Introduction LionCap is a Delaware limited liability company founded in 2019 and based in Miami, Florida. LionCap is owned 51% by Swiss Capital Advisors LLC, a company that is wholly owned by German Chaparro and 49% is owned by Philip Carey. LionCap provides investment management services to individuals, high-net-worth individuals (“HNWIs”), their families and retirement plans, corporations, trusts, foundations, and business entities. As of December 31, 2023, we manage discretionary assets of approximately USD $222,059,916 and assets under advisement of $55,878,680. Our Services Separately Managed Accounts LionCap provides investment advice on a discretionary and non-discretionary basis in accordance with each client’s investment objectives, strategies and risk profile as described by each client and approved by LionCap. Discretionary or non-discretionary clients in a separately managed account choose one or more of the following strategies offered by LionCap: 1. Conservative; 2. Balanced; 3. Growth Discretionary separately managed account clients will grant a limited power of attorney to LionCap, solely with investment power over the account. This power includes the right to manage client portfolios and effect, on a discretionary basis, transactions in securities, currencies or precious metals, mutual funds, hedge funds, time deposits and bank deposits, as well as the right to carry out any steps of administrative procedures necessary to the performance of these transactions. Where appropriate, we also invest in alternative investments and utilize hedging strategies including options and short sales strategies. LionCap may initiate forward foreign exchange transactions, provided they serve to hedge an existing investment and if such activity does not subject LionCap to having to register with the National Futures Association under the Commodity Exchange Act as a Commodity Trading Adviser. Under a non-discretionary mandate, we interact with the client and, at the client’s request, discuss and provide views, advice and recommendations concerning securities, currencies, financial market trends and related investment options, strategies and opportunities. We provide the client with advice and recommendations that are appropriate for it and its investment objectives but are required to obtain the client’s approval prior to placing any transactions. There is no account minimum. However, LionCap recommends a minimum investment amount of $1m to provide for proper diversification. Fees are negotiable.
Separately managed account client servicing includes the following steps:
• Investment and Risk Profile: Client’s short-term and long-term needs, familiarity with capital market history and expectations.
• Agreed Investment Objective: Propose appropriate investment strategy to be constructed and managed.
• Examine current and projected financial, economic and social conditions: short-term and intermediate term expected conditions to use in constructing a specific portfolio.
• Implement the plan by constructing the portfolio and provide non-discretionary investment management advice or, in the exercise of discretion, trade the portfolio: Meet client needs at minimum risk levels.
• Feedback: Monitor and update investor needs, environmental conditions, evaluate portfolio performance. Tailored Relationships We tailor advisory services to the individual needs of our clients. Client objectives are documented in the Investment Management Agreement (“IMA”) as amended from time to time. Clients are allowed to impose restrictions or guidelines on the investments in their account. We accept any reasonable limitation or restriction by the client to the extent that these restrictions do not impair our ability to effectively manage an account. Wrap Fee Programs We do not sponsor or manage a Wrap Fee Program, we will where appropriate use a third party sponsored wrap account to manage the client’s portfolio. or manage client assets via Wrap Fee programs. Retirement Accounts (For U.S. Clients) When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title 1 of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under the Rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, investments;
• Have in place policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Provide you with basic information about conflicts of interest. Retirement Account Rollovers (For U.S. Clients) We offer recommendations and advice concerning employer retirement plan or other qualified retirement accounts. Our recommendations may generally include that the client consider withdrawing the assets from his/her employer's retirement plan or other qualified retirement

account and roll the Assets over to an Individual Retirement Accounts (“IRA”) or other qualified investment vehicle. If a client elects to roll the assets to an IRA that is subject to our management, we will charge an asset- based fee as described above under Item 5 below. This poses a conflict of interest because we have an incentive to recommend a rollover for the purpose of generating compensation rather than solely based on the client’s needs. As a fiduciary, we are required to always act in the client’s best interests. Clients are under no obligation, contractually or otherwise, to rollover their retirement assets, or to have their assets rolled into an IRA managed by us. It is important for clients to understand that many employer retirement plan sponsors permit former employees to keep their retirement assets in their company plan, even after the employee terminates their employment with the company or retires. In determining whether to rollover employment retirement plan assets to an IRA or other investments vehicle, clients should consider the costs and benefits of each option. Employees will typically have the following options: 1. Leave the funds in the employer's (or former employer's) plan. 2. Move the funds to the new employer's retirement plan. 3. Withdraw the funds from the plan, which results in a taxable distribution and a taxable event. 4. Rollover the funds into an IRA rollover account. Before making any changes to their plan, we encourage clients to carefully consider any tax implications with their accountant or tax advisor. Below are some general 401K Plan features and differences versus an IRA that clients should take into account:
• Although employer retirement plans may have a more limited investment menu than the investment options available in an IRA, the plan may also have unique investment options not available to the public, such as the opportunity to invest in the employer’s securities if the employer is a publicly traded company.
• The employer retirement plan may offer financial advice, guidance, and/or model management or portfolio options at no additional cost, or at a fee which may be lower than our advisory fee.
• Clients should understand the various investments available in an IRA and the costs.
• In some cases, the employer retirement plan may allow participants to hire us as manager and keep the assets titled in the plan’s name.
• Clients interested in investing only in mutual funds should understand the cost structure of the share classes available in the employer's retirement plan and how the costs of those share classes compare with those available in an IRA.
• It may be possible to take out a loan on 401k Plan assets. This option is not available for IRAs.
• It may be possible to delay taking 401k Plan or retirement account minimum distributions beyond age 72.
• A 401k Plan may offer more liability protection than a rollover IRA. Although IRA assets are generally protected from creditors in bankruptcies, it depends on state law and there can be some exceptions to the general rules.
• IRA distributions are subject to ordinary income tax and may also be subject to a 10% early distribution tax penalty unless they qualify for an exception. There are certain exceptions available based on age, disability, or if the assets are used to pay for higher education expenses or to purchase a home. It is important that clients understand the differences and options available as well as the cost and tax implications to be able to decide whether an IRA rollover is appropriate. Consulting, Financial Planning, Reporting, and Special Projects Clients may engage LionCap for consulting, financial planning, reporting and special projects. These services may include family office services, including consolidation and reporting for a client’s whole wealth, not including assets managed by LionCap. Adviser to Special Purpose Vehicle LionCap serves as the investment adviser and managing member to a Cayman Island Special Purpose Vehicle (“SPV”). LionCap provides the SPV with portfolio management and administrative services. SPV offerings are unregistered securities and the SPV’s interests are not registered under the Securities Act of 1933 (“Securities Act”) or the Investment Company Act of 1940. The SPV is offered under Regulation S of the Securities Act and is only available to Accredited Investors who are Qualified Purchasers and meet certain net worth and suitability requirements. SPV investors will receive Preferred Shares interests. LionCap’s compensation consists of Ordinary Shares and reimbursement of certain expenses, such legal, tax and audit fees. Ordinary Shareholders are subordinate to Preferred Shareholders. LionCap is the only Ordinary Shareholder. As an Ordinary Share holder, LionCap and LionCap management and staff participating in the SPV will receive a cumulative dividend of 2.00% p.a. of the total amount of the initial investment of all Preferred Shareholders, payable semiannually in arrears. The receipt of compensation poses a conflict of interest, in that LionCap and LionCap management and staff have an incentive to recommend the investment in the SPV in order to receive additional compensation. LionCap manages this risk through disclosure, so that clients can make an informed decision and through policies that require it to act in the client’s best interest.