Virage Capital Management LP

Virage Capital Management LP, founded in 2013, is an investment advisory services firm that currently provides investment management services to twelve clients, nine of which are pooled private investment funds, and three of which are a “fund of one”. In his capacity as a limited partner of Virage Capital Management LP, Edward Ondarza is the majority owner of our firm. He is also the manager and majority owner of Virage LLC, which is the general partner of our firm. The clients that follow the “Virage Capital Partners” strategy are: (i)

multiple series of Virage Master LP, a Delaware series limited partnership, each of which is managed on a discretionary basis: Series 1 – Virage Master LP, Series 2 – Virage Master LP, Series 3 – Virage Master LP, Series 4 – Virage Master LP, Series 5 – Virage Master LP, Series 6 – Virage Master LP, WAM Series 1 – Virage Master LP (collectively, the “VCP Funds”),

(ii)

Virage TTU, LP, a Texas limited partnership and a “fund of one” managed on a discretionary basis (“Virage TTU”)

(iii) Series M—Virage Capital Partners II LP, a Delaware series limited partnership and a “fund of one” managed on a non-discretionary basis (“Series M”), and (iv) SLF Receivables LP, a Delaware limited partnership and a “fund of one” managed on a non-discretionary basis (“SLF”). Each of Virage TTU, Series M and SLF, is referred to as a “Fund of One,” and collectively with the VCP Funds, the “Litigation Finance Clients.” We also manage Virage Recovery Master LP, a Delaware limited partnership (the “Recovery Fund”) which is a pooled investment vehicle whose investment program seeks to generate attractive risk-adjusted returns by acquiring and pursuing claims under the Medicare Secondary Payer Act and other applicable law. Each of the VCP Funds and the Recovery Fund is a private pooled investment “master fund” in a master-feeder structure with a domestic feeder fund and, for some clients, one or more offshore feeder funds. With respect to these clients, we only consider each master fund, and not its feeder funds, our client because the feeder funds place all of their investable assets in one or more series the applicable master fund(s). All investment activities for the funds in each master-feeder structure are conducted at the master fund level where we act as the investment manager to the master fund. We also manage Virage Opportunity Fund LP (the “Opportunity Fund”) which is a private investment vehicle whose investment objective is to generate superior risk-adjusted returns by making an equity investment in an Arizona law firm authorized as an “alternative business structure” (or “ABS”), which acquires primarily automobile, truck, motorcycle, and other

motorized vehicle accident cases nationally and co-counsels with accomplished firms around the country to jointly pursue the cases (where co-counsel firms are generally responsible for case-related expenses) and share in the legal fees from client recoveries. In providing our advisory services to our clients, we seek to generate attractive risk-adjusted returns to the underlying investors of our clients. Historically, for the Litigation Finance Clients, this has been achieved by primarily originating direct secured and unsecured loans (or other funding arrangements) to well-qualified, State Bar licensed attorneys (each, a “borrower”) for the purpose of financing or refinancing borrower business expenses related, as more specifically described in Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), to civil lawsuits and similar litigation matters initiated in U.S. federal and state courts and definitive settlement agreements entered into as a result of such lawsuits and/or litigation matters (each, a “loan”). On occasion, rather than originating a loan, a client may enter into a prepaid forward purchase agreement, or litigation funding agreement with a borrower to fund its business expenses. Our clients may also consider entering into loans or direct funding agreements with plaintiffs in a litigation matter. Additionally, our clients are permitted to also invest in similar loans, debt, notes, or other obligations from other originators, lenders, loan facilitators, funders, or brokers if we determine such opportunities to be attractive and appropriate for the client. As noted, the Recovery Fund seeks to generate attractive risk-adjusted returns by acquiring and pursuing claims under the Medicare Secondary Payer Act and other applicable law, and the Opportunity Fund seeks to do the same by investing in an Arizona law firm that is authorized as an ABS. In 2018 we facilitated a securitization transaction whereby the loan portfolios for certain of our Litigation Finance Clients—namely, Series 1 – Virage Master LP, Series 2 – Virage Master LP and Series 3 – Virage Master LP—were securitized. While we no longer manage the loan portfolios that were part of the securitization transaction, we continue to service such loans (collectively, the “Securitized Loans”) pursuant to a servicing agreement. With respect to our Litigation Finance Clients, we source investments directly with the legal community in the United States from existing and newly cultivated relationships, research to identify potential borrowers involved with a certain legal matter, referrals from existing borrowers and attending relevant industry conferences that provide a forum to meet potential borrowers. In addition, we have contractual arrangements with individuals that work in the legal community and who assist in sourcing transactions for an agreed-upon fee paid by the clients. We may also source new transactions from existing borrowers. The Recovery Fund makes investments through a joint investment vehicle together with a third party whose affiliates (through servicing agreements with the investment vehicle) identify claims under the Medicare Secondary Payer Act, and other applicable law, and pursue recoveries thereunder. The Opportunity Fund has a single equity investment in an Arizona law firm authorized as an ABS (which has other third-party owners). Our firm tailors its advisory services to the individual needs and specified investment mandates of its clients. We adhere to the investment strategy set forth in the confidential offering memoranda of each client or its respective feeder fund(s), as applicable. We do not, however,

tailor our advisory services to the individual needs or any specified investment mandates of the investors in the feeder funds and those investors may not impose restrictions on investing in certain securities or types of securities. We do not participate in any wrap-fee programs. As of December 31, 2025, we have regulatory assets under management of $588,349,174. We manage 94.9% of our regulatory assets under management on a discretionary basis and 5.1% of our regulatory assets under management on a non-discretionary basis. Our total assets under management is $641,593,271 comprised of (i) our regulatory assets under management, which includes the net asset value of our Litigation Finance Clients, the Recovery Fund, and the Opportunity Fund; and (ii) the value of the Securitized Loans that we service that do not comprise a part of our Litigation Finance Clients’ assets.

This brochure is only delivered to qualified purchasers and therefore does not contain our advisory service fee schedule. Our firm, or an affiliate of our firm, typically receives compensation from each of our clients based on a percentage of assets we manage, and performance-based fees. With respect to our Litigation Finance Clients, we typically structure our performance-based compensation as profit-sharing allocations through limited partner interests that our affiliates and strategic investors hold in our client funds. Such performance-based compensation is also generally subject to a loss carryforward requirement or “high water mark.” This means that we only receive a performance profit allocation when an investor’s account value for the year has recovered any losses from prior years (reduced proportionately by any withdrawals an investor makes). With respect to the Recovery Fund and the Opportunity Fund, we structure our performance-based compensation as a carried interest distribution that is subject to a preferred return to the underlying investors, which means that we generally only receive a distribution of investment proceeds after the underlying investors have received both a return of their contributed capital and a preferred return thereon. We only offer interests in our Litigation Finance Clients and the Opportunity Fund to “qualified purchasers” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). Qualified purchasers are generally individual investors or certain familyowned entities with over $5,000,000 in investments or entities with over $25,000,000 in investments. The Recovery Fund is closed and not offering, but only accepted subscriptions from persons who were “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended. Qualified clients are generally individual investors with a net worth of $2,100,000 or who have at least $1,000,000 in investments or an investor who is otherwise a qualified purchaser. For purposes of clarity, any investor in any of our clients must be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, for purposes of the private securities offering.

With respect to our Litigation Finance Clients, we deduct our asset-based fees directly from such clients’ accounts each month. We generally deduct performance-based compensation on an annual basis or upon a withdrawal or redemption (but only on the amount withdrawn or redeemed) or in connection with a distribution of investment proceeds. The asset-based fee that we charge investors in our Litigation Finance Clients and the Opportunity Fund is payable in advance at the beginning of each calendar month. In the unlikely event that an investor is redeemed before the end of the billing period, we will refund a pro rata percentage of the fee paid in advance. With respect to the Recovery Fund, we deduct our asset-based fees directly from such client’s account each quarter (however, to the extent cash is unavailable from approved sources, our asset-based fees for the Recovery Fund are accrued and deducted, but payment is deferred until such time adequate cash is available). In addition, we are entitled to distributions of “carried interest” after the achievement of certain return hurdles (including a return of contributed capital and a preferred return thereon) in connection with the receipt of net proceeds from investments, of which distributions are generally made on a quarterly basis (to the extent thereof). For the Opportunity Fund we are also entitled to certain distributions directly from the ABS Firm (the Opportunity Fund’s investment target) that are subject to the receipt by the Opportunity Fund of certain targeted distributions from the ABS Firm (as more fully described in the Opportunity Fund’s private placement memorandum)—See Item 10. Investors in our clients do not pay any performance-based compensation in advance. Our fees are generally non-negotiable, but we do have the discretion to waive all or a portion of the management fee and/or the performance-based compensation with respect to our clients. All of our clients bear various costs, fees and expenses in addition to the compensation payable to our firm or an affiliate of our firm. Although we set forth enumerated lists below, all investors in our clients and prospective investors should review the Private Placement Memorandum or other governing documents for each applicable fund, which may discuss additional costs, fees and expenses not discussed below. Our clients, and consequently the investors in our clients, generally incur the following expenses: o offering and organizational expenses, o costs of identifying and evaluating proposed investments and expenses relating to investment transactions (including airfare and hotel costs for attending conferences attended by prospective borrowers) and, if applicable, all fees and commissions paid to loan facilitators and loan originators or brokers, o expenses with respect to the acquisition and disposition of investments, whether or not consummated, o loan fees, appraisal fees, underwriting commissions and discounts and other investment-related expenses, o all transaction costs, custody fees, fees of professional advisors and consultants relating to investments or prospective investors, travel, specific expenses incurred in

obtaining research and other information utilized with respect to the applicable fund’s investment program, o any withholding or transfer taxes imposed on the applicable fund, o out-of-pocket costs of the administration of the applicable fund, including accounting, audit, legal and compliance expenses and other professional or thirdparty costs (including FATCA compliance and preparation of regulatory reports), o costs of holding any meetings of investors or an advisory committee, costs of any liability insurance obtained on behalf of the applicable fund, its general partner and/or us, o costs of any litigation or investigation involving fund activities (and related insurance), and o costs associated with reporting and providing information to existing and prospective investors, including travel in connection with providing such information. In addition, Virage TTU LP and each of the feeder funds of our other clients bears its proportionate share of the expenses listed above incurred by the applicable master fund(s) in which it invests. In addition, Virage TTU LP is allocated its proportionate share of such expenses along with the other Litigation Finance Clients’ master funds and Funds of One (but without duplication) to the extent it invests directly into any special purpose investment vehicle in which such master funds or Funds of One also invest. The Recovery Fund, and consequently its investors, may incur additional expenses incurred in connection the claim recovery process, which are unique to the Recovery Fund, as described in its private placement memorandum. Similarly, investors in the Opportunity Fund will bear additional expenses incurred in connection with the holding of equity interests in an ABS, as described in its private placement memorandum. Other than as provided above, our firm is responsible for all of its normal overhead expenses and other similar expenses. The fees and expenses we have enumerated above may not contemplate every type of fee or expense our clients may incur. We have established policies and procedures for allocating investment and other expenses among our clients (and, as applicable, any non-advisory client accounts that we or our affiliates may manage) in a manner that, over time, we believe is fair and equitable taking into consideration the purpose and type of expense and other relevant factors. Expenses are allocated pursuant to such expense allocation policies and procedures (as amended from time to time by us in our discretion), which are available to prospective fund client investors upon request.

For more information on brokerage transactions and costs, please see Item 12 (Brokerage Practices). Neither our firm nor any of our principals or employees accepts compensation for the sale of securities or other investment products.

In providing our advisory services to our clients, as previously discussed in Item 4, we generally seek to generate attractive risk-adjusted returns by primarily (i) originating direct secured and unsecured loans or other funding arrangements to borrowers for the purpose of financing or refinancing borrower business expenses—i.e., a litigation finance strategy—(ii) investing in claims under the Medicare Second Payer Act or other applicable law (“Claims”)—i.e., a recovery fund strategy, and (iii) making investment in an ABS—i.e., an opportunity fund strategy. Litigation Finance Strategy. When loans or other funding arrangements are secured, we generally intend to loan capital to a borrower when the borrower provides as collateral a security interest in its right to receive fees from client proceeds related to unsettled or a mix of unsettled and settled civil lawsuits and similar litigation matters initiated in U.S. federal or state courts. On occasion, rather than originating a loan, clients will enter into a prepaid forward purchase agreement or other litigation funding agreement with a borrower to fund its business expenses. While the form of such arrangement may differ from a loan, and potentially be subject to different rights and remedies, we underwrite such transactions in the same manner as loan transactions and generally requires a security interest in the borrower’s rights to fees from specified legal matters. We will also consider entering into loans or funding agreements with plaintiffs in a litigation matter, although no such transactions have been executed as of this filing. Additionally, while they have not done so in the past, clients are permitted to also invest in similar loans, debt, notes or other obligations from other originators, lenders, loan facilitators or brokers should we determine such opportunities to be attractive and appropriate for one or more clients. We seek to make investments on behalf of each client that we believe have an attractive risk/return profile based on specific investment parameters and appropriate pricing guidelines determined by us for the purposes of achieving targeted returns. In evaluating each prospective investment, we will generally, and depending on the particular client, review (i) the track record and history of the borrower; (ii) the jurisdiction in which each of the relevant litigation matters is filed; (iii) the subject matter of each of the relevant litigation matters; (iv) the borrower’s credit history, disciplinary history and criminal history (in each case, if any); (v) the litigious nature of the plaintiff in each of the relevant litigation matters; (vi) the solvency of the defendant in each of the relevant litigation matters and to the extent applicable, the defendant’s defense history of similar cases; and (vii) whether a claim may be covered by insurance in each of the relevant litigation matters. We anticipate that a certain number of investments may default and will therefore seek to develop and maintain a portfolio for each client with varying par values and anticipated maturity dates. We believe that interest rates on borrower loans will generally be higher than

other alternative fixed income products with a similar risk profile. We base our pricing of the interest rate for each loan investment taking into account available market rates for transactions it believes are comparable, internal proprietary research, prior performance, the track record of the borrower and the individual characteristics of each investment. The terms of the clients’ litigation funding agreements are similarly tailored. Loans made to borrowers, when secured, are generally collateralized by the borrower’s fees from a basket of cases (settled or unsettled). We generally seek to perfect the lien on the collateral by making the requisite filings under the Uniform Commercial Code to perfect its security interest in the collateral supporting the loan and by requiring deposit account control agreements to perfect a security interest in the bank account of borrower into which borrower is required to direct or deposit fees from the specified cases. Not all security interests in the collateral supporting investments are perfected by such filings or agreements. Although borrowers may collateralize loans with their right to receive fees from client proceeds from civil lawsuits and similar litigation matters initiated in U.S. federal or state courts, borrowers may use the loan proceeds from clients’ investments for business expenses unrelated to those cases or matters for which the fees serve as collateral for the clients’ loan. We seek to obtain similar security arrangements with respect to the collateral underlying the clients’ litigation funding arrangements, although the application of rights and remedies under the Uniform Commercial Code to such arrangements is less certain. Recovery Fund Strategy. The Recovery Fund is party to a limited liability company agreement of a limited liability company (the “Investment Vehicle”). The purpose of the Investment Vehicle is to pursue certain Claims under the Medicare Secondary Payer Act and other applicable law. Our primary roles in the investment process with respect to the Recovery Fund include:

Initially we reviewed and approved the Claims included in the Recovery Fund’s economic participation through the Investment Vehicle, which involved a review of types of Claims, the potential assigning parties of such Claims, dates of service and responsible parties, and in certain limited circumstances we may elect (and have so elected) to change which Claims are included in the Recovery Fund’s economic participation through the Investment Vehicle;

Tracking and monitoring the performance of the portfolio to determine how specific characteristics affect the recovery value of the Claims and the timing of recovery;

Updating analysis process and valuation methodology based on the flow of empirical data from the portfolio, including through the use of an independent valuation agent;

Identifying loss or unrecoverable Claim drivers and adjusting valuation methodology to reflect experiential data, including through the use of an independent valuation agent;

Day-to-day management of the Investment Vehicle (as its manager), including overseeing: cash management and controls with the Recovery Fund’s administrator, valuation, tax reporting and audit processes and running of the Investment Vehicle’s cocounsel committee responsible for selection of co-counsel in pursuing claims; and

Monitoring, reviewing and negotiating potential liquidity opportunities with respect to the Recovery Fund’s assets.

Opportunity Fund Strategy. The Opportunity Fund is a member of an Arizona professional limited liability company law firm that is authorized as an ABS (the “ABS Firm”). The purpose of the ABS Firm is to acquire primarily automobile, truck, motorcycle, and other motorized vehicle accident cases nationally and co-counsel with accomplished co-counsel firms around the country to jointly pursue the cases (which co-counsel will generally be responsible for the caserelated expenses) and share in the legal fees from client recoveries. Our primary roles in the investment process with respect to the Opportunity Fund include:

Initial evaluation and modeling of the investment opportunity;

Non-legal management of the ABS Firm through providing managers on the ABS Firm’s board of managers, which is responsible for the overall operations and management of the ABS Firm (matters relating to legal representation of clients is managed by the ABS Firm’s compliance lawyer as required by Arizona law).

Despite our methodologies, investing in any securities or other investment type involves a risk of loss that any of our clients or any of the investors in our clients must be prepared to bear. Despite our thorough research and analysis, strategic relationships and comprehensive investment strategies, investing in general involves a risk of loss that our clients and investors in our master fund clients’ feeder funds must be prepared to bear. Please see below for an explanation of some of the significant risks associated with the investment strategies we employ. A more comprehensive list of risks associated with an investment in our master fund clients is set forth in the offering memorandum of each feeder fund. General Operational and Investment Risks Investment Risks in General. All investments risk the loss of capital. No guarantee or representation is made that our investment program will be successful. There can be no assurance that any investor will receive any distributions from our clients. Investment results may vary substantially over time and investors risk the loss of their entire investment. All of our clients’ investments have uncertainties and are considered speculative. Each investment is contingent on a counterparty’s ability to successfully run its business. Investment Judgment. The success of our investment program depends to a great extent upon our ability to correctly assess the profitability of investments and to ensure our clients’ compliance with applicable lending laws and regulations. There can be no assurance that we will accurately predict profitability. General Economic and Market Conditions. The availability of investments, and therefore our client’s profitability, will be affected by general economic and market conditions, such as interest rates, availability of credit, the rate of inflation, economic uncertainty, changes

in laws (including laws relating to lending activities and taxation of our clients’ investments), diseases, pandemics (e.g., COVID-19, as discussed below), natural disasters or other severe public health events, and national and international political circumstances. Other factors, such as changes in U.S. federal or state tax laws, U.S. federal or state securities laws, bank regulatory policies or accounting standards, may make lending activities less desirable. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the U.S. Congress, state governments, the U.S. Securities and Exchange Commission, the Federal Reserve Board, the New York Stock Exchange, the Financial Industry Regulatory Authority, Inc. or other governmental or quasi-governmental bodies, agencies and regulatory organizations may make the business of our clients less attractive. In addition, terrorist attacks, or the fear of or the precautions taken in anticipation of such attacks, could, directly or indirectly, materially and adversely affect specific businesses and certain industries in which our clients invest, or could affect the countries and regions in which the clients are invested, where we or borrowers have offices or where we or borrowers otherwise do business. Other acts of war (e.g., war, invasion, acts of foreign enemies, hostilities and insurrection, regardless of whether war is declared) could also have a material adverse impact on the financial condition of businesses, industries or countries in which we invest clients’ assets. Finally, natural disasters, epidemics and terrorist attacks can have the effect of compounding or exaggerating the impact of any of the specific investment risks noted above on our operations and our clients’ investments. Co-Investments with Third Parties. Our clients may co-invest with third parties through jointly owned acquisition vehicles, partnerships, or other structures. In such situations, such client’s ability to control its equity investments will depend upon the nature of the joint investment arrangements with such partners and the client’s relative ownership stake in such investments. Our clients may be a minority investor in these circumstances. In addition, such arrangements may restrict any such client’s ability to dispose of its investments for potentially significant periods of time. Such investments may involve risks not present in investments where a third party is not involved. A co-venturer or partner of any client may at any time have economic or business interests or goals which are inconsistent with those of such client and may be in a position to take (or block) action inconsistent with the client’s investment objectives. A Client may be liable for certain actions of its co-venturers or partners. Co-investments may also involve higher costs than other investments. Co-venturers or partners potentially may include Limited Partners and certain underlying investors. Any management fees or performance compensation received by us or our affiliates with respect to any co-investment will solely be that of that person, and will not be paid to, credited to, allocated to or otherwise shared with the relevant client(s). Projections. Clients may rely upon projections developed by us, the valuation agents, certain of our affiliates and or contracted third parties concerning one or more investment’s future performance and outcome. Projections are inherently subject to uncertainty and factors beyond our control. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability clients to realize projected values and outcomes.

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Litigation Finance Clients. As noted in Item 4 (Advisory Business), we provide investment management services (including cash management) to our Litigation Finance Clients. With the exception of WAM Series 1 – Virage Master LP, Series 5 – Virage Master LP, and Series 6 – Virage Master LP, each of the VCP Funds is a master-feeder fund structure that has a domestic feeder fund and one or more offshore feeder funds. Each of the Fund of Ones is a limited partnership established for a single limited partner investor. Each of our Litigation Finance Clients originates loans (or other funding arrangements) to borrowers and relies on Section 3(c)(7) of the Investment Company Act for an exclusion from registration as an investment company under that act. Recovery Fund. As noted in Item 4 (Advisory Business), we provide investment management services (including cash management) to the Recovery Fund in relation to its strategy of pursuing claims recoveries under the Medicare Secondary Payer Act and other applicable law. Historically the Recovery Fund has not been an investment company as defined by the Investment Company Act but following a transaction in May 2022 in which the Recovery Fund received securities of an issuer, the Recovery Fund now relies on Section 3(c)(1) of the Investment Company Act for an exclusion from registration as an investment company under that act. Opportunity Fund. As noted in Item 4 (Advisory Business), we provide investment management services to the Opportunity Fund in relation to its strategy of investing in an ABS. The Opportunity Fund relies on Section 3(c)(7) of the Investment Company Act for an exclusion from registration as an investment company under that act. With respect to the VCP Funds and the Recovery Fund, each master fund, and not the feeder funds, is our client because the feeder funds place all of their investable assets in one or more series of the applicable master fund. All investment activities for such funds are conducted at the master fund level where we act as the investment manager to each master fund.

This brochure is not an offer to invest in any of our clients or, as applicable, any of their respective feeder funds.

Our firm (or one of our affiliates) receives performance-based compensation (including, for the avoidance of doubt, carried interest distributions) from all of our clients. Please see Item 5 (Fees and Compensation) for a more detailed explanation of the performance-based compensation we receive. We do not manage any funds or accounts that do not pay performance-based compensation.

Neither our firm, nor any of our managers, officers or principals is registered as a broker-dealer or a representative of a broker-dealer or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither our firm nor any of our managers, officers or principals is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or is an associated person of any of the above.

Relationships with Pooled Investment Vehicles Our firm and our affiliate, Virage LLC, has sponsored the Litigation Finance Clients to which Virage LLC serves as the general partner. In addition, our firm and our affiliate, Virage Recovery LLC, has sponsored the Recovery Fund, also a private investment fund that we manage and to which Virage Recovery LLC serves as the general partner. Lastly, our firm and our affiliate, Virage BA GP LLC, has sponsored the Opportunity Fund, also a private investment fund that we manage and to which Virage BA GP LLC serves as the general partner. Our clients do not have independent management, although our offshore feeder funds have a majority of independent directors on their boards of directors. Although this arrangement generally gives us heightened control and discretion over our clients, we manage any potential conflicts of interest by adhering to the investment strategy and investment allocation policy discussed in their private placement memoranda or other governing documents. In addition, Virage LLC, Virage Recovery LLC, and Virage BA GP LLC as our clients’ general partners, entered, respectively, into each investment management arrangement with our firm. While these can be considered interested party agreements, the material terms of each investment management arrangement are fully disclosed to all investors in the client prior to their investment. Virage LLC, Virage Recovery LLC, and Virage BA GP LLC are each owned by Edward Ondarza and Martin Shellist. Neither of the foregoing persons is obligated to devote any specific amount of time to the general partner of our clients and our firm. Relationships with Lawyers or Law Firms Martin Shellist is a founder, Principal, Managing Director, and Head of Legal Review responsible for legal asset analysis for our firm. He is also a founder and Principal of Virage LLC. Mr. Shellist is also a founding partner of the law firm Shellist Lazarz Slobin, LLP, where he has been a managing partner since March 1994. Although Mr. Shellist maintains an affiliation with the firm and provides occasional advice, he no longer manages any cases or has any managerial duties with respect to the firm. Mr. Shellist is not obligated to devote any specific amount of time to the affairs of our clients and is not required to accord exclusivity or priority to our clients. Furthermore, while our clients are prohibited from making investments related to claims or cases administered by Shellist Lazarz Slobin, LLP attorneys, attorneys for Shellist Lazarz Slobin, LLP may be engaged in certain legal matters that may conflict with the interests of our clients or their investments or prohibit us from making certain investments on behalf of our clients entirely.

As noted in Item 4, the Opportunity Fund’s sole investment is in the ABS Firm, which is a law firm. Martin Shellist and Edward Ondarza are each a manager and member of the board of managers of the ABS Firm, and other of our personnel serve in capacities for the ABS Firm. In addition, Mr. Shellist and Mr. Ondarza and other principals and personnel of our firm have an economic interest in the ABS Firm through our affiliate, Virage BA LP (which interest is separate from the Opportunity Fund’s interest) which is entitled to certain distributions from the ABS Firm (the Opportunity Fund’s investment target) that are subject to the receipt by the Opportunity Fund of certain targeted distributions from the ABS Firm (as more fully described in the Opportunity Fund’s private placement memorandum)—see Item 5. These direct economic interests in the ABS Firm are in addition to the management fees and carried interest to which we are entitled from the ABS Firm distributions to the Opportunity Fund. Also as noted in Item 4 and above in this Item 10, our firm serves as investment manager to the Litigation Finance Clients that engage in direct lending or other funding arrangements to State Bar licensed attorneys for the purpose of financing or refinancing business expenses. Through our relationship with various co-counsel firms of the ABS Firm, we may (in our capacity as the investment manager of the Litigation Finance Clients Funds), decide that it is in the best interests of the Litigation Finance Clients to invest in co-counsel firms in the ABS Firm network through direct lending or other funding arrangements. Any fees we receive in connection with investments by the Litigation Finance clients in cocounsel firms that are also co-counsel with the ABS Firm do not offset fees we earn from the Opportunity Fund. Additionally, a conflict of interest could arise if a co-counsel firm of the ABS Firm defaults (or threatens to default) on a funding made by a Litigation Finance Client. In such cases, we would be obligated to pursue foreclosing on such defaulted loan or other transaction or exercise other rights and remedies available to it, notwithstanding any potential negative implications to the ABS Firm or the Opportunity Fund. Should we decide to foreclose on a defaulted transaction, the ABS Firm’s share of fee awards obtained by such co-counsel firm could be jeopardized and/or such co-counsel firm may desire to sever its relationship with the ABS Firm. We do not recommend or select other investment advisers for our clients.

Trading As an investment adviser, our firm stands in a position of trust and confidence with respect to our clients, our investment funds. Our firm has a fiduciary duty to place the interests of our client funds before the interests of our firm and our firm’s employees and must not subordinate the interests of our client funds to those of our firm and our firm’s employees, subject to our clients’ informed consent (which may require the client fund investors’ informed consent) of any material conflicts of interest. All of our personnel must put the interests of our clients before their own personal interests and must act honestly and fairly in dealings with our clients. All of our personnel must also comply with all federal and other applicable securities laws.

To promote our fiduciary duties and legal obligations, our Code of Ethics contains policies regarding gifts and entertainment, outside business activities, political contributions, reporting violations and disciplinary action. We will provide a copy of our Code of Ethics to any client, or investor in a client, or prospective client or prospective investor upon request. As part of our Code of Ethics, we have adopted a personal trading policy requiring all of our employees to disclose all holdings in personal accounts and all personal securities transactions in a timely manner. Our portfolio managers will occasionally, under exceptional circumstances, determine that it is in line with certain clients’ investment strategies and in the best interest of our clients to have one client purchase a security from another client that is selling the same security, otherwise known as a “cross trade.” Cross trades may create conflicts of interest because they are not independently negotiated and may provide an opportunity for an investment adviser to collect related commissions. However, we do not take any commissions or fees in connection with effecting cross trades between our clients. Our chief compliance officer must approve all cross trades in advance. Our personnel invest their personal funds in our clients, and other unaffiliated private funds, and, therefore, hold the same securities as the investors in our clients. As described above and further in our Code of Ethics, we have established procedures designed to limit conflicts of interest in cases where our employees may buy or sell, for themselves, securities that we recommend to our clients. Our Code of Ethics prohibits our employees from actively buying or selling securities for their own accounts securities that we are currently recommending that our clients buy or sell.

We have complete investment and brokerage discretion over our clients’ accounts. Currently, we use brokers only for the Recovery Fund, which holds only securities of a single public company. In selecting broker-dealers and determining the reasonableness of their commissions for our clients’ transactions, we consider the following factors, among others:

a broker-dealer’s quality of execution,

a broker-dealer’s ability to effect the transaction,

a broker-dealer’s trading expertise and volume,

a broker-dealer’s facilities,

a broker-dealer’s reliability,

a broker-dealer’s reputation, financial responsibility and stability,

a broker-dealer’s willingness and ability to commit capital,

the nature and extent of a broker-dealer’s customer service,

a broker-dealer’s general responsiveness,

a broker-dealer’s access to underwritten offerings and secondary markets,

any research-related services and equipment provided by a broker-dealer, and

the overall cost of a trade, including commissions.

If we determine, in good faith, that any commissions a broker charges or the prices a dealer charges are reasonable in relation to the value of services that we and our clients receive, our clients may pay commissions or prices that are greater than those another broker or dealer might charge. We do not utilize research or other “soft dollar” benefits provided by brokerage firms and do not currently intend to do so in the future. Because we do not currently engage in soft dollar arrangements, we do not have any procedures to direct client transactions to broker-dealers in return for soft dollar benefits. We do not consider referrals in selecting or recommending broker-dealers. As all of our clients are private investment funds that we manage, we will select all brokerdealers for our clients, if any. Trade Aggregation and Allocation – Litigation Finance Clients Because our Litigation Finance Clients generally follow the same investment strategy, they tend to participate in the same types of investment opportunities. If an investment opportunity is too large for a single client based on its available capital, it will be allocated to the next client in the rotation. If there is more than one client with available capital to invest, and the investment opportunity is for less than $2 million, each such transaction will be allocated to the Litigation Finance Client with capital to invest sequentially, in the order the transactions are executed. Such rotation sequence will occur for all executed transactions until the relevant investment opportunity has been fully allocated. If all the transactions cannot be completed during a single calendar day, the allocation process will resume the next day beginning with the next relevant client in the allocation sequence. If a transaction is $2 million or more and more than one Litigation Finance Client has capital available to invest, the Litigation Finance Clients will co-invest in the opportunity, normally by each investing through a special purpose vehicle or other means of participation (e.g., a

participation agreement with a special purpose vehicle). The amount each Litigation Finance Client will invest is determined by dividing the aggregate investment amount by the number of participating Litigation Finance Clients. If the investment amount is too large for any participating client, that client will invest its maximum permissible amount and the balance will be divided evenly between the remaining Litigation Finance Clients until the total investment required is committed. Loan Refinancing and Allocation of Repayments From time to time borrowers have refinanced an existing loan (or consolidated multiple loans) or increased funding under an existing loan, and borrowers may do so in the future. In such circumstances, we view the refinancing, consolidation or increased funding as a new investment opportunity, conduct additional underwriting (which may involve additional borrower collateral, certain changes to the terms of the existing loan or other considerations) and apply the investment allocation policy described above. In certain instances at our and the relevant borrower’s discretion, a refinanced or consolidated loan may result in “legacy interest,” i.e., previously accrued interest that is not capitalized and included in the principal amount of the resulting new loan, but rather is immediately accrued and outstanding at the inception of such new loan for the sole benefit of the original participating Litigation Finance Client, which may result in the pro rata ownership of the total outstanding interest being in a different ratio than the ownership of the principal amount, as described in more detail below. A refinancing, consolidation or incremental funding is typically achieved by a borrower’s existing loan (or loans) being amended and restated, consolidated, or replaced by a new loan for the additional loan amount. When this occurs, a Litigation Finance Client that was a participant in the original loan (or loans) could have a participation percentage in such new loan that is lower than its participation percentage in the original loan (or loans). However, the total capital exposure and anticipated interest generated from such client’s original investment will not decrease (and, in the instance where interest is capitalized, the anticipated interest generated will increase). For example, for those such clients that have existing exposure to a loan but no available capital for the increased funding or refinancing of such loan, such client’s relative share of the aggregate exposure to such loan of all clients will decrease because its participation percentage in the total loan has decreased, but the amount of capital at risk and earning interest generally does not, and may even increase (accrued interest at the time of such transaction is typically capitalized, other than in the case of “legacy interest,” as described above). Any transaction that would result in one Litigation Finance Client replacing another client’s entire exposure to a loan is expected to be rare. The consummation of any such transaction would require that it be in the interests of both participating clients (with any additional disclosure and investor approvals as may be deemed necessary) to participate in such transaction. Our repayment allocation policies and procedures govern the repayments made to the multiple clients co-investing in a loan (through a special purpose vehicle or otherwise). For any loan that is owned by more than one client, interest payments on such loan are allocated pro rata to the relevant clients based on each such clients’ allocable portion of the total outstanding interest attributable to the loan. This amount will equal the ownership percentage of the original principal amount originated for such loan (as opposed to just the interest on

the loan), unless there is “legacy interest” attributable to the loan. In cases involving legacy interest, because the interest payments on the loan will be allocated pro rata based on total outstanding interest (i.e., legacy interest and accrued interest), the clients entitled to the legacy interest will be instead allocated a larger relative portion of such interest payments so that all clients participating in the loan will receive payment in full of their outstanding interest at the same time (as opposed to allocating the interest payments on a pro rata basis based strictly on the percentage of the loan owned by each Litigation Finance Client, which would result in a client not entitled to any legacy interest receiving payment in full of its outstanding interest first).

Our firm does not, nor do any principals or employees of our firm, receive any economic benefit from non-clients for providing advisory services to our clients. Our firm does not, nor do any principals or employees of our firm, compensate anyone for client referrals.

Neither our firm, nor any of our managers, officers, or principals has been involved in any investment-related criminal actions in a domestic, foreign, or military court that would be material to an evaluation of our firm’s advisory business or the integrity of our firm’s management. On April 3, 2020, the California Department of Financial Protection and Innovation (formerly, the Department of Business Oversight of the State of California) revoked the license of Virage Master LP under the California Financing Law due to an administrative oversight involving a delayed annual filing. On May 13, 2020, the license was reinstated pursuant to a consent order and payment of a $6,500 administrative penalty. Other than the matter described above, neither our firm, nor any of our managers, officers or principals has been involved in any administrative proceedings before the Securities and Exchange Commission, any other federal regulatory agency, any state regulatory agency or any foreign financial regulatory authority that would be material to an evaluation of our firm’s advisory business or the integrity of our firm’s management. Neither our firm, nor any of our managers, officers or principals has been involved in any self-regulatory organization proceedings that would be material to an evaluation of our firm’s advisory business or the integrity of our firm’s management.

We maintain comprehensive review procedures for the ongoing monitoring of portfolio investments. In connection therewith, we typically conduct monthly reviews of all investments held by our clients. All investment and operational staff participate in the ongoing monitoring of the client’s portfolios, although responsibilities vary by individual. We frequently monitor portfolio investments for events that have a material impact on our original investment thesis. Any change to an investment thesis necessitates a review by the managers of the merits of the investment. Changes in valuation and underlying borrower fundamentals will generally trigger a review by portfolio managers. Investors in all of our clients receive written monthly statements that contain performance information for the applicable feeder fund and audited written annual reports. In addition, investors generally also receive unaudited written monthly reports of the performance of the feeder fund in which they have invested.

While it is our firm’s general practice not to accept or maintain physical possession of any of our clients’ assets, we are deemed to have custody of their assets under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, because we have the authority to access clients’ funds and deduct fees and expenses from clients’ accounts. In order to comply with Rule 206(4)-2, we utilize the services of a bank to hold all cash for our clients’ accounts. We also ensure that the bank maintains these funds in accounts that contain only clients’ funds or assets. Securities held by the Recovery Fund are maintained with a

broker. The Opportunity Fund holds uncertificated interests in the ABS Firm. Although the Litigation Finance Clients hold uncertificated securities, we utilize the services of a qualified custodian (as defined under Rule 206(4)-2) to maintain custody of all of our Litigation Finance Clients’ assets, and expect to use such qualified custodian to maintain custody of all of our Litigation Finance clients’ assets in the future. We also ensure that the qualified custodian maintains these assets separately from other assets held by the qualified custodian. In accordance with Rule 206(4)-2, with respect to our clients and, potentially, with respect to new clients in the future, we also (1) engage an outside auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB) to audit our clients at the end of each fiscal year and (2) distribute the results of the audit in audited financial statements to all investors in our clients within 120 days after the end of the fiscal year.

Scope of Authority Our firm accepts discretionary authority to manage our clients’ securities accounts. Essentially, this means that we have the authority to determine, without obtaining specific client consent, which securities to buy or sell and the amount of securities to buy or sell. Despite this broad authority, we are committed to adhering to the investment strategy and program set forth in each of our clients’ private placement memorandum or other governing documents. We advise certain of our Fund of One clients on a non-discretionary basis with respect to the making of investments, meaning we must seek the approval of such clients before making an investment on their behalf. However, our firm retains discretionary authority with respect to the disposition of investments in accordance with the investment strategy and program set forth in their respective governing documents. Procedures for Assuming Authority Before accepting their subscriptions for interests, we provide all investors in our clients with a private placement memorandum and other governing documents that set forth, in detail, our investment strategy and program and the terms of investment for investors. By completing our subscription documents to acquire an interest in one of our client funds, investors (other than certain of our Fund of One clients that retain discretion over the making of investments) give us complete authority to manage their investments in accordance with the private placement memorandum and governing documents they each received. In addition, under investment management agreements with each client fund, all of our clients (other than certain of our Fund of One clients with respect to the making of investments) have granted our firm full power of attorney over their assets, which gives us the right to pursue their investment programs at our full discretion and all rights, privileges and powers of ownership with respect to their assets.

Even though we have complete authority to manage our clients’ existing investments, which would include the authority to vote proxies, our clients (other than the Recovery Fund) do not typically receive proxy solicitations due to the nature of their investments. Should we ever need to vote a proxy for one of our clients, and for any proxies received by the Recovery Fund, our policy is to vote proxies solely in the interests of our clients. If any of our clients make investments which would cause them to receive proxies, we would not allow them (or their investors) to direct our vote. Generally, we believe that a company’s management is best suited to make decisions that are essential to the ongoing operation of the company. Therefore, we would generally vote proxies in line with a company’s management. However, under certain circumstances, if we believe that management’s proposal is not designed to maximize value for our clients, we will vote against management. If we believe that a conflict may exist between our firm or any of our employees and our client in connection with voting a client’s securities, we will engage a third-party voting firm to make the vote on behalf of the client. Upon request, any of our clients or any of the investors in our clients can obtain (1) a copy of our proxy voting policies and procedures and (2) information concerning proxy votes on its behalf (if applicable).

We do not require nor do we solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We are not aware of any financial condition that is likely to impair our ability to meet our contractual commitments to our clients. Our firm has never been the subject of a bankruptcy petition.