Vaquero Private Wealth Ltd

FEES AND COMPENSATION (ITEM 5)

INVESTMENT MANAGEMENT
Client fees are determined based upon the size and scope of the relationship,
complexity of the investments, necessary time commitments and associated travel
requirements. If based on a percentage of the value of assets under management or
advisement, the fee is no more than 1.75% annually. Vaquero does not discriminate
between clients based on their fee structure. Our fees are negotiable, and we reserve
the right to negotiate any fees based on numerous factors. Therefore, some clients pay
more or less than others for similar services. VPW believes its fees are reasonable in
relation to the fees charged by other investment advisers. The amount and method by
which fees are charged is established in each client’s written agreement with VPW.

The management fee is paid monthly in advance according to the Investment Advisory
Agreement between Client and VPW. Fees are assessed based upon the market value of
the managed assets as valued by VPW’s data aggregator “Addepar” on the last business
day of the previous month. Flows into new accounts for the first month are charged on
a pro rata basis. Thereafter, the monthly fee is adjusted on a pro rata basis for flows
of cash or assets in or out of the account that are equal to or exceed $100,000 in any
one day. Fee adjustments for flows in and out of the account are calculated based on
the actual days in the month the assets were in the account. Clients may instruct VPW
to charge fees for one account to another bearing a client’s name. Fees are subject to
change and may be changed by VPW, in its sole discretion, after giving written notice
to clients, with such new fees effective 30 days after the date of the written notice.

Unless VPW grants an exception, the custodian will deduct from the managed assets and
pay VPW the management fee each month after VPW submits a request to pay to the
custodian. In the event that there is not sufficient cash in the client account(s) to pay
VPW’s fee, VPW will sell assets to pay the fee. Clients are responsible for verifying the
management fee computations since custodians are not asked to perform this task. The
custodian(s) will send clients a monthly statement showing all amounts paid from the
managed assets, and transactions including deduction of the management fee.
ERISA SERVICES: 3(21) INVESTMENT ADVISOR AND 3(38) INVESTMENT MANAGEMENT FEES
Fees for ERISA services will be billed based on the structure and the amount as agreed
upon between VPW and the plan sponsor in the written Investment Advisory Agreement.

The level of fees will be set based upon the scope, nature and complexity of the services
selected by the plan sponsor, the number of participants in the plan, and the overall size
of the plan. Fees are negotiable between VPW and the plan sponsor. Fees may be paid
directly by the plan sponsor or out of plan assets by a service provider or other third
party, as authorized by the plan sponsor.

                                                       Part 2A of Form ADV: Firm Brochure
                                                              Vaquero Private Wealth, Ltd.
                                                                            February 2026

FINANCIAL PLANNING FEES
You may engage us to create a Financial Plan exclusive of Portfolio Management or
request we perform financial planning services outside the scope of services in our
original Client Agreement. In these situations, we charge an hourly or flat fee based on
the complexity and/or total time to complete the plan.

Fees for ongoing financial planning renewal services, after the initial financial plan
completion, are based upon the projected hours necessary to maintain an effective
planning process for Client, the number of expected meetings during the year, the
professionals used, and the complexity of Client’s situation.

CONSULTING FEES
Fees for customized consulting services are charged hourly or as a flat fee per the
Consulting Agreement based on the projected or actual hours involved, the professionals
used, and/or the complexity of Client’s situation.

OTHER FEES
Client accounts pay directly for additional fees assessed by the custodian, such as
transaction, alternative investment, external manager, wire, exchange or custodial
fees. For more information on the custodian relationship, please refer to the “Brokerage
Practices” section.
Mutual funds, exchange-traded funds, money market funds, and private investment
funds are subject to their own internal expenses, including management fees,
performance-based fees, marketing expenses, audit, legal and administrative fees.
These fees are determined solely at the sponsor’s discretion and are fully disclosed in
the associated offering documents. These fees are in addition to the investment
management fees billed directly to clients by VPW.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT (ITEM 6)

VPW does not charge performance-based fees to any accounts, so it does not manage
accounts paying those fees beside accounts that do not (side-by-side management).

TYPES OF CLIENTS (ITEM 7)

VPW provides investment advisory services to individuals, high net worth individuals,
corporations, trusts, estates, private foundations, donor-advised funds, pensions, profit-
sharing plans, 401(k) plans and other retirement plans.
VPW targets working with clients with a net worth of $5,000,000 or more but reserves
the right to accept any clients it wishes, including those whose net worth is below the
threshold.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS (ITEM 8)

VPW develops customized investment strategies for each client based upon their risk
tolerance, financial condition, time horizon, tax sensitivity, asset location, and

                                                        Part 2A of Form ADV: Firm Brochure
                                                               Vaquero Private Wealth, Ltd.
                                                                             February 2026

investment objectives. These long-term strategies consist of a diversified portfolio of
public and private investments spanning multiple asset classes created with the goal of
providing after-tax returns sufficient to meet the clients’ objectives while minimizing
volatility and risk of capital loss.
In development of these strategies, VPW relies upon fundamental, cyclical and technical
research and due diligence resources created internally or by third parties to aid in
macroeconomic projections, long-term asset class risk/return estimates, asset
allocation optimization, security selection and portfolio construction. These resources
aid VPW in building client portfolios that it believes offer the most attractive
risk/reward characteristics.
Investments recommended by VPW include ETFs, mutual funds, equities, US treasury
bonds, municipal bonds, corporate bonds, interval funds, investments in limited
partnerships and money market funds, but may also include separately managed
accounts, CEFs, structured products, warrants, commercial paper, options contracts and
CDs, if appropriate.
Long-term purchases are the most frequent recommendation when structuring client
portfolios, but if appropriate, short-term purchases, trading, short sales, margin
transactions and option strategies may also be recommended.
VPW also recommends Private Funds to clients. See Item 4 (“Types of Advisory Services”)
for a description of Private Investment opportunities.

RISK OF LOSS

VPW does not guarantee the future performance of the account or any specific level of
performance, the success of any investment decision or strategy that the Firm may use,
or the success of the Firm’s overall management of the account. The client understands
that investment decisions made for the client’s account by the Firm are subject to
various market, economic, political and business risks, and that those investment
decisions will not always be profitable. Clients are reminded that investing in any
security entails risk of loss which they should be willing to bear. Other specific risks are
discussed below.
OVERALL INVESTMENT RISK
All securities investing and trading activities risk the loss of capital. The nature of the
securities to be purchased and traded and the investment techniques and strategies to
be employed by the Firm may increase this risk. While the Firm will attempt to
moderate these risks, there can be no assurance that the Firm’s investment activities
will be successful or that losses will not be suffered. An investment in an individual
account is suitable only for persons who have adequate means of providing for their
current needs and personal contingencies and have no need for liquidity in their
investments. Many unforeseeable events, including actions by various government
agencies, and domestic and international economic and political developments, may
cause sharp market fluctuations that could adversely affect performance.
Cybersecurity Risk: Vaquero Private Wealth and its service providers may be subject to
operational and information security risks resulting from cyberattacks. Cybersecurity
attacks affecting Vaquero and its service providers may adversely impact Clients.

                                                       Part 2A of Form ADV: Firm Brochure
                                                              Vaquero Private Wealth, Ltd.
                                                                            February 2026

Cybersecurity risks are also present for issuers of securities in which Clients accounts
may invest in, qualified custodians, governmental and other regulatory authorities,
exchange and other financial market operators, or other financial institutions. Although
Vaquero Private Wealth has established its systems to reduce the risk of these incidents
occurring, there is no guarantee that these efforts will always be successful, especially
considering that Vaquero Private Wealth does not directly control the cybersecurity
measures and policies employed by third-party service providers or those of its clients.
TRANSACTIONS IN SECURITIES
There is no assurance that the Firm will correctly evaluate the nature and magnitude of
the various factors that could affect the prospects invested securities. The individual
account holders may lose their entire investment or may be required to accept cash or
securities with a value less than their original investment. Under such circumstances,
the returns generated from investments may not be adequate compensation for the risks
assumed.
Following are some risks particular to VPW’s investment strategies:
Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus a client
may lose money investing in mutual funds. All mutual funds have internal expenses and
fees that lower investment returns. The funds can be of bond “fixed income” nature
(lower risk) or stock “equity” nature (mentioned below).
Equity Securities: VPW buys, on its clients’ behalf, equity securities. The value of these
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