (including any fees, costs and expenses
incurred in obtaining such borrowings and indebtedness and interest arising out of such
borrowings and indebtedness); (c) the managed distribution of marketable securities by the
Fund; (d) actual or threatened litigation, legal or administrative proceedings, investigations
...

Item 7 – Types of Clients

Argo provides investment advice and management to the Funds, which are privately offered
pooled investment vehicles that are exempt from registration under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal restrictions. Prospective Investors are encouraged to thoroughly review the
applicable Fund’s Constituent Documents, which set forth investment terms in detail.
Prospective Investors may include, without limitation, high-net worth individuals, pension
plans, trusts, financial institutions, endowments and other U.S. and non-U.S. entities.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933) and a “qualified client” (as defined in Rule 205-3 of the Advisers
Act) or a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company
Act of 1940, as amended).

                                                                           Part 2A of ADV:
                                        Argo Management and Research Company, LLC Brochure