Legalist: investment adviser

Legalist registered as an investment adviser with the SEC in December 2019. Legalist invests the Funds’ assets in three principal strategies: Litigation Finance, Bankruptcy/Debtor-in-Possession (or “DIP”) Finance, and Government Receivables Finance. For its Litigation Finance strategy, Legalist generally advances funds on a nonrecourse basis to pay legal fees, costs, and working capital for plaintiffs and/or counsel in commercial litigations and other proceedings (“Litigations”) in exchange for a portion of any recovery if the Litigations are successful. Advanced funds are used for (among other things) attorneys’ fees, discovery costs, and advances on judgment/settlement payments. For its DIP Finance strategy, Legalist typically provides capital to companies that have filed for relief under title 11 of the U.S. Code (the “Bankruptcy Code”). This capital is used to fund administrative expenses (including retaining legal, financial, and other advisors) and other costs of reorganizing or liquidating under the Bankruptcy Code. DIP Finance investments are typically secured by all-asset liens and repayable upon confirmation of a debtor’s bankruptcy plan. For its Government Receivables Finance strategy, Legalist advances funds to local, state, and federal government contractors and other payees, with repayments secured by an investment counterparty’s underlying right to payment (“Government Receivables”) from various government agencies, among other collateral. Advanced funds are used for (among other things) working capital and other costs of performance, which in turn generate Government Receivables that fund repayments. Government Receivables Finance investments are generally structured as term or revolving credit facilities with durations of around one year, generally subject to renewal. The investment objectives, strategies, terms, conditions, and restrictions applicable to the Funds are described in their respective Limited Partnership Agreements or other relevant governing documents (collectively, “Governing Documents”). This Brochure provides only summaries of the subjects of the Items below. Investors should refer to the relevant Governing Documents for more detailed information regarding matters described in this Brochure. Legalist does not participate in any wrap-fee program. As of March 31, 2026, Legalist had approximately $1.9M in assets managed on a discretionary

basis and $430,000,000 on a non-discretionary basis.

Typically, each Fund’s GP receives carried-interest distributions from crystallized Fund profits, less expenses and fees, after return of investors’ contributed capital, either annually or over the Fund’s life. Carried interest is negotiable and varies by Fund but is typically 20.00% of the Fund’s net profits (typically subject to clearing a hurdle rate of at least 5.00%). Such fees and compensation are typically deducted from investors’ capital accounts in the Funds. As described in greater detail in the Funds’ respective Governing Documents, each Fund is responsible for its own costs and expenses, including (without limitation) organization costs, taxes, custodial and bank fees, legal and accounting fees, and the fees of the Fund’s administrator, together with the Fund’s pro rata share of certain services and products (e.g., insurance coverage) that Legalist obtains on the Funds’ behalf. From time to time, Legalist and/or its affiliates (including a Fund’s general partner) may receive fees, compensation, or other economic benefits in connection with the servicing, organization, and administration of a Fund. Such compensation may include, without limitation, structuring or diligence fees, and servicing or administrative fees. In addition, Legalist and its affiliates may receive proceeds or other value in connection with the realization, monetization, or disposition of investments (including legal claims, judgments, settlements, receivable-based assets). Legalist personnel or affiliates may also receive compensation in connection with providing services to, or participating in, investment-related entities. To the extent required by the applicable Fund’s governing documents, it is generally Legalist’s policy that all or a portion of such fees, compensation, or proceeds will be applied as a credit to offset the management fees otherwise payable by the Fund. To the extent such credits exceed the management fees payable for a given period, such excess may, where applicable, be carried forward and applied against future management fees. Legalist’s relationship with each Fund is typically terminable, depending on its partnership agreement, upon termination of the applicable investment-management agreement, expiration of the Fund’s term, or dissolution of the Fund. Investors in a Fund generally may not withdraw their capital from the Fund until it is dissolved. Subject to the specific provisions of each Fund’s

partnership agreement, in the event of termination, any quarterly fee otherwise payable to Legalist typically would be prorated; in the event of withdrawal, such fee would not be prorated. Legalist and/or the GPs will only receive performance-based compensation if the receipt of such compensation complies with Rule 205-3 under the Advisers Act.

To address this conflict, Legalist has procedures designed and implemented to provide reasonable assurance that all clients are treated fairly and equally. Specifically, and subject to its Investment Allocation Policy and/or other applicable policies and procedures, Legalist typically prorates investment opportunities within a strategy across the relevant Funds.

Each Fund’s Governing Documents impose a minimum contribution for investment, which may vary from Fund to Fund, and is subject to Legalist’s sole discretion to waive the minimum investment or contribution amount with respect to any Fund. In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified client” as defined by Section 205 of the Advisers Act and Rule 205-3 thereunder.

Because information in such databases is often entered manually, it may require extensive parsing and cleaning to be translated into machinereadable variables. Cleaning, processing, and normalizing data represents a substantial majority of Legalist’s engineering work. This process uses object-oriented programming and third-party application programming interfaces to standardize and augment data sources. The processed data are highly structured (as compared to their initial sources), with a mix of source, derivative, and interaction variables. These are then used to source potential Fund investments. Legalist’s sourcing technology then selects opportunities identified for potential investment using automated selection criteria that track key target indicators and other signals (varying across its three strategies) to conduct outreach to potential counterparties. All ultimate investment decisions follow underwriting and due diligence, and presentation to and approval by the relevant Legalist investment committee, by Legalist’s investment teams. The investment methods and strategies summarized above represent Legalist’s current intentions, are general in nature, and are not exhaustive. Subject to any express limitation in a Fund’s partnership agreement, Legalist may pursue other objectives and/or use other techniques that it considers appropriate and in the Fund’s best interest. Investing in Litigation Finance, DIP Finance, and Government Receivables Finance involves risk of loss that the Funds’ investors should be prepared to bear. Below are some of the risks that investors should consider before investing in any vehicle that Legalist manages. Such risks could (i) materially and adversely affect investment performance and the value of any interest held in any such vehicle and/or (ii) cause the Funds’ investors to lose substantial amounts of money. Below is only a brief summary of some risks that the Funds and/or their investors may encounter. Potential investors in a Fund should review the Fund’s offering documents carefully and entirely and consult with their professional advisers before deciding whether to invest.

The Funds may not achieve their investment objectives. Legalist’s investment strategies and methods may not succeed, and the Funds and their investors may lose some or all of their investments.

Legalist has a limited operating history on which prospective investors may evaluate its

performance.

The Funds’ success depends on the skill and acumen of Legalist and its investment personnel. They have limited experience in investing in Litigation Finance, DIP Finance, and Government Receivables Finance; operating an investment-management firm; and managing investment funds. They also devote substantial time to other activities (both within and outside Legalist), including expanding the scope of Legalist’s business and investing in opportunities without presenting such opportunities to the Funds and/or their investors – in certain instances, even when such opportunities may be appropriate for a Fund. If any key employee of Legalist should cease to participate in its activities, Legalist’s ability to select attractive investments and manage the Funds’ portfolios may be impaired severely.

Legalist depends on multiple data sources to identify potential investments. If such sources limit, curtail, or suspend their provision of information, Legalist’s ability to identify potential investments for the Funds will be impaired. Legalist cannot confirm the completeness, genuineness, or accuracy of the information it obtains from its data sources about potential investments. Indeed, complete and accurate information about a potential investment is not readily available, and Legalist can never learn all relevant information regarding a potential investment. Legalist’s underwriting and due diligence of a potential investment may not reveal or highlight all facts relevant to evaluating it. Legalist may misinterpret or incorrectly analyze the information available to it, and any investigation (however thorough) will not necessarily lead to a successful investment.

Identifying which potential investments in Litigation Finance, DIP Finance, and/or Government Receivables Finance will be profitable is very difficult. A given investment may prove not profitable, notwithstanding the skill and experience of those involved in underlying Litigations, bankruptcy cases, or activities generating Government Receivables. Legalist cannot assure investors that it will succeed in investing the Funds’ capital in profitable matters in the asset classes in which it seeks to invest.

Legalist’s data-collection and -analysis systems and operations are dynamic and complex. The technology used in originating investments relies on large quantities of data obtained from external sources. Legalist also relies heavily on internal and third-party computer hardware and software and other technologies to identify potential investments. Legalist may not be able to quantify the risks or verify the reliability of third- party systems. Disruptions and/or corruptions of data systems or other technology resources may make it difficult or impossible to invest successfully. In addition, various events (including natural disasters, terrorist activities, cybersecurity attacks, and public-service or utility disruptions caused by fires, floods, earthquakes, systems failures, or other extraordinary circumstances) could all materially impair Legalist’s ability to use its technology and adversely affect the Funds.

In each of the three strategies Legalist pursues, investments are illiquid – meaning that no significant secondary market currently exists or can be expected to develop.

Significant time may be required before the Funds’ capital will be fully invested, during which period investors will realize little (if any) return on their investments. Once investments are made, several years may pass until full resolution. Often even longer

periods may elapse before any cash proceeds are paid. In each of the three strategies that Legalist pursues, investments may be unpredictable and very often continue for periods far longer than expected. For certain Funds, a substantial period of time may pass between when investors make capital contributions and significant distribution of profits generated from the Funds’ investments will be made.

After initial investments are made, the Funds’ investments may require additional funding. Additional funds may be necessary to allow an investment to proceed as originally contemplated. Legalist may decide not to provide additional funds to such an investment, whether because a Fund does not have available capital to do so, because an additional investment would create an overweighting in the Fund’s portfolio, or because Legalist determines that the risk profile of the investment no longer meets the Fund’s selection criteria. Funds from other sources may also not be available. In any event, lack of adequate funding may materially and adversely affect the likelihood of an investment’s being profitable (or as profitable as originally expected).

Legalist will not have any right to participate directly in the underlying matters (e.g., the conduct of a Litigation or activity generating a Government Receivable) in which the Funds invest. Legalist may have limited information about the status and progress of an investment, which may resolve for amounts that fall far short of Legalist’s initial expectations, reducing or eliminating any profit a Fund may realize.

The Funds will compete for opportunities against other groups, including other funders of Litigations, bankruptcy cases, and/or activity generating Government Receivables; institutional investors; and investment funds managed by larger and better-capitalized investment advisers. Such competition may adversely affect the terms Legalist is able to negotiate for the Funds’ investments and may prevent it from finding enough attractive investment opportunities meeting the Funds’ investment objectives.

Adverse changes in general economic and market conditions, as well as in tax and other regulations, can adversely affect the progress and ultimate outcomes of the Funds’ investments. No such development is within Legalist’s control. It may not anticipate them, and it is impossible to predict with any assurance the effects they may have on particular investments. Unanticipated economic or regulatory developments also decrease the likelihood that investments will proceed as predicted.

Legalist and the Funds have contractual agreements with various service providers, including banking partners and fund administrators, to perform various functions or effect certain transactions. If these entities default on their obligations, Legalist, the Funds, and their investors may be adversely affected.

In certain circumstances, the Funds have the power to borrow funds and may do so when deemed appropriate by Legalist, including to enhance a Fund’s returns. Under such circumstances, the Funds may borrow funds from brokers, banks, and other lenders to finance a Fund’s investment operations, which borrowings may be secured by assets of a Fund. Leverage may be obtained, directly or indirectly through one or more special purpose vehicles or other structures, through one or more lines of credit or credit facilities (including,

without limitation, subscription facilities) secured by assets of a Fund. The use of such leverage can, in certain circumstances, maximize the losses to which a Fund’s investment portfolio may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that an asset or a Fund is leveraged. The cumulative effect of leverage by a Fund in a market that moves adversely to the Fund’s investment could result in a substantial loss, which would be greater than if the Fund were not leveraged. Conversely, the use of leverage can exaggerate positive upswings in a Fund’s performance, even though such interim gains may not ultimately be realized by a Fund. Where permitted, leverage may be achieved through, among other methods, direct borrowing. A Fund’s access to capital through leverage and borrowing could be impaired by market forces and regulatory changes.

Misconduct by Legalist, its employees, the GPs, or service providers to the Funds could cause significant losses to a Fund. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, the improper use or disclosure of confidential information, non-compliance with applicable laws or regulations, and the concealing of any of the foregoing. Such misconduct could result in litigation or serious financial harm, including limiting a Fund’s business prospects or future marketing activities, and may also result in reputational damage, litigation, business disruption, and financial losses to a Fund. Legalist has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurance can be given that Legalist will be able to identify or prevent such misconduct.

Each Fund will generally indemnify Legalist, its GP, and their affiliates and hold them harmless from expenses and damages they incur that arise out of or in any way relate to or are incidental to the Fund, absent actual fraud, intentional wrongdoing, or gross negligence.

The Funds incur significant organizational, operating, and transaction costs, which may reduce their investment capacity and potential for profitability.

The GPs may establish Fund reserves, in their discretion, for prospective liabilities and obligations, which could reduce amounts distributable to Fund investors for significant periods of time.

The Funds expect to distribute primarily cash to investors and do not intend to make distributions in kind. Distributions in kind, if made by the Funds to investors (subject to the Funds’ Governing Documents), involve certain risks. In the event that distributions are made of property other than cash, the amount of any such distribution shall be accounted for and valued as provided in the respective Fund’s partnership agreement, although there is no guarantee that such investments will ultimately be realized at such valuations. Investors may incur costs and expenses associated with disposing of such investments, which would reduce the cash investors would ultimately receive. Investments distributed in kind may not be readily marketable or saleable and may have to be held by investors for an indefinite period of time.

Legalist, its affiliates, and/or its employees may come into possession of information that could be construed as material non-public information concerning specific investments.

Under applicable securities laws, this may limit Legalist’s flexibility to make certain investments on behalf of the Funds or otherwise use such information for the benefit of the Funds. Legalist will take appropriate precautions to prevent and limit the sharing of information, and such use of information will be subject to policies and procedures designed by Legalist to mitigate the effect of such potential conflicts of interests.

Investors are generally not permitted to withdraw from the Funds, except as of the applicable withdrawal date and subject to the restrictions, conditions, and limitations described in a Fund’s Governing Documents. In many cases, the Funds may not make distributions to investors for a significant time after capital is contributed. Due to such withdrawal limitations, an investor’s investment in a Fund may be adversely affected by the performance of the relevant Fund before an investor can fully withdraw its capital account in such Fund. Investors may be unable to transfer their interests in the Funds (other than to affiliates), even in an emergency.

Legalist typically invests substantially all of a given Fund’s assets in a single strategy and, in some cases, assets may be further concentrated by industry or otherwise. Such lack of diversification may greatly increase the risk of loss.

A Fund may act with respect to an investor’s investment proceeds or distributions as it considers appropriate under applicable legislation and regulations, including (without limitation) the Foreign Account Tax Compliance Act, and legislation, regulations, or guidance that seeks to implement tax reporting and/or withholding tax regimes. Failure by an investor to assist a Fund in meeting its obligations thereunder may result in pecuniary loss to that investor.

Legalist’s investment activities could cause adverse tax consequences to Fund investors, including liability for interest and penalties. An audit adjustment to a Fund’s tax return could result in a tax liability (including interest and penalties) imposed on the Fund (and its investors) for the year during which the adjustment is determined.

Federal, state, and foreign governments may increase regulation of investment advisers, private investment funds, and investors or investments in Litigation Finance, DIP Finance, and/or Government Receivables Finance. Each may increase the time and resources that Legalist must devote to regulatory compliance, to the detriment of investment activities.

Legalist’s activities may cause an account that is subject to ERISA to engage in a prohibited transaction thereunder.

Legalist, its affiliates, or its employees may, in limited circumstances, spend time on activities that compete with a Fund, including (without limitation) investing for other Funds and their own accounts, in accordance with Legalist’s compliance policies and subject to such restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Legalist, as well as participation in other business activities. If Legalist, an affiliate, or an employee receives better compensation and other benefits from managing other assets or Funds, or participating in other business activities, Legalist, the affiliate, or the employee may have an incentive to allocate more time to such activities,

which may influence Legalist not to make investments for a Fund – even if such investments would benefit the Fund’s investors.

In certain circumstances, the principals and employees of Legalist may be permitted to invest in the same securities as the Funds. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, members, partners, or employees of Legalist that are the same as, different from, or made at a different time than positions taken for the Funds, and there is a possibility that such persons (i) might benefit from market activity by the Funds or other accounts in a position they both hold or (ii) may hold positions potentially in conflict with positions held by the Funds. In addition to trading in personal accounts, Legalist, its principals, and its employees may from time to time invest their capital on a proprietary basis to incubate or develop new investment strategies. Such proprietary accounts will be subject to policies and procedures designed by Legalist to mitigate the effect of such inherent conflicts of interest.

Conflicts may arise if multiple Funds make investments together, or if a Fund invests in an investment in which another Fund is already invested. Investment opportunities may be appropriate for various Funds at the same, different, or overlapping times. Conflicts may arise in determining the terms of investments, particularly if different Funds invest at different times in the same investment. There can be no assurance that a Fund’s return on an investment would be equal to and not less than another Fund participating in the same investment.

To the extent permitted under applicable law, the Funds may engage in certain transactions with their affiliates, provided that the terms thereof are determined at arm’s length and are commercially reasonable, as determined by the respective GP in its reasonable discretion. In furtherance thereof, Legalist may, on behalf of a Fund, for liquidity, portfolio rebalancing or trade allocation reasons, purchase investments from, sell investments to, or enter into agreements with other Funds (i.e., “cross transactions”). The terms of any such cross transactions will be commercially reasonable and will not be materially less favorable to a Fund than those available in the market. Legalist will receive no special fees or other compensation in connection with cross transactions. Expenses incurred in a cross transaction will be allocated equitably at the discretion of Legalist between the Funds that are parties to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably at the discretion of Legalist between the relevant Funds.

From time to time, the Funds may engage in principal transactions and certain other relatedparty transactions. In no event shall any such transaction be entered into unless it complies with applicable law. In such an event, the respective Fund may seek that its advisory board act as the agent of the Fund to give or withhold any consent of the Fund required under applicable law (subject always to applicable law), including, but not limited to, a transaction in which Legalist causes the Fund to purchase securities or other instruments from, or sell securities or other instruments to, Legalist or its affiliates.

Legalist, or its GPs on behalf of the Funds, may from time to time enter into side letters with one or more investors that provide such investors with additional or different rights (including with respect to access to information, liquidity terms and economic terms) than

such investors have pursuant to a Fund’s Governing Documents. Certain of these investors may have legal or other economic links with the Funds or Legalist. As a result of such side letters, certain investors may receive additional benefits that other investors will not receive.

From time to time and at their discretion, Legalist or its GPs may present investors with opportunities to co-invest in Fund investments alongside a Fund, including through one or more vehicles now existing or hereafter created. In such an event, the Funds may not be in a position to unilaterally control such investments or exercise certain rights associated with such investments. Although such co-investments may be on the same terms as an investment by the Funds, potential conflicts are inherent in, and arise from, Legalist or a GP’s discretion in determining when to make such opportunities available to existing investors in the Funds or other third-party investors. In addition, once such co-investments are made, the Funds’ interests and those of co-investors have the potential to subsequently diverge as market conditions shift or other opportunities become available. Further, it is possible that a coinvestor may have financial difficulties resulting in a negative impact on the investment. If a co-investor defaults on its funding obligations, the Fund(s) may have difficulty making up the shortfall from other sources and may be required to make additional contributions to replace such shortfall, thereby reducing portfolio diversification. Any default by such coinvestor could have an adverse effect on a Fund, its assets, and the interests of its investors. In addition, the Funds may be liable for the actions of their co-investors. Although Legalist and its GPs will attempt to limit the liability of the Funds through contractual arrangements and by reviewing the qualifications and previous experience of prospective co-investors, it will not necessarily undertake private investigations of all prospective co-investors.

Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the Funds, and because co-invest opportunities generally appeal to Fund investors and third parties, Legalist expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the Funds. In addition, the allocation of expenses across relevant Funds or co-investment vehicles may not be proportional, and any such determinations involve inherent matters of discretion, or in certain circumstances determining whether a particular expense has greater benefit to the Funds or Legalist.

Valuations of the Funds’ investments may involve uncertainties and judgmental determinations, and if such valuations should prove to be incorrect, the net asset value of a Fund could be adversely affected. The Funds’ investments are generally not listed on established exchanges, which may cause the fair market value of such securities to be difficult to accurately determine. Furthermore, even for listed securities, Legalist and the relevant GP may determine that the listed prices of the securities as determined in accordance with Legalist’s valuation policies do not reflect the actual value of the securities, and Legalist may make such appropriate and reasonable modifications thereto to reflect the value of the securities, including to reflect liquidity conditions or other factors affecting such value. Third-party pricing information may at times not be available regarding certain securities. Valuation determinations made by Legalist will be conclusive and binding and may affect the amount of the management fee and performance allocation charged to investors.

The performance of the Funds could be impacted by acts of God or other unforeseen and/or uncontrollable events (collectively, “Disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These Disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in its suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region (including ones in which the Funds do not invest) will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such Disruptions on Legalist, its Funds, and any underlying portfolio company’s operational and financial performance will depend on many factors, including the duration and scope of such Disruptions, the extent of any related travel advisories and restrictions implemented, the impact of such Disruptions on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity, and the extent of its interference with important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A Disruption may materially and adversely impact the value and performance of any investment, the Firm’s ability to source, manage and divest investments, and our ability to achieve its Investors’ investment objectives, ultimately resulting in significant losses to Clients and investors. In addition, there is a risk that a Disruption will significantly impact the operations of Legalist, its Funds, and their underlying portfolio companies, or even temporarily or permanently halt their operations.

Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Legalist and the Funds. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render Legalist’s models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Legalist and the Funds make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect Legalist, the Funds, and their operations. Additionally, Legalist and the Funds could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to Legalist, use AI Technologies in their business activities. Legalist will not be able to control the use of AI Technologies in third-party products or services, including those provided by Legalist and its affiliates’ service providers. Additionally, Legalist and its personnel reserve the right to use AI Technologies in connection with Legalist’s business activities, including supporting Legalist’s due diligence and investment activities, in accordance with policies the Firm may adopt from time to time. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and

any inaccuracies, deficiencies or biases in this data could lead to errors affecting Legalist’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Legalist and the Funds. The above is only a brief summary of some of the important risks that a Fund investor may encounter. Before deciding to invest in a Fund or other vehicle that Legalist manages or advises, you should consider carefully all of the risk factors and other information in the Fund’s Governing Documents, together with all other information Legalist provides. Investors in the Funds should be aware that it is impossible to predict the full range of situations in which actual or potential conflicts of interest may arise among the Funds. Accordingly, this summary cannot be, and is not intended to be, exhaustive.

Legalist believes such potential conflicts are alleviated (but not necessarily eliminated) because (1) Compound operates independently of Alternativ and Mr. Haigh is not actively involved in Compound’s day-to-day investment decisions and (2) all Legalist personnel involved in decisionmaking for the Funds are required to act in the Funds’ best interests, in furtherance of Legalist’s duties of care and loyalty to the Funds. Registered Broker-Dealers Neither Legalist nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Registered Futures Commission Merchants, Commodity Pool Operators and Commodity Trading Advisors Neither Legalist nor any GP is registered, or has an application pending to register, as a registered futures commission merchant, commodity pool operator, or commodity trading advisor. Selection or Recommendation of Other Advisers Legalist will not recommend or select other investment advisers for its Funds. Legalist will not have business relationships with other advisers that create a material conflict of interest in relation to its Funds. Related GPs Various affiliated entities will generally serve as GPs, and Legalist’s principals will generally serve as these entities’ managing members. For a description of material conflicts of interest created by the relationship among Legalist and the GPs, please see Item 11 below.

The Code of Ethics requires supervised persons to comply with the personal-trading restrictions described below and that access persons periodically report their personal securities transactions and holdings to Legalist’s Chief Compliance Officer, which the Chief Compliance Officer reviews. It also requires supervised persons to report any violations of the Code of Ethics to Legalist’s Chief Compliance Officer. Each supervised person of Legalist receives a copy of the Code of Ethics (and any amendment thereto) and acknowledges in writing having received those materials. Annually, each supervised person certifies compliance with the Code of Ethics during the preceding year. Current and prospective Fund investors may obtain a copy of the Code of Ethics by contacting Legalist at compliance@legalist.com. The Code of Ethics provides that Legalist and its directors, officers, employees, and other access persons generally may not participate in investment opportunities that are suitable for any Fund, other than pursuant to their interests in the Funds, other pooled investment vehicles managed by persons not affiliated with Legalist, or certain parallel and follow-on funds permitted under the Funds’ partnership agreements. With respect to other securities and instruments, under the Code of Ethics, Legalist and its directors, officers, employees, and other access persons may invest in such securities and other instruments in which the Funds also invest, subject to prior approval by Legalist’s Chief Compliance Officer. Legalist has an incentive to cause a prospective investor to invest in private funds instead of an individually managed account because of the reduced expense and administrative burden of managing a private fund compared to an individually managed account, performance compensation from a limited partnership or limited liability company may receive more favorable tax treatment than that from an individually managed account, and investors in a private fund have less transparency and liquidity than individual accounts often do. Because Legalist manages multiple Funds, there may be conflicts of interest over its time devoted to managing any one Fund and allocating investment opportunities among all Funds. For example, Legalist selects investments for each Fund based solely on investment considerations for that Fund. Different Funds have differing investment strategies, and Legalist may make an investment for one type of Fund but not for another. Legalist attempts to resolve all such potential conflicts (subject to its Investment Allocation Policy and/or other applicable policies and procedures) in a manner that is generally fair to all the Funds. Legalist may give advice to, and take action on behalf of, a Fund that differs from the advice that it gives or the timing or nature of action that it takes on behalf of another, so long as it is Legalist’s policy, to the extent practicable, to allocate investment opportunities to the Funds fairly and equitably over time. Legalist is not obligated to acquire for any Fund any investment that Legalist or its shareholders, directors, officers, employees, or other personnel may acquire for its or their own accounts or

for any other Fund, if Legalist (in its sole discretion) determines that it is not practical or desirable to do so.

Although many custodians provide similar services to investment advisers in exchange for custody and other charges, if Legalist did not receive these services from its custodians, it would be required to pay for all or some portion of them. A Fund’s obligations to any custodian (and its affiliates) will be secured by a first-priority, perfected security interest over all assets held in custody by that custodian. A custodian may transfer to itself or to an affiliate all rights, title, and interest in and to those assets as collateral and may deal with, lend, dispose of, pledge, or otherwise use all such collateral for its own purposes. If any such transfer occurs, the Fund will rank among such custodian’s (or affiliate’s) unsecured creditors. If such custodian or affiliate becomes insolvent, the Fund may not be able to recover such equivalent securities in full. In addition, Fund cash held by a custodian may not be segregated from such custodian’s own cash and, if not so segregated, may be used in the course of its business and the Fund will therefore rank as an unsecured creditor in relation thereto. If a Fund’s investments are registered in the name of a custodian or affiliate due to the nature of the law or market practice of a particular jurisdiction, such investments will not be segregated from the custodian’s or affiliate’s own investments and if such custodian or affiliate becomes insolvent, the Fund may not be able to recover such equivalent investments in full.

In addition to the information provided to all investors, Legalist may provide certain Fund investors with additional information or different rights that other investors will not receive, possibly enabling such investors to better assess the prospects and performance of a Fund. In addition, investors may be provided with information about Legalist and the Funds in response to questions and requests, and/or in connection with due diligence meetings and other communications, but such information will not be distributed to other investors and prospective investors who do not request such information. Each investor is responsible for asking such questions as it believes are necessary to make its own investment decisions and must decide for itself whether the limited information provided by Legalist is sufficient for its needs.

At various times, a placement agent may act as placement agent for other fund sponsors and funds, including fund sponsors and funds that are not affiliated with Legalist or the Funds. Such unaffiliated fund sponsors may pay placement fees on terms different from the fees such placement agent receives in respect of the Funds, and such differences in fees may influence such placement agent’s decision to introduce potential investors to a Fund. For a more complete discussion regarding Fund placement agent arrangements, conflicts of interest arising from Fund placement agent arrangements, and fees applicable to a particular Fund, please refer to the appropriate Governing Documents. Legalist does not currently receive an economic benefit from any person that is not a Fund for providing investment advice or other advisory services to Funds.

the effect of the proposal on management or director accountability to shareholders; and

if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

Legalist will abstain from voting proxies when it believes that it is appropriate to do so. If a material conflict of interest over proxy voting arises between Legalist and a Fund and/or its investors, Legalist will vote all proxies in accordance with the policy described above. If Legalist determines that this policy does not adequately address the conflict of interest, Legalist will notify the Fund’s investors of the conflict and request consent to Legalist’s intended response to the proxy solicitation. If the Fund’s investors so consent (or fail to respond to the notice within a reasonable time specified in the notice), Legalist will vote the proxy as described in the notice. If a Fund’s investors object in writing to Legalist’s intended response, Legalist will instead vote the proxy as the Fund investors direct.