Off the Chain Capital, LLC

Off the Chain Capital, LLC (“Off the Chain” or the “Adviser”) is a Delaware limited liability company and was organized on December 9, 2016 and became an investment adviser registered with the Securities and Exchange Commission on March 15, 2021. The principal owner of Off the Chain is Brian Estes. There are additional owners with interests less than 25%, as disclosed on Schedule A of Form ADV Part 1A.

Off the Chain provides investment advisory services to pooled investment vehicles (the “Client,” “Fund” or “Funds”). Currently, Off the Chain advises two private funds - Off the Chain, LP (“OTC LP”) and OTC Liquid, LTD (“OTC Liquid”). OTC LP originally was comprised of proprietary capital and now includes third party investors. OTC Liquid, a Cayman Islands exempted company, invests, and is expected to continue to invest, substantially all of its assets in OTC LP. Overall responsibility for managing the business and affairs for OTC Liquid is vested with OTC Liquid’s Board of Directors (the “Board”). The Board has delegated the investment and trading authority for OTC Liquid to the Adviser. It has also delegated certain administrative and accounting functions to a third-party fund administrator.

Off the Chain’s objective is to generate positive mid- to long-term investment returns by investing in a concentrated portfolio of assets that include without limitation, digital assets, private investment trusts, secured and unsecured bankruptcy claims, public and private equity securities, utility tokens, security tokens, cryptocurrencies, open-end funds, closed-end funds, index funds, exchange trade funds, simple agreements for future tokens (an agreement for the eventual transfer of tokens from cryptocurrency developers to investors), simple agreements for future equity, initial coin offerings, insurance claims, private investment contracts with blockchain foundations, option contracts, bitcoin and commodity futures contracts, short-term fixed income securities and instruments, gold, and digital asset mining hashpower contracts. That said, the majority of assets in the fund generally are blockchain-related assets, which include digital assets, utility tokens, security tokens, private investment trusts, closed-end funds, simple agreements for future tokens, simple agreements for future equity, bitcoin bankruptcy claims, and policy and private equity securities. Some assets will be in seed investments in cryptocurrencies before their initial coin offerings and will be in private transactions, cryptocurrency and/or securities, or via wallets for the specific blockchain technology being developed. The investments generally are restricted, which means they will not be freely transferable and are illiquid. Additionally, the investments often are and will be difficult to value. Off the Chain’s investment program is speculative and entails substantial risks. Please see Item 8 of this Brochure for more information on risks. Off the Chain’s investment decisions and advice with respect to the Funds are subject to the Funds’ investment objectives and guidelines, as set forth in its respective offering documents which include each Fund’s organizational documents, subscription agreements, and a private placement memorandum (the “Governing Documents”). Off the Chain, per the Funds’ Governing Documents, has broad authority to manage the affairs of

the Funds. This authority generally includes the authority to vary investment objectives and/or strategies; establish valuation methods and provide valuations for accounting and financial purposes; accept or reject investors into the Funds; make investment decisions; limit aggregate capital contributions and/or suspend offerings; enter into agreements; and more.

Investors generally may not impose additional or other restrictions on the Funds or to Off the Chain. As of December 31, 2025, Off the Chain manages $320,992,423 on a discretionary basis. Off the Chain does not manage any assets on a non-discretionary basis.

For investor reporting and fee calculations, Off the Chain generally discounts the net asset value. The investments made by Off the Chain on behalf of the Funds generally have a liquidity restriction. The investments also have a difference between the purchase price and the fair market value. To determine the net asset value of the Funds, the difference between the purchase price and the fair market value is allocated monthly to the net asset value in proportion to the total expected length of time until the investment is unrestricted.

In addition to its investment advisory services to the Funds, Off the Chain provides a non- advisory consulting service to consulting clients and for which there are no additional regulatory assets under management (“Off the Chain Consulting”). The consulting services are performed pursuant to a written engagement between a consulting client and Off the Chain Consulting. Consulting services are available to large institutions that desire further perspective on digital assets. Off the Chain Consulting seeks to provide consulting services based on each consulting client’s individual goals and seeks to provide each consulting client with information such that the client can understand the manner in which digital assets can be included within a diversified portfolio.

In accordance with common industry practice, the general partner of OTC LP and the Adviser to OTC Liquid have the authority to enter into “side letters” or side agreements with certain investors in the Funds whereby either the general partner (an affiliate of Off the Chain) or the Adviser can grant individual investors specific rights, benefits, or privileges not set forth in each Funds’ Governing Documents, including economic benefits. Such investor specific rights, benefits or privileges generally are not applicable to all investors and therefore are not made available to all investors generally.

Fund Governing Documents set forth the fees and expense structures associated with each Fund, and investors should consult the Governing Documents of the respective Fund for further information on fees and expenses and ask any follow up questions before investing. Overall, Off the Chain receives compensation from management fees, carried interest allocations and potential expense reimbursements. Fees can be subject to negotiation, resulting in investors and/or strategic partners having different fee terms, and employees and general partner members generally do not pay management or incentive allocations, all at the discretion of Off the Chain,

generally with terms established by Fund closing and subscription. (Please see Item 6 below for information on performance based fees.)

Management Fees: Management fees are generally paid monthly, in arrears, one-twelfth of the management fee percentage of the net asset value of the capital account, charged against the capital account’s net asset value as of the last business day of the calendar month. The Funds’ net asset values are calculated by Off the Chain based on values that are reviewed and approved by Off the Chain’s Valuation Committee. Off the Chain provides the Funds’ third-party administrator with the net asset value. The Funds’ administrator uses the investment values and the monthly expenses to create a monthly performance report to distribute across investors based on their percentage ownership. Currently, the Funds are not employing the use of margin in their core strategy, although Off the Chain has authority to do so per the Funds documentation and specific investments can include a leveraged amount. Other Expenses: In addition to the above, the Funds and therefore investors are charged, or must reimburse Off the Chain for, additional expenses, which Off the Chain deems necessary or advisable. Off the Chain is responsible for and shall pay, or cause to be paid, all of its own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses, and all salaries, bonuses and benefits paid to, or on behalf of, Off the Chain personnel.

Although currently, the Funds are charged third party direct expenses, such as administrator, legal, compliance, audit, and tax, as well as some research and accounting software, the Funds per the respective Governing Documents are responsible for additional expenses and in the future could be additionally charged. For example, the Funds are also responsible for Off the Chain’s due diligence costs and expenses incurred in connection with investigating investment opportunities and ongoing due diligence in certain circumstances for the Fund, including related travel, lodging, and entertainment. While in current practice not all such expenses have occurred or exist, additional charges can include for example and without limitation fees and expenses of and relating to investment banking and private placements, brokerage, commissions, dealer mark-ups, markdowns and spreads, clearing and settlements, custody, taxes, legal, audits, accounting, administrators, other professional fees, insurance, research and market data including associated hardware and connectivity hardware including Bloomberg terminals and telephone and optic lines, borrowing, short sales, interest amounts, loan commitments, margin, other debt, obligations under repurchase agreements, compliance and consulting, personal security services, investor communication services and products, custom software development, related hardware, third party administrators, systems to facilitate accounting, record-keeping, data management, and data recovery, software licensing and implementation, investor communications, mailings, printings, filings, registrations, indemnification obligations, and extraordinary expenses. In addition to paying the fees and expenses discussed above, the Funds are responsible for fees and expenses charged by third-parties in connection with the Funds’ investment in certain private trust

vehicles managed by such third-parties. These fees and expenses could include brokerage and other transaction costs, custodial fees, and any other fees and taxes, related to the purchase and sale of digital assets managed by these third parties.

In general, each investor will bear its proportionate share of the Funds’ expenses on a pro rata basis with respect to the size of such investor’s capital account(s) or with respect to the relative net asset value of the shares held by such investor, as applicable. The Funds are subject to, and responsible for, costs and other expenses, regardless of whether it realizes any profits. As a result, the Funds will have to earn substantial profits to avoid depletion of their assets due to such costs and expenses. Please see Item 12 – Brokerage Practices of this Brochure for more information on brokerage.

Off the Chain Consulting fees are pursuant to a written agreement with the consulting client and generally begin at $250,000.00. Upon expiration of the first twenty-five hours of consulting services, consulting clients are charged at a rate of $5,000.00 per hour. Neither Off the Chain nor employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

Investing in securities involves risk of loss that investors must be prepared to bear, including to principal. Investors can lose all of their investment without recourse as a result of risks. Some of these risks are described below. Other or additional risks likely are evolving and the risks pertaining to investing in digital assets and related investment vehicles can change or increase as investments, regulations, and related conditions change. In particular, the investment industry

related to cryptocurrency and digital assets in general is new and rapidly evolving.

As referenced in Item 4 of this Brochure, the investment objectives of the Funds are to generate positive mid- to long-term investment returns by investing in a concentrated portfolio of assets including without limitation cryptocurrencies, digital assets, utility tokens, security tokens, private investment trusts, open-end funds, closed-end funds, index funds, exchange trade funds, simple agreements for future tokens, simple agreements for future equity, initial coin offerings, secured and unsecured bankruptcy claims, insurance claims, private investment contracts with blockchain foundations, option contracts, bitcoin and commodity future contracts, short-term fixed income securities and instruments, gold, and public and private equity securities, and digital asset mining hashpower contracts. The Funds focus on generating returns based on mega-trends using S-curve analysis in combination with finding value in illiquid markets. As noted, OTC Liquid achieves its investment objectives by investing substantially all of its assets in OTC LP.

The majority of the assets are invested in blockchain related assets which include digital assets, utility tokens, security tokens, private investment trusts, closed-end funds, SAFTs, SAFEs, bitcoin bankruptcy claims, and public and private equity securities. Off the Chain can invest a percentage of the Funds’ assets in seed investments in cryptocurrencies before their initial coin offerings. These investments will be made in private cryptocurrency, private security transactions, and/or via wallets for the specific blockchain protocols being developed. All assets in “restricted” securities, generally will not be freely transferable, will be illiquid, and will be considered difficult to value. Off the Chain expects to carry these restricted securities at cost or net asset value plus an amortization to liquidity until and unless the issuer of such securities provides an independent valuation, there are additional financing rounds at different valuations, there are transactions on secondary markets at different valuations, or there is a public offering. Notwithstanding the foregoing, Off the Chain has the authority to establish different valuations for such restricted securities where it determines it has sufficient information to justify a different valuation. The foregoing descriptions in this Item 8 represent Off the Chain’s present and existing intentions in view of current market conditions and other factors, but Off the Chain can, in its sole discretion, vary the foregoing investment objectives and strategy to the extent it determines that doing so will be in the best interest of the client. In other words, per each Funds’ Governing Documents, the investment strategies of the Funds are in the absolute and sole discretion of Off the Chain and there is no obligation to advise existing or potential investors of a change in investment styles or strategies. Each prospective investor should consult his or her independent professional advisers in assessing the merits and risks of investing with Off the Chain. Prospective investors and their advisers should perform their independent analysis of the Fund in which they want to invest and the respective offering documentation. Prospective investors and their advisers are encouraged to ask Off the Chain any questions or concerns before subscribing to any fund. An investment in a Fund should be considered speculative and involves substantial risk due to, among other things, the nature of the investment program, the significant fees and costs associated with such an investment and the limited liquidity of interests. No person should invest in a Fund unless he or she has no need for immediate liquidity with respect to such investment, is fully able to bear the financial risk of such

investment for an indefinite period of time, and is fully able to sustain the possible loss of the entire amount invested. In light of this financial risk, a prospective investor should evaluate an investment in a Fund as it fits into that prospective’s overall portfolio composition.

There is no guarantee that any past results can be replicated; any past successful performance may not be relied upon to indicate future performance. There is no assurance that the investment objective will be achieved, and results may vary substantially over time.

Some of the specific risks associated with investments made by Off the Chain are described below. In overall summary, risks include general investment risk, strategy risk, institutional risk, structure risk, operational risk, and tax risks. Investors must also consult a Fund’s Governing Documents for risk descriptions and consult with their independent professional advisors. Risk Factors:

Illiquid investments: Off the Chain investments are illiquid, long-term, and generally not transferable. In other words, there can be little to no immediate or long-term market for interests. Consequently, investors likely are not able to liquidate their investment, or securities distributed to them in kind, in the event of an emergency or for any other reason. Interests may not be pledged as collateral for loans. The Funds generally carries these illiquid investments at cost until and unless the issuer of such securities provides an independent valuation, there are additional financing rounds at different valuations, there are transactions on secondary markets at different valuations, or there is a public offering. However, as noted, the General Partner to OTC LP and Adviser to OTC Liquid have the authority to establish different valuations for such illiquid and restricted securities where it has sufficient information to justify a different valuation. Per each Fund’s Governing Documents, investor withdrawal rights are restricted and, further, Off the Chain does not provide any guarantee that a Fund would or will have sufficient cash available to make cash distributions in respect to such withdrawals.

Susceptible markets: The investment program can be heavily and negatively influenced by a variety of factors beyond the control of Off the Chain, including for example, industry developments, changes in the political environment and/or regulatory environment, interest rate fluctuations, public markets movements and sentiments, competition, technology, fiscal policy, exchanges, and other movements, events, and/or occurrences. Limited diversification: The investments currently held by the Funds are generally in a concentrated portfolio of assets. As such, the entire portfolio may be more vulnerable than if the investments were more diversified in a variety of sectors and investment types. Additionally, the aggregate return can be more substantially and negatively affected by the poor performance of a single investment. Leverage: Although currently not employed as part of the core strategy, the Funds can use leverage and similar techniques. Therefore, a Fund’s value can be enhanced, reduced, limited, or eliminated,

and the leverage may decrease or enhance a Fund’s ability to make additional or follow-on investments or finance future opportunities. In other words, it increases the risk of volatility and therefore loss.

Subjective evaluations: The Funds’ investments are decided by Off the Chain, and often the decisions Off the Chain makes are based on individual analysis and subjective processes. The projected valuations may be wrong due to incorrect assumptions and forecasts.

Key person and management dependence: The General Partner or Adviser of a Fund will make all investment and trading decisions for a Fund. Investors, in their capacity as such, do not take part in the management or conduct of the business or affairs of a Fund or transact any business in the name of or otherwise for or on behalf of a Fund. A Fund will depend on the principals and management of Off the Chain. Loss of one or more of these individuals could have an adverse impact on the business of a Fund. A Fund could be adversely affected if, because of illness, resignation, or other factors, the services of key principals and/or management were not available for any significant period of time. Lack of control by investors: Per each Fund’s Governing Documents, investors have no voting and limited consent rights, and Off the Chain may amend the limited partnership agreement without investor consent for a variety of reasons. Similarly, no investor, individually or collectively, has any right, power, or authority to remove or expel Off the Chain, which serves as the General Partner and Adviser of OTC LP and Adviser of OTC Liquid, to cause its withdrawal from a Fund, to appoint a successor general partner or adviser in the event of the withdrawal or bankruptcy of Off the Chain or otherwise, or to terminate a fund, unless such right, power, or authority is conferred on it or them by law. Relatedly, Off the Chain does not have a lock- up on its capital account and can withdraw funds from its capital account at any time. Withholding of distributions: Under certain circumstances, Off the Chain could deem it appropriate to establish a reserve for contingent liabilities and to withhold a certain portion of an investor’s capital account. In addition, at any given time, a Fund could be in a position to not be able to liquidate sufficient assets to make required payments to withdrawing investors or to satisfy all of its obligations upon dissolution. Relatedly, Off the Chain has authority to withdraw amounts from its capital account and to withdraw as the Fund’s General Partner. In certain circumstances when withdrawing as General Partner, the Fund would then be dissolved, and Off the Chain could withdraw the entire balance of its capital account. Further, although the term of each Fund is unlimited, Off the Chain can dissolve a Fund. Upon the dissolution, investors would have no further withdrawal rights, but only the right to receive distributions in connection with the formal winding up of the Fund. Government policies: As the role of public policy impacts the areas in which Off the Chain seeks to invest, policy decisions can impact the development and stability of Off the Chain’s chosen markets.

Failure or insolvency of significant financial institutions: Due to market events in 2008 and beyond the Federal Reserve Board, Department of Treasury, Federal Deposit Insurance Corporation and other federal entities financed the bailout of various private and public companies. The duration and ultimate effect of these actions on current market conditions cannot be predicted, nor is it known whether or the degree to which such conditions may worsen. However, any continuation of uncertainty or further deterioration could result in further declines in the market value of financial instruments and, potentially, the failure or insolvency of significant financial institutions, including banks, brokerages and clearing organizations utilized by the Funds and Off the Chain. Reliance on management of others: Off the Chain monitors investments, interacts with companies, and seeks management transparency of the underlying investments; however, Off the Chain relies on the underlying management personnel to build and operate successfully.

Technology and cybersecurity: Off the Chain and the investments made by Off the Chain rely on information technology and similar systems; such technology and systems may become inoperable or disabled due to actions of others not within the control of Off the Chain. Investing in digital assets introduces risks related to cybersecurity breaches, hacks, and fraud. Digital asset exchanges and third-party custodians are susceptible to cyberattacks that may result in the loss of funds. Off the Chain does not self-custody assets, and any failure or insolvency of a third-party custodian could impact client funds. Furthermore, operational risks related to the security of private keys and trading infrastructure should be considered. Risks associated with physical or electronic breakins, breaches, hacks, and failures could delay operations, adversely impact the ability to transact including exit the investment, require additional compliance, legal, or other professional assistance, and generally lead to the loss of revenue.

Valuation: In conjunction with Off the Chain’s senior management, OTC LP’s Valuation Committee plays a key role in determining the value of the Fund assets. The Valuation Committee meets monthly and committee members include independent advisors, in addition to Off the Chain senior management. Since the value of each investor’s capital account will depend primarily on the value of the Fund assets, fees charged to the investors and the Fund, the incentive allocations in particular, are based on Off the Chain’s valuations. There is risk that these valuations will not be accurate, or later will change, and Off the Chain, who will receive incentive allocations based on the values it provides to the Fund, has a financial incentive to place the highest reasonable value on the assets it manages. Some assets, which can be the majority of assets, are not actively traded or readily valued from public market outputs; however, Off the Chain has and retains the discretion to value these instruments. Thus, valuations are and/or can be substantially subjective.

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As stated in Item 4, Off the Chain provides investment advisory services to pooled investment vehicles. As noted, Off the Chain currently provides investment advisory services to two pooled investment vehicles. Investors in the pooled investment vehicles include but are not limited to: high net worth individuals, retirement accounts, trusts, fund of funds, limited liability companies, and defined benefit plans. Each Fund has an investment minimum, generally $500,000, but Off the Chain can waive, and has waived, certain minimums for some investors, and has done so, subject to legal limitations. OTC LP and OTC Liquid investors are not solicited by Off the Chain to be consulting clients; and consulting clients are not solicited for Off the Chain, LP.

Off the Chain receives an incentive allocation (performance-based fees) from qualified clients and investors. As stated in Item 5 above, the actual amount an investor is responsible for can, and in some instances does, vary. As of each incentive allocation calculation date for which there is such allocation, Off the Chain will cause the debit from each investor capital account of each Fund, and credit to an account of Off the Chain, the incentive allocation, which is any amount by which the net asset value of the capital account exceeds the high-water mark for that account, which is the net asset value of the account immediately after the assessment of the most recent incentive allocation (or where there has not been an incentive allocation assessed, from the amount of the capital contribution that established the account). The high-water mark carries forward from year to year until exceeded; but Off the Chain is not required to pay back any incentive allocation if the investor subsequently experiences losses. Net new profits are calculated separately for each capital account, regardless of whether an investor has more than one capital account, and some investors do have more than one capital account. The high-water mark for each account is and will be decreased pro rata in the same proportion of a withdrawal amount, whenever a withdrawal is made when the net asset value of the capital account is at or below the high-water mark. Where there are withdrawals and/or distributions from a capital account before the end of a calendar year, incentive allocations are made in a fractional amount, with the high-water mark adjusted downward to reflect the withdrawal and/or distribution. Incentive allocation calculation dates are monthly and as of any date on which an investor receives a withdrawal or distribution from its capital account. Although the incentive allocation is calculated

and accrued monthly, the incentive allocation is not deducted from the investors account until the end of the year.

Because a portion of compensation paid to Off the Chain will be based on generated profits, Off the Chain is deemed to have an incentive to make investments for its clients that are riskier or more speculative than would be the case absent such compensation. Further, if and where clients differ in their performance-based fee calculation, Off the Chain is said to have an incentive to favor one performance-based client over another client that either does not have a performance-based fee structure or would not be sufficiently generating the profits to derive an incentive allocation. Moreover, because Off the Chain is not in effect penalized for losses except in the current period (by not receiving an incentive allocation for that period), Off the Chain is considered more likely to invest in a riskier manner. However, Off the Chain manages investments in accordance with each Funds’ Governing Documents. Off the Chain has adopted investment policies and procedures that address investment allocations and the mitigation of conflicts of interest. Off the Chain can have an incentive to favor other investments that are generating fees on a regular basis.

The incentive allocations are determined on the basis of the value of the Funds’ assets, and this includes value attributable to unrealized appreciation. Thus, incentive allocations are made to Off the Chain based on positions that are profitable at the time such fees are assessed, and Off the Chain keeps these allocations even if later the positions become not profitable. Further, Off the Chain is responsible for determining the value of the Fund assets. To mitigate risks and conflicts of interest, Off the Chain as said manages in accordance with Funds’ Governing Documents and, additionally, adheres to valuation policies and procedures.

Neither Off the Chain nor its management are registered or have an application pending to register as a broker dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or as an associated person of any of the foregoing entities. As referenced elsewhere in this Brochure, employees of Off the Chain comprise the General Partner and Adviser to OTC LP and the Adviser to OTC Liquid.

Off the Chain and related persons are personally invested in some of the same investments as OTC LP. Off the Chain related persons are also invested in companies OTC LP does business with. These investments create a conflict of interest. Conflicts of interest are addressed in Off the Chain’s Code of Ethics and Compliance Manual. Off the Chain and related persons recognize that they have a fiduciary responsibility to put the interest of the Fund first, and to make all decisions in the best interest of the Fund. Off the Chain further addresses these conflicts of interest, for example, by requiring related persons involved in investment decision-making to document their personal investments and to have transactions reviewed for conflicts of interest by the Chief Compliance Officer and President who have the authority to approve or deny the investment. Off the Chain’s Chief Investment Officer and a Managing Member acts as an advisor to a private investment firm that offers exposure to digital assets through private investment trusts. OTC LP is an investor in a private trust issued and managed by this private investment firm. In view of such service, OTC LP received 1,500,000 units through an incentive unit agreement. Officers of Off the Chain also invest in a private trust offered and advised by the investment firm.

The Chief Investment Officer is an investor in the general partnership of an investment adviser registered with the SEC, and a limited partner in a private fund managed by the adviser. The adviser manages digital asset investment funds focusing on venture-capital style investing in early-stage blockchain companies and protocols. The Chief Investment Officer has no management involvement or authority over investments made by the adviser or any other business operations. The Chief Investment Officer’s role with the adviser is purely passive. OTC LP is an investor in both the adviser’s general partnership and in a private fund offered by the adviser. Off the Chain’s Chief Financial Officer is a minority member of an investment adviser registered with the SEC that is a fee-only advisory firm focused on comprehensive financial planning. The Chief Financial Officer has no management involvement or authority over investments made by the adviser or any other business operations. Off the Chain’s Chief Financial Officer is also a managing partner and chief investment officer of a closed-end venture fund that invests in opportunities in the food, health and wellness sectors. The

venture fund is not currently making new portfolio investments. Off the Chain’s Chief Financial Officer does not receive any compensation from the fund and is not involved in the day-to-day operations. Conflicts of interest and internal controls involving these relationships are addressed in Off the Chain’s Code of Ethics and Compliance Manual. Off the Chain Consulting clients are not advisory clients. Off the Chain Consulting services are performed by employees of Off the Chain, including those employees who provide advisory services to the fund, Off the Chain, LP. Off the Chain Consulting receives compensation for consulting services; please see Item 5 of this Brochure.

Personal Trading

Off the Chain has adopted a Code of Ethics for its supervised persons (“employees”), which mandates standards of business conduct and fulfillment of the fiduciary duty to clients. The Code of Ethics includes client confidentiality provisions, insider trading prohibitions, gifts and entertainment restrictions, and personal securities trading procedures, among other things. The Code of Ethics promotes making decisions in the best interest of advisory clients. Employees can invest for their own accounts under certain circumstances and when their transactions will not materially interfere with the best interest of clients. Employee investments and trading are monitored under the Code of Ethics to reasonably prevent conflicts of interest between clients and employees. All employees acknowledge the terms of the Code of Ethics annually, and as amended. Investors and prospective investors may request a copy of our Code of Ethics by contacting our CCO at allison@offthechain.capital.

As noted, Off the Chain currently manages two Funds. OTC Liquid invests substantially all of its assets in OTC LP.t. Off the Chain monitors proprietary thresholds but does not engage in principal or cross transactions. Employees, related persons, and family members are investors in the Fund, but the applicable amounts do not exceed the threshold to create a proprietary vehicle. As stated, employees and related persons are also members of the General Partner of OTC LP.

Off the Chain and its related persons are subject to significant conflicts of interest in managing the business and affairs of its clients and in making investment and trading decisions. Off the Chain and related persons invest in OTC LP and also invest in the same investments as OTC LP in their personal accounts including investing in companies with which the Fund does business. Off the Chain can engage in transactions with affiliated entities or counterparties where management or employees maintain financial interests.

Off the Chain mitigates conflicts of interests through procedures in the Code of Ethics and Compliance Manual. Off the Chain and related persons have a fiduciary duty to put the interest of the Fund first, and to make all decisions in the best interests of the Fund. Off the Chain’s Code of Ethics and Compliance Manual include procedures to have the Chief Compliance Officer or delegate review and approve personal investments of Off the Chain related persons involved in investment

decisions for the Funds, to ensure the conflicts of interest are reviewed and the Funds are made a priority for investments that will benefit the Clients. The Funds have investment opportunities that it would not otherwise have due to these relationships causing the conflicts of interest. Off the Chain and its related persons involved in investment decisions ensure the Funds are given first opportunity to invest in opportunities and, if a Fund does not have the capital to invest or if the investment opportunity does not fit the objective of a Fund or is otherwise not in the best interests of a Fund, then the related person can then take advantage of the investment opportunity in their personal portfolio.

When Off the Chain invests in digital assets, Off the Chain generally utilizes a digital asset trading platform. These platforms can be exchanges for digital securities similar to a stock exchange or they can be with wallet technology and private keys for example for cryptocurrencies. Crypto broker-dealers facilitate trades, interact with the exchanges, and monitor the transaction. Some cryptocurrency exchanges register as broker-dealers operating an Alternative Trading System. Off the Chain maintains a list of approved brokers, including cryptocurrency brokers, as is also generally disclosed in the Fund Governing Documents.

When utilizing a broker-dealer, whether for digital or more traditional assets, Off the Chain seeks to obtain best execution. Off the Chain can consider the full range and quality of services as well as price. Considerations include for example available spreads, prices, commissions, transaction size, timing, settlement capabilities, responsiveness to the adviser, existing and expected market activity, financial stability and responsibility, custodial services, research, arbitrage operations, reputation, and other considerations, as well as Off the Chain’s knowledge of the nature of the security or instrument being traded. Transactions that involve specialized services on the part of the broker, dealer, or bank involved often justify higher commissions or similar than for routine transactions, and it is possible that execution may be through a particular broker due to a lack of options in the market. Off the Chain has discretion to utilize broker-dealers and to choose the broker-dealer, and clients cannot direct brokerage. Off the Chain currently does not have any brokerage referral relationships. Off the Chain does not receive soft dollars. Off the Chain can obtain third-party research as part of its investment due diligence but does not pay up for such services.

Off the Chain has authority to, and does, retain legal and banking professionals to assist in certain private transactions. In these instances, the services and compensation are negotiated at armslength.

As Off the Chain is currently managing two Funds, one of which invests substantially all of its assets in the other Fund, aggregating accounts and cross trades are not an issue.

Please see Item 5 for the compensation Off the Chain and its related persons receive for its advisory and advisory related services. Although Off the Chain has authority to retain a placement agent or promoter and, in the future, might so do, Off the Chain has not engaged any promoter for client referrals and has not engaged any placement agent for investor referrals. Off the Chain is not compensated by any person for referrals and Off the Chain does not pay any person for investor referrals.

Registered investment advisers are required to disclose all material facts regarding any legal or

disciplinary events that would be material to a client’s or prospective client’s evaluation of the adviser or its management personnel. Off the Chain does not have any legal or disciplinary events to disclose for this item.

Off the Chain’s Chief Financial Officer and Chief Investment Officer review fund holdings, investor thresholds, portfolio allocations, holdings, performance, and valuations regularly, generally on a daily basis. Investors will receive annual audited financial statements for the Funds, as well as unaudited monthly statements on account performance and balance. As stated, Off the Chain Consulting clients are provided consulting services following a written contract, which provides all material terms of the consulting service, including for example term, compensation, and consultations.

As a result of the private fund structure, and also because it has authority to cause the debit of client fees, Off the Chain has custody under the Investment Advisers Act custody rule of the Clients’ funds and securities. Qualified custodians holding Off the Chain Client funds and securities, including the private keys, send statements to Off the Chain. To the extent that some assets including some cryptocurrencies are not “funds” or “securities,” Off the Chain takes steps to safeguard these holdings in a manner reasonably designed to protect against theft and/or misuse.

Off the Chain will comply with Rule 206(4)-2 (the ”Custody Rule”) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the Funds’ annual audits by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), Off the Chain distributes each Funds’ audited financials to investors within 120 days of such Fund’s fiscal year end. Additionally, Off the Chain sends unaudited statements to investors, generally monthly. Investors should review each statement carefully and compare the audited and unaudited statements.

Subject to the Governing Documents of each Fund, Off the Chain has full discretionary authority to make decisions with respect to the types, amounts, price, and timing of investments to be bought and sold, on behalf of a Fund and to perform the day-to-day operations of the Fund. The authority generally is established during the organization of each Fund.

Off the Chain does not as a strategy invest in securities which issue proxies, however, generally, Off the Chain does hold investments that issue proxies. Off the Chain has adopted voting policies and procedures pursuant to Rule 206(4)-6 of the Advisers Act. In summary, clients and investors cannot direct Off the Chain’s vote in any particular solicitation. Off the Chain votes such proxies in the best interest of a Fund, including consideration of economic benefits and sound governance, in Off the Chain’s discretion. Where Off the Chain does not have significant interest, Off the Chain can choose to not vote certain proxies where there is no identifiable impact or benefit to the fund to vote. In all situations where Off the Chain perceives a conflict of interest, Off the Chain management, as appropriate and in particular the Chief Investment Officer, will review the situation and recommend appropriate action. Off the Chain will maintain proxy related information, including how Off the Chain and any representative voted. Clients and investors can obtain this information (i.e., how Off the Chain voted as well as the proxy voting policy and procedures) upon written request to Off the Chain (postal and email addresses are on the cover of this Brochure).

Item 18 – Financial Information

financial condition. We have no financial commitment that would impair our ability to meet any contractual and fiduciary commitments to our Client Funds. We have not been the subject of any bankruptcy proceedings. In no event shall we charge advisory fees that are both in excess of five hundred dollars and more than six months in advance of advisory services rendered.