OCTO Capital LLC

Item 5 - Fees and Compensation

Our advice-centric business model drives our compensation philosophy. This is an important distinction
when comparing to firms that follow an asset-centric or asset-gathering model.

Octo Capital is compensated only by the fees paid by its clients. Octo Capital is not affiliated with a
broker/dealer and, as such, does not carry the licenses necessary to receive securities commissions.

We charge a fixed fee for a combined Investment and Financial Advisory service. A percentage of
portfolio size does not apply. The fee is negotiated individually and generally ranges from $4,000 to
$12,000 per year, depending on the scope of services, complexity, time required, number and type of
accounts, number of objectives, number of individuals, ongoing administrative needs, and other
miscellaneous requirements. Annual fees are prorated and paid quarterly in advance.

In addition, we may offer the advisory fee based on a percentage of assets under management (“AUM”)
instead of a flat fixed fee, equal to 1.00% – 1.25% per annum, in situations where a flat fixed fee may
not be appropriate (e.g., the minimum fixed fee exceeds 1.25% of assets to be managed).

We may charge more or less for engagements as deemed appropriate. Many long-term clients pay
lower fees than the current standard rates. Clients who hired Octo Capital before adopting the current
fee schedule are billed an advisory fee based on the fee schedule reflected in their Investment Advisory
Agreements.

We may change fees in response to operational efficiency and to maintain quality client service, or if
material changes occur in the client’s total investable wealth and/or complexity of the situation, and,
therefore, the services provided. Any increase or decrease in the fee requires 30 days' prior written
notice to you.

For the initial billing period, the fee is prorated for the remainder of the quarter (if services commenced
mid-quarter). Should a client terminate the relationship with Octo Capital, the unearned portion of the
fee will be refunded. Clients terminating their contract with Octo Capital within the first five days are
entitled to a full refund.

Octo Capital, LLC | Form ADV Part 2A | 2/2/2026​   ​   ​     ​      ​                     Page 9

Clients may elect to pay this fee directly or have it deducted quarterly from their investment accounts.
The Custodian will deduct the fee for the Account upon receipt of the invoice or shortly thereafter.

Octo Capital's negotiable annual advisory fee is subject to the terms and conditions of the Investment
Advisory Agreement and will depend on various factors. As a result of these factors, similarly situated
clients could pay different fees. Moreover, the services Octo Capital provides to any client may be
available from other advisers at lower fees. All clients and prospective clients should be guided
accordingly.

Octo Capital does not provide Financial Planning and Consulting Services on a stand-alone
project-based basis. Financial Planning and Consulting Services are included for clients hiring Octo
Capital for ongoing Investment and Financial Advisory services. Services include, but are not limited to,
a thorough review of all applicable topics, including Retirement, Cash Flow Analysis, Estate Planning,
Investments, Tax Planning, and Insurance.

Other Fees and Expenses

All fees paid to Octo Capital are separate and distinct from the fees and expenses charged by mutual
funds and ETFs to shareholders or any transaction fees charged by the custodian(s). Mutual fund and
ETF expenses are described in each fund's prospectus. These expenses will generally include the mutual
fund and/or ETF management fee and other fund expenses.

Clients may incur fees from the custodian selected to provide record-keeping, tax reporting, and
statement production services. These fees may include annual IRA and retirement account fees,
nominal trade ticket charges, and banking fees. No portion of these fees is retained by or remitted to
Octo Capital.

Item 7 - Types of Clients

Octo Capital offers advisory services to various clients, including individuals, high-net-worth individuals,
trusts, foundations, estates, business entities, qualified retirement plan sponsors, and charitable
organizations.

We do not require a minimum to open an account. However, we may review the situation on an
individual basis to ensure we can provide services in the client's best interest.

Octo Capital, LLC | Form ADV Part 2A | 2/2/2026​   ​   ​     ​       ​                     Page 10