Masterworks Advisers, LLC: investment adviser

Adviser currently limits its advisory services to art as an investable asset class and to financial products issued by Masterworks and its affiliates through retail investor services. Adviser provides individual investors with educational information and advice on art as an alternative asset class and advice on art investment products and services, including both Discretionary and Non-Discretionary advisory services, and recommendations exclusively limited to securities originally offered by affiliates of Masterworks (“Art Investments”). This includes advice with respect to investment in a single artwork (“Single-Artwork Investments”), multiple Single-Artwork Investments (“Art Investment Bundles” or “Bundle(s)”), Ongoing Advisory Services (“Ongoing Advisory Services”), transactions in Art Investments on the secondary market, or Offerings that represent a single investment in a collection of multiple artworks, offered through co-investment vehicles or pooled investment vehicles. Adviser generally does not offer advice with respect to other asset categories or types of investments that are not associated with art and has limited its advice to potential purchases of Art Investments, and whether that may or may not be in an investor’s best interest. Adviser does not provide advice or availability to “rebalance” positions like traditional investment advisers. Masterworks Platform Prospective investors that sign an advisory agreement (“Clients”) and move forward with an investment recommendation will be given the ability to invest in Art Investments via the Masterworks Platform. The Masterworks Platform is the first and largest online art investment platform that allows individuals to invest in securitized offerings featuring artwork created by artists with a documented track record of public auction sales and historical price appreciation. Masterworks facilitates art investment by: ●​ Sourcing and acquiring artwork from auctions, private galleries, and private collectors; ●​ Securitizing individual works of art by transferring each artwork to a series within a Delaware series limited liability company structure where one entity has multiple series and each series holds an individual artwork, which are sold directly to investors via the Masterworks Platform; ●​ Offering Art Investments that facilitate targeted or diversified exposure to the Post-War & Contemporary segment of the art market; ●​ Administering the artwork and the investment entities pursuant to a comprehensive

management services agreement; and ●​ Integrating its technology to enable investors who have an established relationship with Masterworks and have invested in Single-Artwork Investments to buy and sell shares in secondary transactions (“Secondary Transactions”)1. Masterworks seeks to provide investors with long-term capital appreciation and intends to hold artwork for several years before selling it opportunistically and distributing the proceeds (if any) to investors. As of July 1, 2026, Masterworks affiliated issuers had conducted more than 525 offerings of securities representing over one billion dollars of Art Investments. Offerings are conducted pursuant to exemptions from the registration requirements under the Securities Act of 1933, as amended, including Regulation A (Tier 2), Regulation D, and Regulation S. Offerings are available to eligible investors in all 50 States and certain foreign countries. Advisory Service Offerings Adviser aims to provide advisory services that prioritize the Client's best interests by offering education and research on art as an alternative asset class, delivering informed investment advice regarding specific Art Investments or advisory services offerings, discussing potential risks and benefits, and providing recommendations for creating a balanced and diversified art investment portfolio as part of an overall asset allocation strategy. These services apply to both Non-Discretionary and Discretionary Clients, with the goal of empowering Clients to make well-informed investment decisions. Non-Discretionary Advisory Services Adviser provides Non-Discretionary advisory services to retail Clients who directly invest in Art Investment offerings ("Non-Discretionary Clients"). Non-Discretionary advisory services are those in which Adviser does not effect or communicate transactions on behalf of the Client. All investment decisions are self-directed and carried out by the Client on the Masterworks Platform. Non-Discretionary advisory services are detailed below. ●​ Point-in-Time Advisory Services: Point-in-Time Advisory Services are provided primarily during an initial onboarding call, with no associated advisory fee, and limited to a 30-day initial engagement and onboarding period which is focused on educating Clients about art as an asset class, fees, expenses, and risks associated with a potential Art Investment. Representatives recommend the appropriate Art Investment or advisory service after collecting and evaluating the Client’s financial situation and investment goals. The Point-in-Time advisory relationship ends after the initial 30-day period, though follow-up calls are available upon request. Subsequent calls initiate a new investment advisory relationship,

Effective around December 14, 2026, Masterworks' shares will no longer be tradable on the North Capital ATS. To the extent this brochure discusses Secondary Advice with respect to transacting in shares on the North Capital ATS, those services are expected to be discontinued concurrent with the termination of ATS services. Masterworks intends to provide an alternative secondary liquidity option going forward, but at this stage it's uncertain whether that alternative will be developed, what form it would take, or whether it would provide meaningful or reliable liquidity. Investors should consider the shares to be illiquid investments and be prepared to hold their shares for an indefinite period as there's no guarantee of an efficient liquidity avenue at any time in the future.

although Masterworks allows investors who have had a Point-in-Time advisory conversation, to make subsequent self-directed investments without engaging in a new advisory relationship. Point-in-Time investment recommendations include limited duration advice with respect to the following investment options:

1.​ Single-Artwork Investments: Shares representing membership interests in a Single Artwork Issuer. 2.​ Art Investment Bundles: “Bundles” composed of multiple Single-Artwork Investments, selected via an algorithm matching Artist Rating profiles to Client risk tolerance. These “Bundles” are designed to provide increased initial diversification and optimize investment allocations. 3.​ Co-Investment Vehicles: Shares representing membership interests in a series limited liability company, reflecting investment in a highly-diversified pool of Single-Artwork Investments acquired from an affiliate of Adviser. Subject to Masterworks' minimum investment requirements, immediate achievement of recommended asset allocation or diversification can be constrained by the availability of suitable Single-Artwork Investments on the Masterworks Platform and may not be immediately achieved. As relevant, Representatives will discuss options, including different Art Investments, gradual investment strategies, or alternative advisory services to help best position the Client for success. Representatives may follow up during and after the initial onboarding period to help the Client achieve recommended allocation levels or suggest additional suitable investments. Adviser will require a minimum investment level, based on each Client’s investment recommendation, to ensure the investment recommendation can be implemented effectively. ●​ Ongoing Advisory Services: Adviser offers two different non-discretionary Ongoing Advisory Services offerings as outlined below: for a fee. 1.​ Long-Term Advisory Services (“LTA”) are primarily delivered via email and Platform engagement and focused on helping a Client achieve Model Portfolio Target Allocations through the delivery of targeted investment recommendations over time. To engage in the services, Clients undertake an online suitability review and are assigned to a Model Portfolio based upon their personal investment characteristics. The Adviser relies on Client-provided information to recommend an appropriate Model Portfolio and formulate ongoing investment advice and recommendations. 2.​ Private Client Advisory Services (“Private Client”) are exclusive to a tier of Clients that are initially engaged through in-person meetings or events and are defined by an ongoing and dedicated relationship with a Representative, a higher level of ongoing engagement, and are designed to provide a more personalized experience with more tailored investment recommendations. Discretionary Advisory Services Adviser provides limited Discretionary advisory services pursuant to which the Adviser is able to effect or communicate transactions on behalf of the Client. Discretionary advisory services are

detailed below. ●​ Secondary Market Investment Advice: Adviser currently offers a limited program to provide investment advisory services to existing investors with respect to transacting in Art Investments on the unaffiliated Secondary Market (“Secondary Advice”). The limited nature of Secondary Market opportunities means advice and outcomes will vary among Clients. Art Investment NAV valuations, which are used as a Secondary Market indicator, are determined internally by Masterworks and reviewed by a third-party appraiser, but future realizable values may differ significantly from appraised values due to market unpredictability and inherent valuation challenges. In order for Adviser to provide Secondary Advice, Clients will be required to become clients of Adviser and create an account with North Capital.. Masterworks will pay all costs and expenses associated with listing Art Investments on the ATS, establishment of the North Capital account, and all costs associated with trading and executing transfers of shares of Art Investments on the ATS. There are no fees associated with Secondary Advice services. Information Applicable to all Advisory Services Prospect Engagement - Prospective investors and Clients are primarily solicited through online advertising and marketing, including Masterworks Platform hyperlinks, and in-person art related events and gatherings. Onboarding Call - For investors that are unfamiliar with the Masterworks Platform, advisory services begin with an onboarding call. The Representative reviews Client-submitted information beforehand (as applicable). During the call, the Representative develops an investor profile, including existing portfolio, risk tolerance, time horizon, and investment objectives, and evaluates the suitability of Art Investments or advisory services. The Representative determines the portion of the Client's overall investment portfolio suitable for Art Investments, advises on optimal asset allocation for diversification, and suggests available Art Investments or advisory services. Secondary Transactions - Masterworks sponsors a market on an alternative trading system (“ATS”) for Secondary Transactions, in coordination with an independent broker-dealer, available to investors with an established relationship with Masterworks. Access to Secondary Transactions is restricted for 90 days following an initial investment in a primary offering and generally requires an informational call prior to eligibility. Clients may independently buy or sell Single-Artwork Investments on the ATS after gaining access, and subject to eligibility, as determined by the independent broker-dealer or, for a very limited population of Clients, receive Secondary Advice recommendations. Shares representing Single-Asset Investments listed on the ATS are often thinly traded and therefore typically trade at a discount to their fair value or their net asset value per share. No assurance can be given that the ATS will provide an effective means of transacting in Masterworks Securities or that the price at which any Masterworks Securities are bought or sold through the ATS is reflective of the fair value of the shares. Any posted bid/ask prices or historical transaction information reflected on the ATS should not be construed as being representative of the fair value of the shares. The ATS will not be available to, or provide only limited functionality to, certain non-U.S. citizens or those who invest through a self-directed IRA. Clients should be prepared to hold their shares for an indefinite period of time, as there can be no assurance that the shares of such will ever be saleable through the ATS. Trades on the ATS will occur only during

regular trading hours that substantially mirror the trading hours on national securities exchanges. Limited Scope Advisory Services - The Adviser recommends Art Investments available on the Masterworks Platform on a primary basis, and to a very limited extent advises on transactions on the Secondary Market. The Adviser recommends an appropriate art allocation relative to the Client's overall portfolio and does not advise on other investments, but may advise that an Art Investment or advisory service may not be in the Client's best interest. Adviser and its Representatives are subject to material conflicts of interest in connection with the advice they provide. Adviser is a wholly owned subsidiary of Masterworks, all Representatives are employees of Masterworks, and investment recommendations are exclusively limited to securities issued by Masterworks affiliates (“Masterworks Securities”). Termination - Clients can terminate advisory services at any time by contacting legal@masterworks.com in writing. Termination stops future investment recommendations and/or investments but Clients retain ownership of Masterworks Securities. The Adviser cannot "buy back" or "sell" holdings upon termination. Clients should be comfortable with the long-term and illiquid nature of investments in Masterworks Securities. Non-Advisory Communications Before, during, and after the advisory relationship, Masterworks will communicate with users of the Masterworks Platform, including Clients, about Masterworks Securities. These communications are not sent by, or on behalf of, Adviser, and you should not deem these communications to be an extension of the investment advisory relationship unless specifically designated as such. Investment recommendations provided pursuant to an advisory agreement will be provided by Adviser or its Representative, and will be designated as investment recommendations. You agree to contact Adviser to seek clarification (if needed) prior to moving forward with any investment decision or transaction.

Ongoing Advisory Service Fees Adviser charges an asset-based Advisory Fee of 0.10% (10 basis points) of Assets Under Management (“AUM”) per annum for Long-Term Advisory SServices and an asset based Advisory Fee of up to 0.50% (50 basis points) for Private Client Advisory Services. AUM is determined on the

last business day of each month. The Advisory Fee is accrued monthly and is calculated by determining the Month-end AUM times the fee rate divided by 12. AUM is based on the aggregate Net Asset Value (“NAV”) of Client's Art Investments acquired during the term of the Ongoing advisory relationship and under Adviser’s regular and continuous oversight. Fee Payment The Advisory Fee accrues monthly from the Effective Date of the Advisory Agreement until the advisory relationship is terminated. All accrued fees will survive termination of the advisory relationship and are due and payable upon an Art Investment “Liquidating Event”. The full accrued fee for each completed month is payable, without interest, at the time of the Liquidating Event. If proceeds are insufficient, the unpaid amount will continue to accrue and is payable upon subsequent Liquidating Events. The Adviser is authorized to deduct accrued fees from Liquidating Event proceeds before distribution to the Client. Fee Adjustments NAV for AUM calculations is determined by Adviser in good faith, relying on Masterworks' Artwork Appraisal Policy. No fee refunds are given for early termination. The Adviser may modify the fee with 30 days' written notice and may reduce or waive the fee at its discretion with or without prior notice. Adviser does not currently charge an advisory fee for providing Point-in-Time advice, Secondary Advice, or services to investment vehicles. Masterworks Compensation Adviser is a wholly owned subsidiary of Masterworks which earns compensation based on the administrative and management services provided to the Single-Artwork Issuers and other art market activities. Masterworks receives the following amounts from Single-Artwork Issuers in connection with services provided to the Single-Artwork Issuers: ●​ A one-time cash “expense allocation” payment for each Single-Artwork Issuer, equal to 11% of the purchase price of the artwork, which translates to approximately 10% of the offering size and which covers all costs and expenses relating to financing, sourcing and acquiring the artwork, and utilizing the Masterworks Platform and its intellectual property to securitize the artwork; ●​ An administrative services fee for administering artwork and the securitization vehicle paid in the form of preferred equity interests in the securitization vehicle that holds title to the artwork in an amount equal to 1.50% per annum of the total equity interests outstanding in such securitization vehicle; and ●​ A 20% profits interest, if any, which is net of all fees and expenses, upon sale of the artwork. The Masterworks model incorporates what is known in the financial industry as a “unitary” fee structure, meaning that in exchange for the above amounts, Masterworks performs all ordinary and necessary services and pays all costs and expenses associated with sourcing, securitizing and

administering the artwork and organizing and administering the securitization vehicle. Accordingly, unlike the vast majority of investment vehicles in which the investment entity pays a variety of organizational, transactional and ongoing operational costs, which are indirectly borne by investors in the vehicle, Masterworks issuers, and investors do not typically incur any costs or expenses other than the amounts payable to Masterworks as described above, though Clients may incur advisory fees as described herein and Masterworks issuers remain obligated to pay any extraordinary or non-recurring expenses, as well as third-party costs associated with a sale of the artwork. The services Masterworks provides in connection with the Single-Artwork Issuers and the costs borne by Masterworks include, without limitation: ●​ Sourcing Services - such as market research and analysis, proprietary database management, appraisal, transaction sourcing, negotiation and execution, travel, art and counterparty and object level due diligence, financing, currency conversion, legal and contracting; ●​ Securitization Services - such as entity structuring and formation, legal, governance, offering materials, regulatory filings and compliance, anti-money laundering, distribution and marketing, payment for advisory services; and ●​ Administrative Services - such as insurance, professional art storage, transport (if not part of acquisition price) and care, SEC filings, audits, appraisals and valuations, tax reporting, investor relations services, transfer agent services, banking and paying agent services, transactional services in connection with selling the artwork, including the operation of an art gallery (though Masterworks may charge a reasonable and customary sales commission or fee if it sells artwork without employing a third party intermediary), and liquidating the securitization vehicle. Masterworks does not earn any additional fees for advisory, administrative, and other services performed for artwork co-investment vehicles which invest in Single-Artwork Issuers, except that Masterworks may charge a reasonable and customary sales commission or fee if it sells artwork without employing a third party intermediary. Secondary Transactions and Liquidity Masterworks facilitates Secondary Transactions for certain Art Investments through North Capital by providing potential liquidity before an artwork sale. Masterworks currently covers all costs associated with these Secondary Transactions. Dilution of Ownership and Returns Amounts paid to Masterworks in the form of equity-based management fees, dilute each Client's ownership in the underlying artwork and these fees along with cash expenses and advisory fees, if applicable, reduce overall investment returns, regardless of profit or loss. Clients should refer to the offering circulars or private placement memorandums for each Masterworks issuer for detailed information about fees, costs, and other charges. Availability of Investment Opportunities

Investment opportunities on the Masterworks Platform are offered on a first-come, first-served basis and are not available to all investors simultaneously. Masterworks may notify select investor categories or Clients of Art Investment opportunities before others, including other Clients. Masterworks may also sell an entire artwork or a majority of shares in a Single-Artwork Issuer to unaffiliated financial institutions without offering the same opportunity to all or some Clients. Compensation of Representatives Representatives receive a fixed salary for advising on Art Investments and providing education and advice. This fixed compensation is not contingent on whether an individual becomes a Client or the amount invested. Representatives also receive a portion of their overall compensation in incentive compensation contingent upon each Representative’s ability to gather new assets, manage and engage with prospective Clients, and acquire new investment advisory Clients. Due to the exclusive arrangement with Masterworks and the indirect payment of fixed and incentive compensation by Masterworks, Adviser and its Representatives have inherent conflicts of interest in recommending and selecting Art Investments and lack the independence of investment professionals offering a broader range of asset classes and investments. This conflict is addressed through disclosure, the maintenance of an Advisory Code of Ethics ("COE"), the maintenance of an Advisory Operating Committee, Representative conduct supervision, and recommending Clients seek additional advice from other financial professionals if they desire broader advice.

described further below: ●​ Masterworks Art Market Expertise: Adviser leverages Masterworks' expertise on the overall art market, individual artists, and specific objects. Masterworks employs a team of art market professionals and is active in the Post-War & Contemporary art market. Adviser relies on this expertise for market trends, artwork appraisal, valuation, and research. Additionally, Adviser evaluates Art Investment to ensure they are appropriate for Client recommendation. Adviser also maintains an Operating Committee comprised of senior personnel that meets periodically to oversee topics such as portfolio construction, allocation targets, and Art Investment categorization methodology. ●​ Individual Portfolio Analysis: Adviser recommends specific allocations to artwork and Art Investments based on the Client's overall investment portfolio, investment goals, risk tolerance, and other factors. Advice aims for diversified exposure to the asset class and artist markets, through diversified Artwork Investments or multiple Single-Artwork Issuers. ■​

●​ Mercer Portfolio Analysis: Adviser also utilizes an asset allocation model developed in collaboration with Mercer, a global leader in investment consulting known for their expertise in asset allocation, which incorporates art as an asset class as part of an overall investment portfolio. This allocation model was developed based upon historical data that demonstrated that portfolios with art allocations have the potential for increased positive outcomes and improved performance during adverse market periods. Suitability factors like liquidity needs and existing alternative investment exposures are also considered as part of the allocation model. The Adviser aims to enhance returns and reduce potential losses through appropriate art allocations based upon the Mercer allocation model. ●​ Model Portfolios or “Bundles”: Model Portfolios or diversified single Art Investment recommendation groupings (“Bundles”) are designed to match Client risk tolerance (Conservative, Moderate, Aggressive) with Offering Ratings (Core or Non-Core or Growth) by assigning appropriate target allocation parameters structured to yield different results over time. Model Portfolios or Bundles may also use thematic categories to provide more targeted exposure to certain sub-segments of the available Art Investments. ●​ Target Allocations: Target Allocations are used to define the ideal mix of Art Investments in the art portion of a Client’s overall investment portfolio. The mix is designed to align with the Client’s investment objectives and risk tolerance. ●​ Offering Characteristics: Adviser distinguishes Art Investments in two categories based on their historical and observable characteristics. Core Opportunities represent offerings of established artists with proven track records, strong auction results, and mature markets. These form the foundation of a Client’s art allocation. Non-Core ( or "Growth") Opportunities represent offerings of emerging or less established artists with significant growth potential but typically higher risk. These provide growth potential within a Client’s allocation.

●​ Rules-Based Investment Process: Adviser generally employs a programmatic or standardized approach to identify and recommend suitable Art Investments based on a Client’s assigned risk rating, progress towards target allocations, and overall investment limits. Advisers do retain a level of discretion with respect to deviating from the standardized approach based on their professional judgement and investor goals, desires, and characteristics. Clients should understand that while Adviser uses risk classification terms similar to traditional investments, Masterworks Securities are relatively illiquid and may be higher risk than more traditional investments, are only suitable for Clients positioned to invest in an alternative asset class and only up to a maximum proposed allocation amount representing a portion of an overall investment portfolio. Accordingly, such classifications, as used by Adviser, refer to relative risk tolerances among its Clients and potential Clients, which may not be equivalent to broader risk classifications used by traditional advisers that typically allocate an entire investment portfolio. The Advisers’ governance processes are designed to promote consistently with Client objectives, however, no governance process can eliminate investment risk or guarantee investment risk or guarantee investment outcomes. Clients should be prepared to hold Masterworks securities for an extended and indefinite period. Diversification and ongoing services do not guarantee profit or protect against loss. Clients may lose money. Risk of Loss Evaluating risk varies for each Client and depends on multiple factors that can affect the probability and magnitude of potential losses. Advisory Risk Adviser's recommendations are based on professional judgment. Neither Adviser nor its Representatives can guarantee specific performance or success of any investment decision, strategy, or recommendation. Recommendations are limited to the subset of Art Investments available on the Masterworks Platform at any given time or, for Secondary Advice Clients, on the ATS. In addition, Adviser relies on information provided by Clients regarding their financial circumstances, investment holdings, liquidity needs, and objectives. Adviser does not independently verify such information and does not monitor or manage assets held outside the Masterworks Platform. The completeness and accuracy of Client-provided information materially affect Adviser’s ability to formulate appropriate investment recommendations. Clients are responsible for promptly notifying Adviser of material changes in their financial situation or investment objectives. Masterworks maintains policies regarding minimum investment amounts for Art Investments and Art Investment Plans. These policies are applied by Adviser with flexibility based on an investor's financial profile to best ensure broad-based participation and meaningful diversification. The Adviser does not control Art Investment minimums and cannot guarantee an investor will obtain a desired allocation or quantity of any particular Art Investment. Masterworks has waived investment minimums for Art Investment Plan Clients and routinely allows minimum waivers for other types of investors and Clients.

The Adviser also has policies and procedures to satisfy its fiduciary duty and ensure that an appropriate level of due diligence has been carried out and documented by Adviser for each Art Investment that it may recommend to Clients. For each Art Investment that is, or becomes available to the Adviser, the Adviser will document this review to ensure that it has a reasonable belief that an investment in the offering could be in a Client’s best interest. While Masterworks offerings all generally follow the same legal and capital structure, including their fees and expenses, pricing terms, and management structure among other fundamental characteristics, attributes unique to the individual securities are evaluated by the Adviser for each Art Investment. Adviser and its Representatives do not consider investments available on the Secondary Trading market or other alternative or traditional investments, even if suitable for Clients, except for Clients enrolled in the Secondary Advice advisory services, who will receive investment recommendations for suitable Secondary Market share transaction opportunities. Risks of Art Investments Art Investments involve a high degree of risk. BEFORE INVESTING, INVESTORS SHOULD CAREFULLY REVIEW THE "RISK FACTORS" SECTION OF THE APPLICABLE OFFERING CIRCULAR FILED WITH THE SEC OR PRIVATE PLACEMENT MEMORANDUM AVAILABLE ON THE MASTERWORKS PLATFORM. Clients should consult their own advisors regarding legal, tax, business, and financial aspects of an Art Investment. The following is a summary of certain risks, but it does not replace the more extensive and specific language in the offering circular or private placement memorandum for each Art Investment. Investment is Illiquid. Single-Artwork Investments are intended to be held for many years. Investors should be prepared for indefinite holding periods. There is no assurance of the artwork being sold. While shares can be resold on an alternative trading system, listing occurs 90 days after an offering closes, trading volume is low, and there is no guarantee of sale within a specific timeframe or at a desired price. Dependence on Masterworks. Masterworks' business model includes unique, untested features that may not be successful. Art Investments and Adviser depend on Masterworks for financial support and administrative services. If Masterworks' business model fails, it may be forced to auction artwork at an inopportune time, resulting in losses. No Revenues. Single-Artwork Investments do not generate operating revenue. Returns (if any) are only realized upon the sale of the artwork or the sale of shares. Investors must be prepared to hold their investment indefinitely. Lack of Diversification. Asset diversification is generally considered a risk reduction strategy. Masterworks' Art Investments are illiquid and should typically represent only a portion of an investor's overall portfolio. These investments provide exposure to specific assets or a portfolio within a collecting category, not overall market exposure to art as an asset class. Diversification does not guarantee returns or eliminate risk, especially in a declining art market. There is no guarantee of adequate diversification through available Art Investments or Art Investment Plans. Clients should discuss diversification goals with a Representative.

Ability to Trade or Redeem Investment is Uncertain. There is no active public market for Art Investments. An active trading market may not develop, be available to all shareholders, be sustained, or may cease to exist. Masterworks lists shares of Single-Artwork Issuers on an alternative trading system, but trading volume may be insufficient for price discovery or liquidity. Masterworks' co-investment vehicles may have limited or no redemption features and are not required to maintain specific cash reserves, potentially limiting redemption capabilities. These financial products are highly illiquid and only suitable for Accredited Investors who can hold them for an indefinite period. Offerings Conducted Without an Underwriter. Masterworks does not use an underwriter due to cost constraints. The absence of an underwriter increases risk as independent due diligence is not performed. Investors must rely more heavily on Masterworks and Adviser, and both have significant conflicts of interest. Artwork May Be Sold at a Loss. Art Investments can decline in value, potentially leading to significant losses. Even if artwork appreciates, the rate may be insufficient to cover costs and expenses. Costs Will Diminish Returns. Fixed costs (financing, administrative fees) and variable costs (Masterworks' profit sharing, third-party sale costs) reduce overall returns. Advisory fees are in addition to the underlying Masterworks securities costs and also reduce potential returns. Payment and liquidation costs, such as ACH fees, further reduce returns. Investing in Art is Subject to Numerous Risks. These include, but are not limited to: ●​ Claims regarding authenticity or provenance ●​ Physical damage due to improper storage, workmanship, accidents, theft, natural disasters, fire, etc. ●​ Legal challenges to ownership ●​ Market risks ●​ Economic risks ●​ Fraud Art is Illiquid. Art is highly illiquid. Masterworks intends to hold artwork indefinitely and sell opportunistically. There is no guarantee of a buyer at a reasonable price or within a specific timeframe. Adviser relies upon Masterworks to determine the best course of action with respect to the disposition of each artwork underlying each Masterworks Offering. Masterworks is conflicted in this regard as they earn ongoing management fees during the duration of the holding period. Trends. Temporary trends can lead to short-term price increases followed by decreases. Trends are difficult to predict and may adversely impact Masterworks' ability to sell artwork. Claims. Buying and selling artwork can involve claims regarding title, provenance, or authenticity. Litigation or settlement costs are the responsibility of each Single-Artwork Issuer. Tax Consequences. Masterworks' investment vehicles are taxed as partnerships. Investors receive a Form K-1 annually. Tax consequences depend on the investor's status, jurisdiction, and whether

shares are sold on the trading platform or held until the artwork is sold. Neither Masterworks nor Adviser offers tax advice. Investors should seek advice from a tax professional. Art Investment Plan investors will receive a high volume of K-1 forms and must manage them accordingly. Artwork is Difficult to Value. The value of artwork is subjective and difficult to determine. There is no guarantee that an appraisal or valuation will reflect the actual price that may be obtained upon a sale of an artwork. Artwork values may be affected by numerous factors, including changes in taste and fashion trends, the reputation and market for a particular artist, the overall economic climate, and other factors beyond the control of Masterworks. Artwork May be Sold at a Loss. There is no guarantee that an artwork will appreciate in value, and an artwork may be sold at a loss. Even if an artwork appreciates in value, the proceeds of a sale may be insufficient to cover the expenses of the sale and return the full amount of an investor’s investment. Liquidity Risk. Art Investments are illiquid investments, and there is no guarantee that an investor will be able to sell their investment at a desired time or price. Although a Secondary Trading market is available for Single-Artwork Investments, the trading market has relatively low transaction volume and limited price discovery. Accordingly, Clients should expect to hold the investment for an indefinite period of time and should expect to earn a profit only if the artwork described in the offering materials for a particular Art Investment is sold at a premium to what the issuer paid for that Artwork, plus expenses and fees as described in the offering materials. If a Client is not prepared for the long-term and illiquid nature of the Art Investments, the Client should likely not participate in Art Investments. Market Risk. The market for art is volatile and can be affected by various factors, including changes in economic conditions, political events, and changes in taste and fashion trends. There is no guarantee that the market for a particular artist or artwork will remain strong or that an artwork will be able to be sold at a desired price. Concentration Risk. Investing in a Single-Art Investment means that an investor’s investment is concentrated in a single asset. Concentration increases risk because there is no diversification of the risk of loss. If the value of the artwork declines, the investor may lose all or a substantial portion of their investment. Bundles, Model Portfolio Target Allocations, and other Co-Investment Vehicles seek to mitigate this risk by investing in a collection of multiple artworks; however, there is no guarantee that these strategies or vehicles will be successful in mitigating risk. Custody Risk. Artwork is stored in secure facilities, but there is a risk of loss or damage due to theft, fire, natural disaster, or other events. While Masterworks maintains insurance on artwork, there is no guarantee that the insurance will be sufficient to cover all losses. Tax Risk. The tax treatment of Art Investments is uncertain and may be subject to change, in particular with respect to an investment in Masterworks Securities via an Individual Retirement Account (“IRA”). The IRS could take the position that an investment in Masterworks Securities is tantamount to the acquisition of artwork, which is a collectible, and therefore could be treated as a taxable distribution. Investors should consult their tax advisor regarding the tax implications of

investing in Art Investments. It is your responsibility to understand and comply with IRS regulations regarding IRAs, including but not limited to eligibility criteria, contribution limits, and distribution rules. Operational Risk. There is a risk of operational failures at Masterworks or its service providers, which could disrupt the administration of Art Investments or the sale of artwork. Legal and Regulatory Risk. The legal and regulatory environment for Art Investments is evolving and may be subject to change. Changes in laws or regulations could adversely affect the value of Art Investments or the ability to sell artwork. Conflicts of Interest. Masterworks and its affiliates, including Adviser, have material conflicts of interest that could affect the management of Art Investments and the sale of artwork. These conflicts are described in more detail in other sections of this brochure and in the offering materials for each Art Investment. Risks of Discretionary Services. Discretionary Clients rely on Adviser to make investment decisions on their behalf. There is a risk that Adviser’s investment decisions may not be successful or may not align with a Client’s investment objectives. Risks of Secondary Transactions. Secondary Transactions are conducted on an alternative trading system operated by a third-party broker-dealer. Securities listed on the alternative trading system are often thinly traded and therefore typically trade at a discount to their fair value or their net asset value per share. The Secondary Market is limited, and there is no guarantee that an investor will be able to buy or sell shares at a desired time or price. No Voting Rights. Investors in Single-Artwork Investments generally do not have voting rights with respect to the management of the artwork or the Single-Artwork Issuer. All decisions regarding the management and sale of artwork are made by Masterworks or its affiliates. No Guarantee of Profit. There is no guarantee that an investor will make a profit from an Art Investment. An investor may lose all or a substantial portion of their investment.

These affiliations create potential conflicts of interest for Adviser, as Adviser has an incentive to recommend Art Investments that are owned or managed by its affiliates. The Adviser seeks to mitigate these conflicts of interest by providing full disclosure of its affiliations and by recommending Art Investments that it believes are in the best interest of its clients. Masterworks, LLC also sponsors certain co-investment vehicles and pooled investment vehicles that invest in artwork. Adviser makes investment recommendations with respect to certain co-investment vehicles (but does not act as the co-investment vehicle’s investment manager).

Employee Trading Prohibition Masterworks has adopted a Trading Policy which prohibits all employees and their immediate family members residing in the same household (“family members”), including employees and Representatives of Adviser, from participating in any primary offerings of Masterworks Securities, from trading any Masterworks Securities on the Secondary Trading market, and prohibits participation in any prediction market contract that is based on, or settles by reference to, a Masterworks index, a Masterworks offered artist, or other Masterworks data or information. These prohibitions effectively eliminate any potential employee conflict with Client investments and trading. Additional MNPI Considerations Adviser and Masterworks rely primarily upon information available in the public domain with limited exception (i.e. when there is an agreement to sell a work or when performing quarterly NAV updates before they are published) which are managed through the Masterworks’ Material Non-Public Information Policy. Conflicts of Interest Adviser recommends Art Investments in which Masterworks, LLC or its affiliates have a financial interest. This creates a potential conflict of interest, as Adviser has an incentive to recommend these Art Investments. The Adviser seeks to mitigate this conflict of interest by providing full disclosure of its affiliations and by recommending Art Investments that it believes are in the best interest of its clients. Masterworks has additional conflicts of interest in performing artwork appraisals as the Masterworks Appraisal Committee is composed of employees of Masterworks, who receive compensation for the administration and profitable sale of the artwork. Masterworks business in general is influenced by

the fair market value of artwork it manages. The compensation of members of the appraisal committee is not directly contingent upon the performance of any appraisal, including reporting of a predetermined value or direction in value that favors the cause of Masterworks, the appraised fair market value, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of any appraisal. Although Masterworks has conflicts of interest, it has taken steps it deems reasonable, including the engagement of a third-party art appraiser, to ensure that the Appraisal Committee can act independently of Masterworks and free from bias. Masterworks is active in buying, and selling in the art market. If there is a sale of a work that Masterworks has purchased at public auction that qualifies as comparable to the target object, the comparable sale may be included in the comparable data set at the discretion of the lead appraiser investors and Clients are cautioned against placing undue reliance on any given appraised value and there is no assurance that an independent appraisal would produce a different appraised value. Gifts and Entertainment Adviser and its employees and Representatives may give or receive gifts or entertainment from or to Clients or other parties. The COE includes provisions that restrict the acceptance of gifts and entertainment above certain dollar thresholds and require employees and Representatives to report any gifts or entertainment that they receive. These restrictions and reporting requirements are designed to prevent conflicts of interest and ensure that gifts and entertainment do not influence recommendations, relationships, or other decisions.

transaction confirmations and holdings information through the Masterworks Platform. Discretionary Clients: For Discretionary Clients enrolled in the Secondary Advice advisory services, account activity and holdings are accessible through the Masterworks Platform. The Adviser provides periodic reviews of holdings and Secondary Market opportunities aligned with a Client’s agreed upon transaction objectives. Clients are provided with transaction confirmations through the Masterworks Platform. Frequency of Reviews: For Long-Term Advisory Clients and Private Clients, Adviser carries out reviews coinciding with investment recommendations (or more or less frequently based on market conditions or other factors). For Secondary Advice Clients, Adviser reviews Client investments immediately prior to making any investment recommendation. Review Triggers: Reviews may also be triggered by various events, including but not limited to, changes in market conditions, changes in a Client’s investment objectives or financial situation, or changes in the availability of Art Investments. Reports: Clients receive transaction confirmations and other reports through the Masterworks Platform. These reports provide information about account activity, holdings, and performance. Adviser does not provide regularly scheduled in-person or periodic portfolio review meetings for all Clients. Communications may be event-driven, investment-specific, or triggered by changes in Client circumstances or available investment opportunities.

The compensation awarded, or any other incentive provided by Masterworks, does not increase the investment fees or costs for the referring or referred investor. Masterworks may also utilize certain promotional offerings or “Giveaways” for its Platform members. These Giveaways offer low-value items as rewards for specific user actions. Participation in Giveaways does not require any investment in Art Investment, enrollment in advisory services, and does not result in differential fees or preferential treatment. Masterworks also hosts and sponsors in-person events designated to educate on, and engage with, post-war and contemporary art. These events may include public exhibition of artworks previously or currently featured in Masterworks offerings or with the goal of establishing a Masterworks

platform account or investment advisory discovery call with attendees.