Archon Capital Management LLC

Founded in 2004, Archon Capital Management LLC ("Archon") is a hedge fund manager focused on small- to mid-capitalization securities in the technology, consumer and health care sectors. Archon's principal place of business is in Seattle, Washington, and Constantinos Christofilis is Archon's Managing Member, Portfolio Manager and sole owner.

Archon provides specialized discretionary advisory services to the following pooled investment vehicles: Strategos Fund, L.P.; Strategos Partners LLC (the “Onshore Fund”); Strategos Offshore, Ltd. (the “Offshore Fund) (which together with the Onshore Fund, are also referred to as the “Feeder Funds”); and Strategos Master Fund, L.P. (the “Master Fund”) (each, a “Fund” and collectively, the “Funds”). The purpose of the Master Fund is to achieve certain administrative efficiencies; the Master Fund has no investors other than the Feeder Funds and Archon. The Funds are currently Archon’s only Clients. However, Archon is permitted, in the future, to also provide advisory services to separately managed accounts or new pooled investment vehicles.

Archon typically limits its investment advice to equity and equity-related securities, and in particular with respect to its long investments, small and mid-capitalization equity securities, as described in more detail in Item 8 of this Brochure. Investors in the Funds receive an offering memorandum prior to investing in a Fund. Each Fund’s offering memorandum further describes the investment strategies pursued by Archon on behalf of such Fund. Archon provides advice to the Funds based on specific investment objectives and strategies. Archon does not tailor advisory services to the individual needs of investors in the Funds (collectively, "Investors"). Investors in the Funds are not permitted to impose restrictions on the Funds’ investing in certain securities or types of securities. While Archon does not tailor its advisory services to the individual needs of Investors in the Funds, in order to comply with certain legal and regulatory requirements, it is possible that there will be instances when an Investor will not participate in an investment by the Fund (e.g., due to legal or regulatory restrictions) and appropriate measures will be taken by the respective Fund to comply with such laws and regulations.

Archon does not participate in "wrap fee" programs (advisory programs with an all-inclusive fee for both investment advisory services and brokerage execution).

As of December 31, 2025, Archon managed approximately $214.6 million of regulatory assets under management, all managed on a discretionary basis. Archon does not manage any assets on a non-discretionary basis.

Each Fund pays Archon an investment management fee based on the value of an Investor’s assets invested in a Fund, ranging from 1.0% to 1.5% per annum (the "Management Fee"). The Management Fees are paid to Archon each month in advance based on the total market value of the assets in the Fund (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest) on the first day of the month. The Management Fee will be charged beginning as of the effective date of the investment management agreement or the date of an Investor’s subscription to a Fund. Management fees will be prorated for investments made, or managed accounts established, other than on the first day of a month. The Management Fee will cease to be charged once the applicable management agreement is terminated or a withdrawal or redemption is made by an Investor from a Fund. The Management Fee will be prorated for the number of days during the month in which the investment management agreement was in effect, or an Investor was invested in the Fund (if an Investor withdraws or redeems from a Fund other than at the end of the month).

Archon is permitted to agree with any Investor to apply a different Management Fee and can negotiate the amount of Management Fees applicable to any separately managed account it establishes in the future. In this regard, Archon has waived the Management Fees applicable to certain Investors, such as employees and their related parties (e.g., employee spouses and trusts or other investment vehicles for the benefit of employees and their family members).

Archon deducts the Management Fee from each Fund monthly by instructing the Fund’s administrator to deduct the Management Fee from the Funds' accounts.

Funds are required to pay Archon’s Management Fees in advance. Pre-paid fees will be refunded based on the number of days remaining in the month if an Investor withdraws or redeems from a Fund other than at the end of a month or if the Fund’s investment management agreement is terminated before the end of a month. In addition to the Management Fee, Archon is allocated an annual performance-based allocation, which is compensation that is based on a share of capital appreciation of the assets of a Fund. This compensation rate is 20% of net profits and is subject to a loss carryforward provision.

Archon is permitted to agree with any Investor to apply a different performance-based allocation and can negotiate the amount of any performance-based fee applicable to any separately managed account it establishes in the future. In this regard, Archon has waived the performance-based allocation rate applicable to certain Investors, such as employees

and their related parties (e.g., employee spouses and trusts or other investment vehicles for the benefit of employees and their family members).

In addition to the Management Fee and performance-based allocation, Funds (and thus Investors in the Funds), will also be responsible for all of a Fund’s direct operating expenses in accordance with a Fund’s offering memorandum and/or governing documents or any applicable investment management agreement. These operating expenses, include, but are not limited to, fees and expenses of any third-party administrator, brokerage commissions and fees and expenses attributable to trade order and portfolio management systems (e.g., subscription fees for Bloomberg access, software used for trade capture and portfolio management, and other similar expenses), interest on margin and other borrowings, borrowing charges on securities sold short, custodial fees, legal, research, accounting and audit fees and expenses, market-data fees, tax-preparation fees, governmental fees and taxes, bookkeeping and other professional fees, travel related to investment activities, costs of reporting, costs of governance activities (such as fees for directors and obtaining consents (if and when necessary)), expenses of regulatory compliance including filings and reporting (including but not limited to Form PF, Form N-PX, federal, state and non-US security filings, Section 13 and Section 16 filings) to the extent they are in connection with, relate to or derive from a Fund or its investment activities, insurance costs (including a portion of directors and officers insurance, errors and omissions insurance and other similar policies covering Archon) and all other reasonable expenses related to the management and operation of each Fund and/or the purchase, sale or transmittal of assets, as Archon determines in its sole discretion. Fund assets are invested in money market mutual funds, ETFs or other registered investment companies. In these cases, the Fund will bear its pro rata share of the investment management fee and other fees and expenses of these investments, which are in addition to the Management Fee and performance-based allocation paid and allocated to Archon.

The allocation of expenses by Archon between it and any Fund and among the Funds represents a conflict of interest for Archon. Archon maintains compliance policies with respect to expense allocations designed to address this conflict. Archon’s policy is to allocate expenses (between it and any Fund, if applicable, and among the Funds) in a fair and equitable manner, consistent with its fiduciary obligations and the governing documents of the Funds. Expenses incurred on behalf of more than one Fund will be allocated among such Funds as fairly as possible, which generally includes a pro rata allocation based on the assets under management of each such Fund, unless another method of allocation is deemed more appropriate by Archon in its discretion. To the extent that the governing documents do not expressly provide for a method of allocation, or to the extent that an invoice does not relate to a specific Fund, Archon will typically allocate expenses among the Funds pro rata based on assets under management as of the beginning of each month in which the expenses are paid, unless another method is more equitable. Expense allocation decisions involve conflicts of interest (e.g., an incentive to favor accounts that pay higher incentive fees, or conflicts relating to different expense arrangements with certain Funds). Archon’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Archon in good faith will be final and binding on the Funds.

Because the Feeder Funds invest their assets in the Master Fund through a master-feeder structure, the Feeder Funds generally bear a pro rata share of the expenses associated with the Master Fund. Additionally, to the extent a certain expense is directly attributable to a Feeder Fund, then such expense will be allocated solely to that Feeder Fund.

In addition, Investors in all Funds will incur brokerage and other transaction costs, including commission charges on cross trades or similar trades made in connection with rebalancing transactions. Please refer to Item 12 of this Brochure for a discussion of Archon’s brokerage practices. Archon does not accept compensation for the sale of securities or other investment products.

Investors in the Funds receive an offering memorandum prior to investing in a Fund. The Fund’s offering memorandum further describes the applicable management and performance-based fees and expenses an Investor will bear in connection with an investment in the Fund.

A. Methods of Analysis and Investment Strategies

The Funds' investment objective is to seek to achieve risk-adjusted returns by investing in a long/short portfolio consisting primarily of small- and mid-capitalization securities while adhering to a focused risk management discipline. Current income is not an objective.

Archon’s basic philosophy is to identify a core portfolio of small- to mid-capitalization companies that it believes are undervalued compared to their historical relative valuations and growth potential and which possess catalysts that will accelerate sales and/or earnings growth. Archon defines mid-capitalization stocks as those with a market capitalization between $2 and $10 billion and small capitalization stocks as those with a market capitalization below $2 billion.

Archon uses a disciplined, fundamental research, bottom-up investment approach to identify long and short investment opportunities. Archon’s research process focuses significantly on the management, people and culture at an organization, as Archon believes that these factors are critical in driving accountability and financial performance. The Funds are nondiversified, employing both sector and company emphasis.

Long positions are typically out of favor companies that are going through a transition or turnaround, often including bringing on a new management team or key executives. The Funds invest in long positions with conviction and concentration and often with a multi-year time horizon as company turnarounds, including changing culture, take significant time. Archon generally seeks to add a select number of new core long positions each year to

the Funds’ portfolios, with each “vintage” anticipated to begin contributing to the Fund’s performance over 12-36 months following the Fund’s initial investment.

The Funds also employ short selling as a means to seek to generate returns and manage and reduce market risk. Short sale candidates are typically companies that Archon believes have flawed business models or deteriorating fundamentals, are not expected to generate meaningful free cash flow or profits, and/or companies with high valuations whose business may be experiencing a deceleration in sales and earnings growth. Potential short candidates are often identified through the following signals: (i) a departure within the management team, (ii) a management team mismatch, (iii) vulnerability to new competition and other secular changes, (iv) a shift in performance metrics, (v) roll up companies and acquisitions outside of core competency, and (vi) entry into a new market that is not fully established.

The decision to focus on small- and mid-capitalization stocks is based on what Archon believes is an area of the market that provides a higher number of attractive investment opportunities on a valuation basis. This "inefficiency" in valuations is in part a result of the lack of attention small- and mid-capitalization stocks receive from the largest institutional investors and Wall Street analysts who generally focus only on the most liquid securities. In Archon’s opinion, the lack of available information and limited institutional interest make the sector attractive for funds focused on small- and mid-capitalization stocks. Archon expects to use its rigorous fundamental research process to help identify long and short investment opportunities. Archon believes that through its Managing Member’s experience of working for public corporations, it can identify both good and flawed business models.

Archon follows a disciplined investment process that it believes will allow it to identify potential new core long investment opportunities in any market cycle. First, Archon focuses on stocks in growing areas, primarily in technology, healthcare and consumer sectors that have an established market presence and the strategic and financial resources to capitalize on their growth objectives. Second, Archon looks for stocks that are going through a "turnaround” or experiencing a “transition” and which are trading at significant valuation discounts relative to their peers and expected growth rates. Third, Archon identifies companies with growth catalysts that it believes will translate to accelerated sales and/or earnings growth. These catalysts can include one or several of the following: new management teams or the addition of key executives, introduction of new products, entering new markets, acquisitions, new sales and marketing approaches and improved cost structures. Fourth, Archon performs disciplined fundamental research on those investment ideas that meet its criteria and that (for many additional reasons) appear to be attractive investment opportunities. The focus of this research is not only to verify the growth and appreciation potential of each investment, but also to attempt to understand the level of risk associated with such investment. This research may include an analysis of company financials (balance sheet, cash flow and income statement), a review of analyst expectations, the creation of earnings models to assist in financial forecasting, reference checks on new executives and discussions with suppliers, customers, competitors, former employees, industry experts and meetings or private discussions with management. Gathering incremental information from numerous related sources plays a critical role in Archon’s portfolio selection process.

These methods, strategies and investments involve risk of loss to Investors and Investors must be prepared to bear the loss of their entire investment in a Fund. Investors should refer to the relevant Fund’s offering memorandum for further details on a Fund’s specific investment strategy and guidelines and the relevant risks and potential conflicts of interest generally associated with an investment in a Fund. B. Material Risks Relating to Investment Strategies

The following summary identifies the material risks related to Archon’s significant investment strategies and should be carefully evaluated before making an investment with Archon; however, the following does not intend to identify all possible risks of an investment with Archon or provide a full description of each identified risk. There are many marketrelated and other risk factors – some of which cannot be anticipated – that can potentially result in an Investor losing a significant portion or all of its investment in a Fund or prevent a Fund from generating profits. Investors and potential investors in the Funds should refer to the offering memorandum for the Fund for a further discussion of the applicable risks. Concentration on Equities. The Funds concentrate their portfolios primarily on equities and equity-related products (e.g., options, etc.). The equity markets in which the Funds invest are speculative and highly issuer specific. Mismanagement or misconduct by corporate officers can cause the complete loss of an equity investment, and the equity markets are often particularly susceptible to subjective investment factors and market sentiment.

The Funds’ concentration on equities (despite the long-short character of the Funds’ portfolios) will cause the Funds to be less diversified and presumably more vulnerable to the risk of major losses than if it had a more diversified strategy.

Many different alternative investment strategies have been successful investing in securities other than common stocks — conventional debt, convertible debt, preferred stock, options, etc. The investment opportunities such strategies attempt to identify are in many cases based on entirely different factors than those which Archon incorporates into its strategy and could be profitable during periods in which the prospects for the Funds’ strategy being successful are materially diminished by prevailing market conditions and/or other factors.

The Funds’ strategy is premised on Archon’s ability to identify idiosyncratic factors which will cause a stock to under- or over-perform. Analyzing idiosyncratic factors is inherently uncertain, as is predicting whether (and over what time period) such factors will be reflected in market prices. The losses incurred by the Funds on a position, if the market moves against such position, will often not be hedged. The speculative aspect of attempting to predict absolute price movements in individual equities (e.g., long-short investing) is generally perceived to exceed that involved in attempting to predict relative price fluctuations (e.g., “pairs trading”). Numerous inter-related and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climate-related and other factors, influence the cost of equities and may from time to time dominate over idiosyncratic factors; there can be no assurance that the Funds will be able to predict future price levels correctly.

The Funds’ directional equity positions are leveraged, and even comparatively minor adverse market movements can result in substantial losses.

Because the Funds’ long and short portfolios are developed independently of each other, not on the basis of the respective relative values of the equities held long and short, it is entirely possible that market movements will cause losses on both portfolios, rather than one serving at least partially to offset the risk of the other. Fundamental Analysis. The focus of the Funds’ strategy is fundamental, “bottom-up” analysis of individual issuers. Fundamental analysis — which is based on the theory that market mispricings exist because market prices do not incorporate all knowable economic and other relevant data — is subject to the risk of inaccurate or incomplete market information, as well as the difficulty of predicting future prices based upon analysis of all known information. Investments made based upon fundamental analysis are subject to significant losses when market sentiment leads to financial instruments’ market prices being materially discounted from the expected prices indicated by fundamental analysis or when technical factors, such as price momentum encouraged by trend following, dominates the market. Fundamental analysis is inherently subject to the risk of not having identified all the relevant economic factors, and, in the case of Archon, this risk is exacerbated by the difficulty of even being aware of all relevant idiosyncratic factors.

Fundamental analysis is also inherently subject to the unpredictable duration of periods during which market prices and “true value” as determined by such analysis will change. Archon could be entirely correct in its analysis of the idiosyncratic factors affecting the price of a stock, but the market will possibly not reflect “true value” during the period that Archon determines a position in such stock can be held.

Lack of Diversification. Archon intends to manage the Funds in accordance with their investment objectives. The Funds will not be diversified among a wide range of types of securities, countries or industry sectors and the Funds’ portfolio and risk could become concentrated. Accordingly, the Funds' portfolios are subject to more rapid change in value than would be the case if Archon were required to maintain a wider diversification among types of securities, geographic areas and industry sectors. In addition, it is possible that investments could become concentrated in a limited number or one or more types of financial instruments. This concentration could expose the Fund to losses greater than those experienced by a diversified portfolio. Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets, or financial resources.

Leverage. The Funds’ governing documents authorize Archon, in Archon’s sole discretion, to leverage the Funds’ investment positions by borrowing funds from securities brokerdealers, banks or others, and Archon frequently employs leverage on behalf of the Fund as part of the Fund’s investment strategy. The use of leverage can increase the possibilities for profit and the risk of loss. The amount of leverage that a Fund has outstanding at any time has previously, and will likely in the future, be large relative to its capital. Consequently, the level of interest rates, generally, and the rates at which a Fund can borrow, in particular, will affect the operating results of such Fund.

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Archon's clients consist of the Funds, which are pooled investment vehicles operating as private investment funds. The Funds are not registered or required to be registered under the Investment Company Act of 1940, as amended (“Investment Company Act”), are not made available to the general public, the Funds’ securities are not registered or required to be registered under the Securities Act of 1933, as amended (“Securities Act”), and Fund interests are privately placed to qualified Investors in the United States and elsewhere. As further described in a Fund’s offering memorandum, Investors in the Funds are generally required to meet certain eligibility criteria to be able to invest, including being an “Accredited Investor,” within the meaning of Regulation D under the Securities Act, a “Qualified Client” in accordance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and with respect to certain Funds, a “Qualified Purchaser” as defined in Section 2(a)(51) of the Investment Company Act. The initial and additional subscription minimums for Investors are disclosed in the Funds' offering memoranda. Investors in the Funds include high net worth individuals, fund of funds, private funds, family offices, pension plans, IRAs, trusts, foundations, endowments corporations and other business entities.

Archon receives a performance-based allocation from the Funds based on a portion of the Fund’s net profits (if applicable) (the “Incentive Allocation”). On the last day of the calendar year (or at the time of a withdrawal at a time other than calendar year end), the general partner is allocated 20% of the net profits (both realized and unrealized) allocated to each Investor during the preceding calendar year (or through the applicable withdrawal date). Once made, an Incentive Allocation will not be subject to reversal if there is a subsequent loss. The Incentive Allocation is subject to a loss carryforward provision. The loss carryforward adjustment is intended to ensure that the general partner receives an Incentive Allocation from an Investor only to the extent net profits allocated to that Investor exceed net losses previously allocated to that Investor (adjusted for withdrawals and additional capital contributions) which have not been recovered. If an Investor makes a withdrawal or receives a distribution at a time when he or she has unrecovered losses, those unrecovered losses will be reduced in proportion to the withdrawal. As mentioned in Item 5 above, Archon is permitted to agree with any Investor to apply a different performance-based allocation. In this regard, Archon has waived the Incentive Allocation applicable to certain Investors, such as employees and their related parties (e.g., employee spouses and trusts or other investment vehicles for the benefit of employees and their family members). Furthermore, certain employees of Archon are eligible to be allocated a portion of the Incentive Allocation as part of their compensation.

Such performance-based compensation has the potential to create an incentive for Archon to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, Archon’s

investment personnel are typically compensated on a basis that includes a performancebased component.

Because Archon manages more than one Fund on a side-by-side basis, the potential exists for one Fund to be treated differently from another Fund. However, the Funds are currently managed on a pari passu basis and generally participate in investment opportunities pro rata (based on asset size), except in certain limited circumstances (e.g., due to legal, regulatory or tax considerations or restrictions, limited availability of a specific security, purchases or sales of securities made to rebalance Fund portfolios or level position exposures between Funds, etc.). Any allocations not made on a pro rata basis are reviewed by Archon’s CCO.

Archon allocates investment opportunities which satisfy the investment parameters of more than one Fund in accordance with the applicable governing documents and taking into consideration certain factors as determined in Archon’s sole discretion. Archon’s procedures are designed to ensure that all investment decisions are made in accordance with Archon’s fiduciary duties to its Funds and without consideration of Archon’s (or its employees’) pecuniary interest.

In addition, Archon is prohibited from basing an investment allocation decision on any of the following, or similar, reasons: (i) to generate higher fees paid by one Fund over another, or to produce greater fees to Archon; (ii) to develop a relationship with an existing or prospective Investor; (iii) to compensate Investors for past services or benefits rendered to Archon or any employee; or (iv) to induce future services or benefits to be rendered to Archon or any employee.

Archon is not actively engaged in a business other than giving investment advice to the Funds. Neither Archon nor any of its management persons is registered or has an application pending to register as a broker-dealer, futures commission merchant, commodity pool operator, commodity-trading adviser or associated person of the foregoing, and Archon does not anticipate such affiliations in the future.

Archon has no arrangements with a related person who is a broker-dealer, investment company, other investment adviser or financial planner, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer or an entity that creates or packages limited partnerships that are material to its advisory business or to its Funds. Archon has and will continue to develop relationships with professionals who provide services it does not provide, including legal, accounting, audit, custody, administration, banking, tax preparation, insurance, brokerage and other personal services.

From time to time, Archon receives training, information, promotional material, meals, event tickets, entertainment or gifts from service providers and others with whom it does business or to whom it makes referrals. At no time will Archon accept any benefits, gifts, entertainment or other arrangements that are conditioned on directing Fund transactions to a specific security, product or provider. Similarly, Archon employees occasionally speak at or attend conferences and programs for potential investors interested in investing in hedge funds and other events that are sponsored by the Fund’s prime brokers. Through such capital introduction events, prospective investors have the opportunity to meet with Archon.

Neither Archon nor the Fund compensates the prime brokers for investments ultimately made by prospective investors attending such events other than registration, sponsorship, membership or other similar fees paid to attend such events.

Trading

Archon has adopted a Code of Ethics that obligates all partners, officers, members and employees (collectively, “Covered Persons”) to comply with all applicable federal securities laws, to put the interests of Archon’s Funds and Clients before their own personal interests, and to act honestly and fairly in all respects in their dealings with the Funds and Investors. The Code of Ethics includes provisions relating to the confidentiality of Investor information, a prohibition on insider trading, restrictions on the acceptance of significant gifts, the reporting of certain gifts and business entertainment items, restrictions on engaging in outside business activities, procedures related to the use of expert networks and research consultants and personal securities trading procedures, among other things. All Covered Persons at Archon must acknowledge the terms of the Code of Ethics upon hire, annually or when amended. Investors or prospective investors can request a copy of Archon's Code of Ethics by contacting Archon’s Chief Operating Officer & Chief Compliance Officer, Demetrios Christofilis, at (206) 436-3600 or by emailing info@archoncap.com.

Archon and its Covered Persons are permitted, within certain limits, to give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of Archon. Archon has adopted policies and procedures governing gifts and business entertainment, which includes disclosure of gifts and business entertainment in excess of certain de minimis thresholds and preclearance by the Chief Compliance Officer prior to giving/receiving gifts above a certain de minimis threshold. Archon, its Covered Persons and/or its related persons, in the course of their investment management and other activities, come into possession of confidential or material nonpublic information about issuers, including issuers in which Archon or its related persons have invested or seek to invest on behalf of the Funds. Archon is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. Archon maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information, to ensure that Archon is meeting its obligations to the Funds and remains in compliance with applicable law. In certain circumstances, Archon possesses certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security. Archon is prohibited from communicating such information to the Funds or Investors or using such information for the Funds' benefit. In such circumstances, Archon will have no responsibility or liability to the Funds for not disclosing such information to the Funds (or the fact that Archon possesses such information), or not using such information for the

Funds' benefit, as a result of following Archon’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law.

There exists a potential for a conflict of interest any time a Covered Person trades a security for his or her personal account. To mitigate this potential conflict, Archon’s Code of Ethics generally prohibits all Covered Persons from purchasing or selling individual public equities except for large cap equities. Although there are certain exceptions to this general rule all purchases and sales of any individual equities can only be made with the prior written approval of the Chief Compliance Officer.

Archon restricts Covered Persons from trading in certain individual public equities, and requires pre-approval for all individual equity trades, because such transactions present a potential conflict because of the information Archon has, and because a Covered Person is in a position to trade in a manner that could adversely affect the Funds (e.g., place its own trades before or after Fund trades are executed in order to benefit from any price movements due to the Funds' trades). In addition to affecting such Covered Person's objectivity, such practices have the potential to harm the Funds by adversely affecting the price at which the Funds' trades are executed.

Archon’s Code of Ethics permits a Covered Person to purchase or sell certain securities and interests in private or limited placements, upon receipt of written clearance from the Chief Compliance Officer prior to the transaction. Covered Persons are permitted to purchase and sell certain securities such as open-ended mutual funds, ETFs, fixed income securities, crypto, commodities and money markets or similar instruments, without pre-clearance from the Chief Compliance Officer, as these don’t present a potential conflict to Archon’s trading on behalf of the Funds. In addition, all Covered Persons are required to report to the Chief Compliance Officer all such transactions on an annual basis. With respect to transactions in securities in private or limited placements, Archon's Chief Compliance Officer considers, among other factors, whether there is a conflict between such investment and the investment strategies pursued by the Funds, whether the investment opportunity should be reserved for the Funds and whether the investment opportunity is being offered to the person by virtue of the Covered Person’s position with Archon. A Covered Person who has acquired a beneficial interest in securities in a limited or private offering must notify the Chief Compliance Officer if, later, he or she is to participate in consideration of an investment by the Funds in the securities of the same issuer. In such circumstances, a decision to acquire securities of that issuer for the Funds must be reviewed independently by an officer, member or employee of Archon with no personal interest in that issuer prior to placing an order. If no such employee exists, the transaction will not be affected for the Funds.

All Covered Persons are required to provide quarterly transaction reports and to disclose their holdings in all brokerage accounts upon commencement of employment with Archon and annually thereafter. Trading in employee’s covered accounts is reviewed by the Chief Compliance Officer on a quarterly basis. The Chief Operating Officer monitors the Chief Compliance Officer's personal securities transactions.

Involvement in an outside business activity could conflict with Archon or its Funds’ interests. Accordingly, Archon’s Code of Ethics requires Covered Persons to notify the Chief Compliance Officer of any potential outside business activities and to confirm any such activities on an annual basis. In addition, no employee is permitted to serve as a director of a publicly held company without prior approval by Archon's Chief Compliance Officer (or another employee, if the Chief Compliance Officer is the proposed board member) based upon a determination that service as a director would be in the best interests of any Fund. In the rare instance in which such service is authorized or requested, employees serving as directors will be isolated from other employees who are involved in making decisions as to the securities of that company.

Except for the circumstances described herein, Archon and its Covered Persons do not recommend to Funds, or buy or sell for Funds, securities in which Archon or its Covered Persons have a material financial interest.

Archon uses, and will in the future use, additional expert networks or forums and other paid and unpaid consultants as part of its research process. The Code of Ethics sets out procedures for engaging expert networks, forums and consultants that are intended to prevent violations of Archon’s insider trading policies. These procedures include obtaining approval by the Chief Compliance Officer prior to engaging an expert network or forum as well as certain requirements surrounding calls with any experts or consultants. Such procedures are intended to both minimize the risk that Archon is exposed to material, nonpublic information and to avoid even the appearance of impropriety when Archon communicates with an expert network or consultant. Archon and its Covered Persons invest in the Funds and, in the aggregate, have material investments in a Fund. Such investments pose a risk that Archon or Covered Persons who are in a position to control the allocation of investment opportunities to the Funds will favor those accounts in which Archon and its Covered Persons invest. Archon seeks to mitigate this risk by having the Funds’ generally trade pari passu, except in limited circumstances as described in Item 12 of this Brochure and maintaining policies and procedures that require a fair allocation of investments among all accounts. In addition, Archon and its Covered Persons have access to information that is not available to other Investors in the Funds. In certain limited circumstances, Archon is permitted to effect cross transactions between the Funds. Cross transactions enable Archon to affect a trade between two Funds for the same security at a set price, thereby possibly saving commission costs for both accounts and avoiding an unfavorable price movement that can be created through entrance into the market. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals/redemptions or contributions/subscriptions or other market movements have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. Such transactions, if not effected in the market, will be made at the market rate for similar transactions using an independent pricing mechanism, such as the last sales price on the exchange where the security is principally traded. Transactions will

be affected at market price for no consideration other than cash payment against prompt delivery of the relevant security and the commission charges described below.

Archon has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions, including with respect to a decision to enter into such transactions and with respect to valuation, pricing and other terms. Funds will pay commission charges on cross trades made in connection with rebalancing transactions, although Archon generally expects commission charges per share for rebalancing cross trades will be lower than those for Archon’s other trades. Cross transactions between Funds are not permitted if they constitute principal trades or trades for which Archon or its affiliates are compensated as a broker. In addition, cross transactions are not permitted for benefit plan or other similar accounts that are subject to ERISA.

Archon considers a number of factors in selecting broker-dealers to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include, among others, a broker-dealers capabilities, the execution price and commission, its relevant expertise in particular securities, markets or trades (e.g., its ability to effectuate block trades or trade anonymously), its familiarity with the techniques and practices employed by Archon, the quality and strength of the research and analytic services provided, the reputation, responsiveness, financial strength, stability, and creditworthiness of a broker-dealer, the size and type of transaction, its clearing and settlement capabilities, the difficulty of execution and the ability to handle difficult trades, custodial and other services provided for the enhancement of Archon’s portfolio management capabilities, efficiency of execution and error resolution and offering to Archon on-line access to computerized data regarding a Fund’s accounts. In selecting a brokerdealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, Archon need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Archon's practice to negotiate “execution only” commission rates, thus a Fund will be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. Archon’s Best Execution and Soft Dollar Committee meets at least semi-annually to evaluate the broker-dealers used by Archon to execute Fund trades using the foregoing factors.

Archon receives research or other products or services other than execution from brokerdealers in connection with securities transactions. This is known as a “soft dollar” relationship. Archon will limit the use of “soft dollars” to obtain research and brokerage to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) include, but are not limited to: research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives;

consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. In the case of research, both proprietary research (created or developed by the broker-dealer) and research created or developed by a third party is permitted to be purchased with soft dollars. Brokerage services within Section 28(e) include, but are not limited to: services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. When Archon uses commissions to obtain Section 28(e) eligible research and brokerage products and services, Archon’s Best Execution and Soft Dollar Committee meets at least semi-annually to review and evaluate its soft dollar practices and to determine in good faith whether, with respect to any research or other products or services received from a brokerdealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or Archon’s overall responsibilities to the accounts or portfolios over which Archon exercises investment discretion. The use of commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, Archon will not have to pay for the products and services itself. This creates an incentive for Archon to select or recommend a broker-dealer based on its interest in receiving those products and services. As mentioned above, Archon seeks to mitigate this potential conflict through its Best Execution and Soft Dollar Committee.

Research and brokerage services obtained by the use of commissions arising from a Fund's portfolio transactions will be used by Archon in its other investment activities, including for the benefit of other Funds. However, because the Funds are managed on a pari passu basis, each Fund generally benefits from soft dollars proportionately to the soft dollar credits it generates.

As a result of Fund brokerage commissions (or markups or markdowns), Archon and/or its related persons acquire research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants' advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); certain proxy services; trading software; software that provides trade analytics and trading strategies; software used to transmit orders, clearance and settlement in connection with a

trade; electronic communication of allocation instructions; and post trade matching of trade information.

Archon participates in “client commission arrangements” pursuant to which Archon executes transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to Archon. Archon excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretations.

In some instances, Archon obtains a product or service that is used, in part, by Archon for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, Archon will make a good faith effort to determine the relative proportion of the product or service used to assist Archon in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made based on the actual use of the product or service by Archon’s personnel. The proportion of the product or service attributable to assisting Archon in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Fund transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Archon from its own resources. In such mixed-use circumstances, Archon will make a reasonable allocation of the cost to be paid with soft dollars and will document such determination. The determination of the appropriate allocation of “mixed use” products and services create a potential conflict of interest between Archon and the Funds, and the allocation decision related to any “mixed use” products often depends on inherently subjective determinations.

From time to time, Archon participates in capital introduction programs arranged by brokerdealers, including firms that serve as prime brokers to the Funds or recommend the Funds as an investment to potential investors. Archon will place Fund portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if Archon determines that it is otherwise consistent with seeking best execution. In no event will Archon select a broker-dealer as a means of remuneration for recommending Archon or any other product managed by Archon (or an affiliate) or affording Archon with the opportunity to participate in capital introduction programs.

The Funds often purchase or sell the same securities on an aggregated basis when consistent with Archon’s obligation of best execution. In such circumstances, the Funds participating in the trade will share commission costs proportionately and receive securities at a total average price. Archon will retain records of the trade order (specifying each participating Fund) and its allocation. Orders will generally be allocated on a pro rata basis, unless a transaction is to rebalance Fund exposures or legal, regulatory, tax or investment considerations or restrictions otherwise require, and subject to minimum share order quantities and other appropriate factors such as the leveling of accounts, client tax profiles and the timing of capital flows.

Archon currently does not recommend, request or require that a client direct Archon to execute transactions through a specified broker-dealer, nor does Archon permit clients to direct Archon to transact with a specific broker.

Archon seeks to exercise care in making and implementing investment decisions on behalf of the Funds. Archon seeks to avoid trade errors by requiring any employee submitting a trade to double check the terms prior to its submission for execution. In addition, the funds’ administrator and the Firm’s CFO reconcile positions on a daily basis, in part, to seek to detect trade errors. However, occasionally trade errors do occur. The identification of trade errors and the proper method for resolving them can sometimes be complicated and will by necessity be dependent on the specific facts and circumstances. Accordingly, trade errors will be resolved on a case-by-case basis, taking into account the particular circumstances of the situation.

When a trade error is discovered the employee who identifies the error must promptly notify the Firm’s Chief Compliance Officer. In addition, following the occurrence of a trade error, Archon reviews the relevant facts and circumstances to determine an appropriate course of action. In the event that a Fund incurs a trade error as a result of Archon’s gross negligence, fraud, willful misconduct or violation of the standard of care that is applicable to the Fund, Archon will reimburse the Fund. Trade errors that do not result from Archon’s gross negligence, fraud, willful misconduct or violation of the standard of care that is applicable to the Fund are borne by the Fund. Archon will document any trade errors and the applicable resolution and will not use one Fund to correct a trade error in another Fund and will not use soft dollar credits or other arrangements to compensate a broker-dealer for absorbing the cost of Archon’s trade error. Investors and potential investors in the Funds should refer to a Fund’s offering memorandum for further discussion of Archon’s brokerage practices with respect to its management of the Funds and Archon’s trade error policy.

Archon does not receive any monetary compensation or other economic benefit from a nonclient for Archon’s provision of investment advisory services to a Client other than the research, products and services it receives from broker-dealers within Section 28(e). Please refer to Item 12 for a more detailed description of Archon’s soft dollar relationships and its policies for mitigating the conflicts associated with such relationships. Archon has paid, and is permitted in the future to pay, a third-party placement agent to place securities of the Funds with certain Investors. Any placement agent will be a registered broker-dealer in good standing with FINRA and Archon will comply with the requirements of the SEC’s Rule 206(4)-1 (the Marketing Rule) with respect to any placement agent it engages. As compensation for its services, the placement agent receives a portion of the Management Fee and incentive allocation paid to Archon by Investors placed by such placement agent in the Funds. Archon compensates the placement agent out of its fees and Investors do not pay the placement agent for its services.

Archon and its Covered Persons (defined below) have not had any legal or disciplinary events that require disclosure under Item 9.

Each Fund is reviewed by Constantinos Christofilis, Archon's Portfolio Manager, on an ongoing basis to verify prior trading and to determine whether securities positions should be maintained in view of current market conditions. Matters generally reviewed include specific securities held, adherence to investment guidelines and the performance of each Fund. Trades are also reviewed on a daily basis by the Chief Financial Officer and on a periodic basis by the Chief Compliance Officer.

Investors receive reports from the Fund pursuant to the terms of each Fund’s offering memorandum. Such reports include a report of the final net asset value and/or capital account statement for the prior completed calendar month, net of all fees and expenses, from the third-party administrator within thirty (30) calendar days after the end of such calendar month. On a quarterly basis, Archon provides Investors with a quarterly letter and annually, within 120 days after the end of each fiscal year, Investors receive an annual report

containing audited financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). Finally, Archon provides Investors (other than Investors in the Offshore Fund) with annual tax information necessary for the completion of tax returns (i.e., a K-1).

In addition to the information made available to all Investors in a Fund, from time to time, Archon conducts periodic meetings or teleconferences with, or may provide written reports or information to, certain prospective and existing Investors in the Funds to discuss additional information that is not provided to all Investors. Such additional information includes, without limitation, additional detail on the information provided to all Investors, assets under management, withdrawals, current positions in a Fund’s portfolio and Archon's investment outlook for the Funds’ portfolios. The fact that Archon provides such information upon request to one or more Investors does not obligate Archon to affirmatively provide such information to all Investors. As a result, certain Investors will have more information about a Fund than other Investors, and Archon has no duty to, and does not intend to, ensure all Investors seek, obtain or possess the same information regarding a Fund and its investments.

Archon is deemed to have custody of the assets of the Funds by virtue of the general partner’s ability to deduct fees from Fund Investor accounts. Archon complies with Rule 206(4)-2 under the Investment Advisers Act (the "Custody Rule") by electing to undergo an annual GAAP financial statement by a Public Company Accounting Oversight Board registered auditing firm, copies of which are delivered to underlying Fund Investors within 120 days of year end. Investors in the Funds should carefully review such financial statements.

Archon does not accept physical possession of client money or securities; capital is directly deposited in, or wired to, the Fund’s custodial account. The firm receives monthly statements from all of its custodians on behalf of the Funds. For more information on Archon’s custodians, see the firm’s Form ADV Part 1, Schedule D, 7.B.(1).

Archon provides investment advisory services on a discretionary basis to the Funds. Prior to assuming full discretion in managing a Fund’s assets, Archon enters into an investment management agreement or other agreement that sets forth the scope of Archon’s discretion. Archon has the authority to determine (i) the securities to be purchased and sold for the Funds (subject to restrictions on their activities set forth in the applicable investment management agreement and offering memorandum and any written investment guidelines contained in those documents) and (ii) the amount of securities to be purchased or sold for the Funds. The Portfolio Manager is responsible for approving all trades. Archon has in the past entered, and may in the future, enter into agreements (sometimes referred to as "side letters") with certain prospective or existing Investors in the Funds whereby such Investors are subject to terms and conditions that are more advantageous than those set forth in the offering memorandum of a Fund. For example, such terms and conditions provide for special rights to make future investments in a Fund, other investment entities or managed accounts; special liquidity rights due to regulatory or similar requirements (e.g., Bank Holding Company Act or ERISA ownership limitations) relating to frequency or notice; a reduction or rebate in fees to be paid by an Investor and/or other terms; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other Investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as negotiated by Archon and such Investor. The modifications are determined in Archon’s sole discretion but are generally based on the size and/or timing of the Investor’s investment in a Fund, the strategic nature of a particular Investor, an agreement by an Investor to maintain such investment in a Fund for a significant period of time, or other similar commitment by an investor to a Fund.

Archon may provide certain Investors or prospective Investors with the opportunity to coinvest in certain investments. Co-investment opportunities will not be available to all of Archon’s Investors and participation in such opportunities will be limited to a select number of participants based on Archon’s consideration of a number of factors, including but not limited to: (i) whether the potential co-investor has expressed an interest in participating in co-investment opportunities; (ii) Archon’s evaluation of the potential co-investor’s size, financial resources and risk profile; (iii) the ability of the potential co-investor to expeditiously participate in the investment opportunity; (iv) whether Archon believes that allocating the investment opportunity to a potential co-investor will help establish, recognize or strengthen relationships that may provide indirectly longer-term benefits to current or future clients or to Archon; and (v) such other factors deemed relevant by Archon.

Archon has responsibility for voting proxies for the Funds’ portfolio securities consistent with the best interests of the Funds. Archon maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting. Archon’s policy and practice includes monitoring corporate actions, receiving and voting proxies and disclosing any potential conflicts of interest as well as to make information available about how proxies are voted with respect to the Funds’ portfolio securities. Voting Guidelines: (a)

In the absence of specific voting guidelines, Archon will vote proxies in the best interests of each particular Fund. Archon’s policy is to vote all proxies from a specific issuer the same way for each Fund absent qualifying restrictions from a Fund; (b) Archon will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors, absent conflicts of interest raised by an auditor’s non-audit services; (c) Archon will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights; and (d) In reviewing proposals, Archon will further consider the opinion of management, the effect on management, and the effect on shareholder value and the issuer's business practices.

Archon will identify any conflicts that exist between its interests and the interests of the Funds by reviewing its relationship with the issuer of each security to determine if it or any of its employees has any financial, business or personal relationship with the issuer. If a material conflict of interest exists, Archon will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the Funds or whether some other action is appropriate to be taken under the circumstances. Although Archon believes its interests are generally aligned with its Clients’ interests, Archon does maintain policies to address any material conflict of interest that arises with respect to a proxy. Archon’s policies require it to address any such material conflict by voting in accordance with its established proxy objectives, engaging a third-party to determine how to vote the relevant proxy or employ an alternative method it deems appropriate under the circumstances and given the nature of the conflict. Archon may also elect to abstain from voting in certain circumstances, including (i) where an investment is considered short term, (ii) an investment is no longer held in the portfolio, (iii) a Fund’s economic interest in the proposal is insignificant or the value of the portfolio holding is insignificant relative to the Fund’s overall portfolio, (iv) the cost of voting on a proposal would likely exceed the value of any anticipated benefits of approving or defeating the proposal, (v) the timing of receipt and/or the mechanics of voting make it impracticable to vote, or (vi) if it does not have voting discretion on securities it has lent. In general, Investors cannot request that Archon vote in a particular way on any specific proposal.

Archon has retained Broadridge Financial Solutions, Inc. (“Broadridge”), a proxy service firm, to assist in its proxy voting and proxy management. Broadridge retains all proxy voting records in accordance with Advisers Act Rule 206(4)-6.

Investors can obtain a copy of Archon’s complete proxy voting policies and procedures upon request. Investors can also obtain information from Demetrios Christofilis, Chief Operating Officer & Chief Compliance Officer at (206) 436-3600 or info@archoncap.com about how Archon voted proxies on behalf of the Funds.

Registered investment advisers are required in this Item 18 to provide certain financial information or disclosures about their financial condition. Archon does not require prepayment of more than $1,200 in fees per Fund six months or more in advance, and thus is not required to provide a copy of a balance sheet for the most recent fiscal year. Additionally, Archon has no financial condition that impairs its ability to meet contractual and fiduciary commitments to investors and has not been the subject of a bankruptcy petition.