Argos Capital Partners LLC

Fees and Compensation
Advisory Clients and the Argos Funds
 Clients are billed in accordance with terms specified in the Investment Advisory Agreement. Clients
typically pay ACAP via a check or wire or, when applicable, via their interest in an Argos Fund.
Clients may pay fees in arrears or in advance. Fees are based on one of the following schedules.

ACAP collects a 15-basis point fee calculated on the total investable assets of each client. The
valuation used to determine the basis point charged is a mutually agreed to number based on their
calendar year end, and approved by the client prior to billing. Client fees are billed or deducted
periodically, less than every six months. ACAP fees are not negotiable, but ACAP reserves the right
to lower or waive fees at its discretion.

Or

Certain other (legacy) clients are charged a fee based solely on assets under management ranging
from 0.4% to 1.0%.

Subject to a client’s approval, Clients may also pay a performance fee on certain Privately Offered
Investments that is equal to 10 or 15% of the realized profits earned from such investments or an
asset management fee. Since 2020, for all Privately Offered Investments made through the Argos
Funds, ACAP charges a 1% fee up front that is later credited/offset against any 10% or 15%
performance fee that is earned but that is not refunded if such performance fee is not earned. If the
investment loses money, the client shall receive a credit against future performance fees in an
amount equal to 10 or 15% of such loss, as applicable. Performance based fees may create an
incentive for ACAP to make investment recommendations that are riskier or more speculative than
would be the case in the absence of a performance fee. Further, investment advisers have an inherent
conflict of interest to favor accounts that pay more in fees, such as performance-based fees. ACAP
has adopted and implemented written compliance policies and procedures, codified in our
compliance manual, which generally address the above conflicts of interest.

Each client enters into an investment advisory agreement that continues in force and effect until
either the client or ACAP gives written notice to the other party of its intention to cancel it, in which
event the contract shall terminate on such date as is specified by the terminating party. When either
party terminates the relationship, fees are prorated from the beginning of the billing period through
the specified termination date, except for the performance-based fees, which remain in place for the
duration of the underlying investment. If the account paid fees in advance, any prepaid unearned
fees will be refunded to the client.

In addition to ACAP’s investment advisory, performance, and asset management fees, clients will
incur trading costs and custodial fees e.g., wire fees, IRA fees). Due to the nature of the brokerage
services provided, some commissions charged to the client are consistent with a full-service
brokerage firm. (Please refer to the Brokerage Practices section for more information for potential
conflict of interests with respect to brokerage commissions.) All fees paid to ACAP for investment
advisory services are separate and distinct from the fees and expenses charged by third-party
managers, ETFs and mutual funds, which may include trading and custodial costs in addition to or
in lieu of those incurred by ACAP. ETF and mutual fund fees and expenses are described in each
fund’s prospectus; these fees will generally include a management fee, other fund expenses, and a
possible distribution fee. A client could invest with a third-party manager or in an ETF or mutual
fund directly, without the services of ACAP. In that case, the client would not receive the services
provided by ACAP which are designed, among other things, to assist the client in determining which
third-party manager, ETF or mutual fund(s) are most appropriate to each client’s financial condition
and objectives. Accordingly, the client should review both the fees charged by the third-party
manager, ETF or mutual funds and the fees charged by ACAP to fully understand the total amount
of fees to be paid by the client and to thereby evaluate the advisory services being provided.
Affiliates of ACAP and/or their related persons may charge separate fees for non-investment related
activity.

ACAP may charge management fees on Privately Offered Investments via the Argos Funds.
Additionally, ACAP will collect up to a 15% performance fee (and the 1% fee that is offset against
the performance fee) described above via the client’s investment in the applicable Argos Fund, and

not from the client directly. ACAP also pays most expenses incurred by the Argos Funds. The Argos
Funds only pay transactional expenses and extraordinary or non-routine expenses. Argos Fund II
will also pay for tax and audit fees.

The Opportunity Fund

ACAP ceased charging the Opportunity Fund management fees after December 31, 2024.

Those Opportunity Fund investors that are not ACAP advisory clients pay an affiliate of ACAP (the
“Carry Member”) a performance fee (by way of an incentive allocation) of 20% of all profits made
on their investments in the Opportunity Fund that exceed an 8% internal rate of return. Investors
that are ACAP advisory client investors also pay performance fees, but these are calculated in
accordance with the methodology described under Advisory Clients and the Argos Funds above.
ACAP collects such performance via the advisory client’s investments in the Argos Funds, and not
from the client directly.

Fund II

Fund II investors typically pay SPC an annual management fee of 0.75% of each contribution they
make to invest in each Privately Offered Investment, until such asset is disposed of or completely
written off.

Fund II investors also pay a performance fee (by way of an incentive allocation) of 15% of all profits
made on each applicable investment in Fund II.
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Types of Clients
As mentioned above in the Advisory Business section, ACAP provides investment advisory services
to ultra-high net worth individuals and their related trusts, partnerships and charitable accounts.
ACAP also provides investment advisory services to a pension plan client. For certain client
accounts, ACAP may be deemed a fiduciary under certain Department of Labor rules. ACAP will
abide by the Impartial Conduct Standards in relation to such accounts. Finally, ACAP provides
investment advice to various private funds. Although, as discussed above, ACAP’s relying adviser,
SPC, is the direct adviser to two of these private funds.

The typical ACAP client is an ultra-high net worth family. We often work with all generations of a
given family. These families are typically connected through multi-generational trusts. If one were
to count clients as families served, then our client family number is under 20. The number of clients
listed in Part 1 of Form ADV separates out the different members and entities of each given family.

Methods of Analysis, Investment Strategies and Risk of Loss

ACAP’s primary investment recommendation for liquid securities is index investing using ETFs.
ACAP also allocates assets to third party advisers to construct index tracking portfolios on behalf of
clients. Clients also employ active managers and other strategies as well. These strategies typically
may include mutual funds, separately managed accounts, and alternative investments such as hedge
funds, private equity funds, and direct investments in private companies and real estate. Investments
pose a risk of loss that clients should be prepared to bear.

When performing due diligence on any third-party investment manager ACAP considers many
factors including the following items.

    •   Fees charged by the manager both directly and indirectly through commissions on trades
        and other expenses.
    •   Turnover and its related costs and impact on overall performance.
    •   Management tenure.
    •   Use of leverage and the related increase risks associated with leverage.
    •   Track record of the manager both in the current strategy and with prior firms and prior funds.
    •   Operational support at the firm level.
    •   Interviews and at time on site visits are completed with representatives from the firms to
        discuss these factors.

When performing due diligence on real estate and private company investing ACAP looks at many
factors including the following:

    •   Fees and expenses associated with the investment including fees paid directly through the
        operating company.
    •   Likely tenure of the investment.
    •   The historic track record of any partners in the investment and the company or project itself.
    •   Financial information of the company or real estate project.
    •   Quality of existing investors and the nature of the investor base.
    •   Ensuring the operators interests are aligned with our clients. They should have a significant
        stake in the success of the venture.
    •   Quality of the expert advisors to the firm including attorneys, accounting firms and other
        third party support.
    •   The expected return should compensate clients for the lack of liquidity in the investment.

Risk of Loss

All investing involves a risk of loss that clients should be prepared to bear. The identification of
securities and other assets believed to be undervalued is a difficult task, and there are no assurances
that such opportunities will be successfully recognized or acquired by ACAP, third-party
investments, or third-party managers. ACAP cannot give any guarantee that it will achieve a client’s
investment objectives or that clients will receive a return of its investment. Below is a summary of
potentially material risks for each significant ACAP investment strategy used, the methods of
analysis used, and/or the security recommended.

        Lack of Control – ACAP will not have a role in the management of clients’ third-party
        managed accounts and it will likely not have the opportunity to evaluate in advance the
        specific decisions made by any third-party managers. As a result, the rates of return to clients
        will primarily depend upon the choice of investments and other investment and management
        decisions of third-party managers, and returns could be adversely affected by the
        unfavorable performance of such managers. ACAP depends on third-party managers to
        develop the appropriate systems and procedures to control operational risks. Operational
        risks arising from mistakes made in the confirmation or settlement of transactions, from
        transactions not being properly booked, evaluated or accounted for or other similar
        disruption in operations may cause the client accounts to suffer financial losses.

        Real Estate and Private Companies – ACAP provides investment advice on alternative
        direct investments such as real estate and private companies. Such investments are typically
        illiquid, not freely transferable, and do not have an actively traded market. Direct
        investments in real estate and private companies, like many other types of investments,
        historically have experienced significant fluctuation and cycles in value. Specific market
        conditions may result in occasional or permanent reductions in the value of a client’s
        investments. The value of a client’s investments may depend on many factors beyond our
        control, including, but not limited to: changes in general economic, local, or social
        conditions; changes in supply of or demand for competing investments; changes in interest
        rates; the availability and use of credit; the financial condition of buyers, sellers and tenants;
        changes in tax rates and other operating expenses; various uninsured or uninsurable risks;
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