Identify your principal owner(s).
Legacy Venture, which was incorporated in Delaware in February 2000, provides discretionary investment advisory services for private investment funds (the “Funds”). Each of the Funds is a philanthropic fund-of-funds that primarily makes investments in venture capital firms that in turn invest in growth companies. Each of the Funds may also make direct venture capital investments in operating companies at the sole discretion of Legacy Venture (subject to certain limitations as described in the private placement memoranda of each of the Funds). All investors in the Funds (“Investors”) are provided with a Private Placement Memorandum (“PPM”) and are urged to carefully review it.

The Funds are: (1) Legacy Venture III, LLC (“Legacy III”) a Delaware limited liability company; (2) Legacy Venture IV, LLC (“Legacy IV”) a Delaware limited liability company; (3) Legacy Venture V, LLC (“Legacy V”) a Delaware limited liability company; (4) Legacy Venture V (QP) LLC (“Legacy V (QP)”) a Delaware limited liability company that was formed to invest on a parallel basis with and on substantially identical terms (excluding investment size) as Legacy V; (5) Legacy Venture VI, LLC (“Legacy VI”) a Delaware limited liability company; (6) Legacy Venture VI (QP) LLC (“Legacy VI (QP)”) a Delaware limited liability company that was formed to invest on a parallel basis with and on substantially identical terms (excluding investment size) as Legacy VI; (7) Legacy Venture VII, LLC (“Legacy VII”) a Delaware limited liability company; (8) Legacy Venture VIII, LLC (“Legacy VIII”) a Delaware limited liability company; and (9) Legacy Venture IX, LLC (“Legacy IX”) a Delaware limited liability company.

Each of Legacy III, Legacy IV, Legacy V, Legacy V (QP) Legacy VI, Legacy VI (QP), Legacy VII, Legacy VIII, and Legacy IX (each such Fund an “Advisory Client” and together the “Advisory Clients”) have held initial and, in some cases, subsequent closings. Each of the Funds, (except Legacy IX which was raised in 2018) has completed its respective investment period, the two to three year period during which investment opportunities are identified and acted upon. The Funds are now in varying stages of the “harvesting phase,” the period during which capital is called, distributions are made and investments are eventually exited. The Funds have limited terms, at the conclusion of which final distributions will be paid to investors. As indicated above, the only Fund currently in the investment period is Legacy IX. Russell B. Hall, Alan W. Marty, Ben Choi, and Kelli Cullinane (the “Managing Members”) are the principal owners of Legacy Venture, each owning 25 percent of the Firm. It should be noted that Legacy Venture has full and exclusive management authority over all investments, asset dispositions, distributions, and other affairs of the Funds.

specializing in a particular type of advisory service, such as financial
planning, quantitative analysis, or market timing, explain the nature of that
service in greater detail. If you provide investment advice only with respect
to limited types of investments, explain the type of investment advice you
offer, and disclose that your advice is limited to those types of investments.
Legacy Venture is the investment adviser to the Funds each of which is a philanthropic “fund-of-funds” that invests in a select group of venture capital firms that in turn invest in promising start-up companies. The Funds seek to provide a diversified portfolio of investments in venture capital firms.

Legacy Venture expects that the Funds will invest in a portfolio of primarily information technology and life science venture capital firms. Given Legacy Venture’s desire to provide a balanced diversified portfolio, it is expected that a portion of the commitments will include international and late-stage venture capital firms. Through the investments in venture capital firms, each Fund expects to invest in hundreds of companies, and seeks to achieve broad diversification.

In connection with its philanthropic goals, Legacy Venture requires Investors to have a stated intent to donate distributions to charitable causes of their individual choice. Each individual Investor will be expected to donate all stock and cash proceeds distributed from the Funds, including the original investment, for charitable purposes. Individuals, foundations, and non-profit organization with well-established track records in philanthropy are encouraged to collaborate with and inspire other Investors towards more effective involvement in charitable activities. Any pledge of individual Investors to participate and to donate received distributions will be non-binding.
individual needs of clients. Explain whether clients may impose restrictions
on investing in certain securities or types of securities.
Legacy Venture does not tailor its advisory services to the individual needs of Investors and Investors may not impose restrictions on investing in certain securities or types of securities.

Each Fund’s PPM sets forth such Fund’s investment strategy, including guidelines regarding the types of securities the Fund will invest in and portfolio limits.
services, (1) describe the differences, if any, between how you manage wrap
fee accounts and how you manage other accounts, and (2) explain that you
receive a portion of the wrap fee for your services.
Legacy Venture does not participate in wrap fee programs.
on a discretionary basis and the amount of client assets you manage on a non-
discretionary basis. Disclose the date “as of” which you calculated the
amounts.
As of December 31, 2019, Legacy Venture manages $2,088,715,931 of regulatory assets on a discretionary basis. Legacy Venture does not manage any assets on a non-discretionary basis. please register to get more info

fee schedule. Disclose whether the fees are negotiable.
Prior to their respective closings, the Funds offered interests only to certain qualified investors. Admission to the Funds was not, and will not be, open to the general public. Investors in the Funds are required to represent that they are “accredited investors” under Rule 501 of Regulation D of the Securities Act of 1933, as amended, and “qualified purchasers” as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.

Investors and prospective Investors were provided with a PPM to their investments. Such PPMs contain a detailed description of fees, and Investors should refer to the relevant PPM for any questions relating to fees. Legacy Venture will receive annual management fees from the Funds as detailed below.

 Legacy III, Legacy IV, Legacy V and Legacy V (QP), will charge an annual management fee of no more than 0.75% of capital commitments. For each such Fund, the fees and contributions will be paid by the Funds quarterly in advance. It is expected that the fees will start below each of the respective maximums and ramp up to the maximum over the first several quarters of operation. For each such Fund the management fee will commence as of the initial capital contribution to each Fund. With regards to such Funds, after each Fund has collected a management fee for 10 years, the maximum possible management fee will be reduced by 50% and will be subject to potential further reduction as described in each Fund’s operating agreement.  Legacy VI, Legacy VI (QP), Legacy VII, Legacy VIII and Legacy IX will charge an annual management fee of no more than 0.85% of capital commitments.

Investors and prospective Investors were provided with offering documents with respect to their investments. Such offering documents contain a detailed description of fees, and Investors should refer to the relevant offering document for any questions relating to fees. Fees are not negotiable.
It is important that Investors refer to the relevant offering document and
operating agreements for a complete understanding of how Legacy Venture
is compensated for advisory services. The information contained herein is a
summary only and is qualified in its entirety by such documents.

incurred. If clients may select either method, disclose this fact. Explain how
often you bill clients or deduct your fees.
Management fees are deducted from Investor’s capital accounts quarterly in advance. Investors may not choose to be billed directly.
It is important that Investors refer to the relevant offering document and
operating agreement for a complete understanding of how Legacy Venture is
compensated for advisory services. The information contained herein is a
summary only and is qualified in its entirety by such documents.
with your advisory services, such as custodian fees or mutual fund expenses.
Disclose that clients will incur brokerage and other transaction costs, and
direct clients to the section(s) of your brochure that discuss brokerage.
The Funds shall indirectly bear, by way of the management fee, the normal operating expenses of the Funds. Such normal operating expenses to be paid with the management fee shall include, without limitation, expenditures on account of salaries, wages, business travel, business entertainment, and other expenses of the Fund’s employees and Legacy Venture’s members and employees, rentals payable for space used by Legacy Venture or the Funds, bookkeeping services and equipment, and expenses incurred in investigating and evaluating investment opportunities and in managing investments of the Funds (including costs for software used in investigating and evaluating firms).

In addition, the Funds shall bear all costs and expenses incurred in the holding, purchase, sale or exchange of securities (whether or not ultimately consummated), including, but not limited to, private placement fees, finder’s fees, interest on borrowed money, real property or personal property taxes on investments, brokerage fees, legal fees, audit and accounting fees, consulting fees relating to investments or proposed investments, fees associated with background checks on proposed investments, taxes applicable to the Funds on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts, and all expenses incurred in connection with the registration of the Funds’ securities under applicable securities laws or regulations.

The Funds shall also bear expenses incurred by Legacy Venture in serving as the tax matters partner, the cost of liability and other insurance premiums, all out-of- pocket expenses of preparing and distributing reports to Investors including the subscription expenses of the investment tracking system and accounting software, out-of-pocket costs associated with any annual Fund meetings, if any, all legal and accounting fees relating to the Funds and their activities, all costs and expenses arising out of the Funds’ indemnification obligation, and all expenses that are not normal operating expenses.

The Funds shall bear all organizational and syndication costs, fees, and expenses incurred by or on behalf of Legacy Venture in connection with the formation and organization of the Funds, including legal and accounting fees and expenses, up to a maximum specified in each Fund’s offering documents. The Funds shall bear all liquidation costs, fees, and expenses incurred by Legacy Venture (or its designee) in connection with the liquidation of each Fund at the end of its respective term, specifically including but not limited to legal and accounting fees and expenses. Please refer to Item 12 of this Brochure for information regarding Legacy Venture’s brokerage practices.
It is important that Investors refer to the relevant offering document and
operating agreement for a complete understanding of the expenses that will
be borne by Investors. The information contained herein is a summary only
and is qualified in its entirety by such documents.
Explain how a client may obtain a refund of a pre-paid fee if the advisory
contract is terminated before the end of the billing period. Explain how you
will determine the amount of the refund.
Management fees applicable to Investors are paid quarterly in advance. Investors may not withdraw from their respective Fund, and may not transfer any of their interest, rights or obligations under the Fund without the prior written consent of Legacy Venture. As such, the ability to get a refund on fees is not relevant to clients and Investors of Legacy Venture.

securities or other investment products, including asset-based sales charges
or service fees from the sale of mutual funds, disclose this fact and respond to
Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
Not applicable to Legacy Venture.

supervised persons an incentive to recommend investment products based on
the compensation received, rather than on a client’s needs. Describe generally
how you address conflicts that arise, including your procedures for disclosing
the conflicts to clients. If you primarily recommend mutual funds, disclose
whether you will recommend “no-load” funds.
Not applicable to Legacy Venture.
recommend through other brokers or agents that are not affiliated with you.
Not applicable to Legacy Venture.
commissions and other compensation for the sale of investment products you
recommend to your clients, including asset-based distribution fees from the
sale of mutual funds, disclose that commissions provide your primary or, if
applicable, your exclusive compensation.

Not applicable to Legacy Venture.

whether you reduce your advisory fees to offset the commissions or markups.
Not applicable to Legacy Venture. please register to get more info

SIDE-BY-SIDE MANAGEMENT
If you or any of your supervised persons accepts performance-based fees – that is, fees based on a
share of capital gains on or capital appreciation of the assets of a client (such as a client that is a
hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your supervised
persons manage both accounts that are charged a performance-based fee and accounts that are
charged another type of fee, such as an hourly or flat fee or an asset-based fee, disclose this fact.
Explain the conflicts of interest that you or your supervised persons face by managing these
accounts at the same time, including that you or your supervised persons have an incentive to favor
accounts for which you or your supervised persons receive a performance-based fee, and describe
generally how you address these conflicts.
Neither Legacy Venture nor its supervised persons receive performance-based fees. please register to get more info

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.
Legacy Venture provides investment advisory services to pooled investment vehicles operating as private investment funds.

Each Investor must meet the eligibility provisions outlined in Item 5.A, above. The minimum capital commitment of an Investor is $1,000,000, subject to waiver by Legacy Venture. please register to get more info

AND RISK OF LOSS
formulating investment advice or managing assets. Explain that investing in
securities involves risk of loss that clients should be prepared to bear.
As described in Item 4.B., above, Legacy Venture’s principal strategy involves investing in a diversified portfolio of venture capital firms.

The Funds do not intend to actively pursue direct investments, but each Fund may, on a limited basis, make direct investments in certain opportunistic cases. The Funds only directly invest if the Managing Members know the management teams or market opportunities well, the economics are compelling for the Funds’ investors, and Legacy Venture determines that the direct investment would not materially detract from the management of or access to the other investments in venture capital firms. Such investments are limited by each Fund’s PPM and operating agreement.

Legacy Venture looks at many characteristics of a venture capital firm to determine suitability as an investment vehicle: experience, partners, deal flow, investment process, strategy, competitive advantage, performance, location, terms, size of fund, and the markets being pursued. Legacy Venture also relies on the experience and networking ability of its Managing Members to stay in touch with industry participants, advisors, and observers to gauge the likely success of the different venture capital firms and their strategies.

Some of the more important characteristics that Legacy Venture values in a venture capital firms are:

 Performance: consistent, established track record of top-quartile performance.  Experience: managers who have operated together for several funds and through different investment cycles.  Team dynamics: ability to tap individual contributions and those of the full team working together. Strong culture and cohesiveness as a partnership.  Deal flow: an identified, plentiful, predictable, and proprietary flow of new deals.  Investment process: a thorough and proven process for evaluating deals.  Competitive advantage: an ability to distinguish the firm from other venture capital firms and to compete vigorously and successfully on the basis of its unique features.  Reputation: managers with a track record of success and integrity.  Local presence: in-depth operations in its chosen location or field.  Market focus: operations in market segments likely to produce superior returns.  Overall strategy: a compelling strategy based on the factors listed above.  “Hunger”: passionate motivation to be a top performing venture capital firm.
Investing in securities involves risk of loss that Investors should be prepared
to bear. The Fund’s investments are characterized by a high degree of risk,
volatility and illiquidity. Investors and prospective investors should
thoroughly review the information contained in the relevant offering
document or operating agreement.
explain the material risks involved. If the method of analysis or strategy
involves significant or unusual risks, discuss these risks in detail. If your
primary strategy involves frequent trading of securities, explain how
frequent trading can affect investment performance, particularly through
increased brokerage and other transaction costs and taxes.

An investment in the Funds involves a significant degree of risk. There can be no assurance that the Funds’ targeted rate of return will be achieved or that there will be any return of capital.

The environment for venture capital investments is increasingly competitive and an Investor should only invest in the Funds if the Investor can withstand the liquidity constraints of an investment in the Fund and a total loss of its investment. The profitability and survival prospects of venture capital investments may be materially adversely affected by rapidly developing technology, governmental regulations, market acceptance for new products and services, product obsolescence, lack or loss of qualified management, recessions, operating difficulties and general economic and business conditions.

No guarantee or representation is made that the Funds’ investment program will be successful. The timing of profit realization is highly uncertain. There can be no assurance that the performance of investments made by Legacy Venture will be positive or result in rates of return that are consistent with historical rates of return earned in the venture capital community.

Although Legacy Venture expects to achieve a reasonable level of diversification with its investments, the Funds’ assets may be subject to greater risk of loss than if they were more widely diversified.

Legacy Venture and the Funds may be adversely affected from time to time by such matters as changes in general economic, industrial and international conditions, changes in taxes, prices and cost, and other factors of a general nature that are beyond the control of Legacy Venture. The stability and sustainability of growth in global economies may be impacted by terrorism or acts of war. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems that the Funds may depend upon to achieve their objectives may have a significant negative impact on operations and profitability. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for the Funds to operate successfully. Changing economic conditions could potentially adversely impact the valuation of portfolio holdings. There is no assurance that present tax law and policies will not change in the future and thus make an investment in the Funds less attractive than originally anticipated. You must consult with your own tax advisors to ensure that you understand fully the taxation of an investment in the Funds as related to your own personal situation. To the extent a Fund invests in fund managers organized or with substantial operations outside the United States, those investments will be subject to risks associated with foreign investments. These risks include, but are not limited to, potential harmful effects caused by inflation, currency devaluation, exchange rate fluctuations, changes in government policies (including foreign investment policy and taxation), acts of terrorism or war, social instability and other political, economic or diplomatic developments in such countries. Investment Losses Due to Force Majeure. All portfolios are subject to the risk of loss arising from exposure that they may incur, directly or indirectly, due to the occurrence of various force majeure events (i.e., events beyond the control of Legacy Venture and its affiliates, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a Fund, Legacy Venture, their affiliates, a portfolio company or a counterparty to a Fund) to perform its obligations until the force majeure event is remedied. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which a client may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets (which could be without adequate compensation), could result in a loss. These risks of loss can be substantial, could greatly exceed all income or other gains, if any, received by a client in assuming these risks and, depending on the size of the loss, could significantly adversely affect the return of a Fund.

Coronavirus Risks. In December 2019, a novel strain of coronavirus (known as COVID-19) surfaced in Wuhan, China, which has resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities across China and South Korea, among other affected countries. These closures have caused the disruption of manufacturing supply chains and local and global economies, the duration of which remains uncertain. As of March 2020, COVID- 19 has spread across the world, which may result in additional market disruptions. The extent to which COVID-19 may negatively affect the operations of Legacy Venture and the performance of the Funds is difficult to predict. Any potential impact on such operations and performance will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact. These potential impacts, while uncertain, could adversely affect the performance of the Funds.

It is critical that Investors refer to the relevant offering document for a
complete understanding of the material risks involved in an investment in the
Funds. The information contained herein is a summary only and is qualified
in its entirety by such documents.
material risks involved. If the type of security involves significant or unusual
risks, discuss these risks in detail.
Please see the response to Item 8.B above. In addition, Investors and prospective Investors are provided with a confidential offering documents that contain a detailed description of the material risks related to the types of securities invested in by the Funds, and are advised to carefully review all risk factors set forth in the relevant confidential offering documents.
It is critical that Investors refer to the relevant offering document for a
complete understanding of the material risks involved in an investment in the
Funds. The information contained herein is a summary only and is qualified
in its entirety by such documents.
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Legacy Venture is required to disclose all material facts regarding any legal or disciplinary events that would be material to an investor’s evaluation of Legacy Venture or the integrity of Legacy Venture’s management. Legacy Venture has no legal or disciplinary information to disclose at this time. please register to get more info

ACTIVITIES AND AFFILIATIONS
application pending to register, as a broker-dealer or a registered
representative of a broker-dealer, disclose this fact.
Not applicable to Legacy Venture.
application pending to register, as a futures commission merchant,
commodity pool operator, a commodity trading advisor, or an associated
person of the foregoing entities, disclose this fact.
Not applicable to Legacy Venture.
business or to your clients that you or any of your management persons have
with any related person listed below. Identify the related person and if the
relationship or arrangement creates a material conflict of interest with
clients, describe the nature of the conflict and how you address it.
1. broker-dealer, municipal securities dealer, or government
securities dealer or broker
2. investment company or other pooled investment vehicle (including
a mutual fund, closed-end investment company, unit investment
trust, private investment company or “hedge fund,” and offshore
fund)
3. other investment adviser or financial planner
4. futures commission merchant, commodity pool operator, or
commodity trading advisor
5. banking or thrift institution
6. accountant or accounting firm
7. lawyer or law firm
8. insurance company or agency
9. pension consultant
10. real estate broker or dealer
11. sponsor or syndicator of limited partnerships
Legacy Venture serves as investment adviser to the Funds, Legacy Venture and its Managing Members may also invest directly in the Funds. As described in Item 4.A, above, Legacy Venture as investment adviser to the Funds has absolute investment authority for the Funds.
you receive compensation directly or indirectly from those advisers that
creates a material conflict of interest, or if you have other business
relationships with those advisers that create a material conflict of interest,
describe these practices and discuss the material conflicts of interest these
practices create and how you address them.
As stated in 4.B. above, Legacy Venture is the investment adviser to the Funds each of which is a “fund-of-funds” that invests in a select group of venture capital firms. In certain cases the members, officers, employees or principals of such underlying venture capital firms may invest directly in Legacy Venture. Legacy Venture manages this potential conflict of interest in several ways. First Legacy Venture does not charge any performance based fees. Therefore the performance of the underlying venture capital firms does not impact the fees received by Legacy Venture. Second, as discussed in 5.A. above, Legacy Venture charges a “budget based” management fee which is based on the actual budgetary requirements of Legacy Venture. Finally, as described in item 4.B., in connection with its philanthropic goals, Legacy Venture requires Investors to have a stated intent to donate distributions to charitable causes of the Investors’ choice. Any principal of an underlying venture firm invested in the Funds has a stated intent to donate all distributions from Legacy Venture, thus minimizing any potential conflict of interest. please register to get more info

CLIENT TRANSACTIONS AND PERSONAL TRADING
adopted pursuant to SEC rule 204A-1 or similar state rules. Explain that
you will provide a copy of your code of ethics to any client or prospective
client upon request. Legacy Venture’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Code applies to Legacy Venture’s “Access Persons.” All Legacy Venture employees and certain other individuals are deemed to be Access Persons.

The Code sets forth a standard of business conduct that takes into account Legacy Venture’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients and Investors above their own interests and the interests of Legacy Venture. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of the Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter.

The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide Legacy Venture’s Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Legacy Venture’s Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1.

In addition, the Code seeks to ensure the protection of nonpublic information about the activities of the Funds. Investors or prospective Investors may obtain a copy of the Code by contacting the Chief Compliance Officer at [email protected].
accounts, securities in which you or a related person has a material financial
interest, describe your practice and discuss the conflicts of interest it
presents. Describe generally how you address conflicts that arise.
Examples: (1) You or a related person, as principal, buys securities from (or
sells securities to) your clients; (2) you or a related person acts as general
partner in a partnership in which you solicit client investments; or (3) you
or a related person acts as an investment adviser to an investment company
that you recommend to clients.
As explained in Item 10.C above, Legacy Venture serves as investment adviser to the Funds. Legacy Venture recommends interests in the Funds to prospective Investors. The Managing Members invest directly in the Funds on the same terms as other Investors. Legacy Venture seeks to address these potential conflicts through regular monitoring of the Funds’ portfolios for consistency with the Funds’ objectives, strategies, and target capacity. Further, Legacy Venture carefully considers the risks involved in any investments and Legacy Venture provides extensive disclosure to Investors regarding the potential risks that come with an investment in the Funds. The Code requires Access Persons to place the interests of the Funds and Investors over their own or those of Legacy Venture, and all Access Persons are required to acknowledge their receipt and understanding of the Code.

Further, Legacy Venture receives a management fee which is payable without regard to the overall success or income earned by the Funds and therefore may create an incentive on the part of Legacy Venture to raise or otherwise increase assets under management to a higher level than would be the case if Legacy Venture was receiving a lower or no management fee.

e.g., warrants, options or futures) that you or a related person recommends
to clients, describe your practice and discuss the conflicts of interest this
presents and generally how you address the conflicts that arise in
connection with personal trading.
Legacy Venture and its employees may make recommendations to buy or sell securities or establish investment positions in which the Legacy Venture and/or its employees have some financial interest.

Legacy Venture seeks to manage the potential conflicts of interest inherent in Access Person personal trading by rigorous enforcement of its Code, which contains strict pre-clearance and reporting guidelines for Access Persons. Legacy Venture requires that Access Persons pre-clear any transactions in: (1) limited offerings; (2) initial public offerings; and (3) securities on the Watch List. Pre-clearance decisions are based on a number of factors, including whether any of the Funds hold or are contemplating an investment in the given security.
securities for client accounts, at or about the same time that you or a related
person buys or sells the same securities for your own (or the related person's
own) account, describe your practice and discuss the conflicts of interest it
presents. Describe generally how you address conflicts that arise.
Please refer to Items 11.A, 11.B, and 11.C. please register to get more info

dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).
1. Research and Other Soft Dollar Benefits. If you receive research or
other products or services other than execution from a broker-
dealer or a third party in connection with client securities
transactions (“soft dollar benefits”), disclose your practices and
discuss the conflicts of interest they create.
As described in Item 4.B., above, Legacy Venture is the investment adviser to private investment funds. Due to the nature of the Funds’ investment programs, Legacy Venture and its affiliates do not select or recommend broker-dealers for the Funds’ transactions.

Legacy Venture does not utilize “soft dollars.”
broker-dealers, whether you or a related person receives client referrals from
a broker-dealer or third party, disclose this practice and discuss the conflicts
of interest it creates.
a. Disclose that you may have an incentive to select or recommend
a broker-dealer based on your interest in receiving client
referrals, rather than on your clients’ interest in receiving most
favorable execution.
b. Explain the procedures you used during your last fiscal year to
direct client transactions to a particular broker-dealer in return
for client referrals.
Not applicable to Legacy Venture.
a. If you routinely recommend, request or require that a client
direct you to execute transactions through a specified broker-
dealer, describe your practice or policy. Explain that not all
advisers require their clients to direct brokerage. If you and the
broker-dealer are affiliates or have another economic
relationship that creates a material conflict of interest, describe
the relationship and discuss the conflicts of interest it presents.
Explain that by directing brokerage you may be unable to
achieve most favorable execution of client transactions, and that
this practice may cost clients more money.
b. If you permit a client to direct brokerage, describe your practice.
If applicable, explain that you may be unable to achieve most
favorable execution of client transactions. Explain that directing
brokerage may cost clients more money. For example, in a
directed brokerage account, the client may pay higher brokerage
commissions because you may not be able to aggregate orders to
reduce transaction costs, or the client may receive less favorable
prices.
Not applicable to Legacy Venture.
sale of securities for various client accounts. If you do not aggregate orders
when you have the opportunity to do so, explain your practice and describe
the costs to clients of not aggregating.
Not applicable to Legacy Venture. please register to get more info

you do, describe the frequency and nature of the review, and the titles of the
supervised persons who conduct the review. The Funds’ portfolios are reviewed quarterly by the Managing Members. In addition, the Funds’ portfolios are under continuous review by the Chief Financial Officer/Chief Compliance Officer and other members of the accounting staff to ensure that Fund portfolios are in compliance with the laws and regulations, and with applicable investment objectives and guidelines.
factors that trigger a review
Please see Item 13.A. The accounts are under continuous review.
provide to clients regarding their accounts. State whether these reports are
written.
Generally, Investors will receive unaudited, estimated quarterly performance reports and quarterly account statements. In addition, Investors will receive annual audited financial statements. please register to get more info

providing investment advice or other advisory services to your clients,
generally describe the arrangement, explain the conflicts of interest, and
describe how you address the conflicts of interest. For purposes of this Item,
economic benefits include any sales awards or other prizes.
Not applicable to Legacy Venture.
is not your supervised person for client referrals, describe the arrangement
and the compensation.
Not applicable to Legacy Venture. please register to get more info

If you have custody of client funds or securities and a qualified custodian sends quarterly, or more
frequent, account statements directly to your clients, explain that clients will receive account
statements from the broker-dealer, bank or other qualified custodian and that clients should
carefully review those statements. If your clients also receive account statements from you, your
explanation must include a statement urging clients to compare the account statements they receive
from the qualified custodian with those they receive from you.
Legacy Venture is deemed to have custody of the Advisory Clients’ assets pursuant to Advisers Act Rule 206(4)-2. To ensure compliance with Rule 206(4)-2 under the Advisers Act, Legacy Venture provides audited financial statements to Investors within 180 days of the end of the relevant Fund’s fiscal year (i.e., generally by June 30). Such audited financial statements will be produced by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”).

As Legacy Venture’s investment program exclusively involves investments in private companies Legacy Venture generally will be exempt from the requirement that securities be maintained with a “qualified custodian.” Legacy Venture anticipates that its investments in private companies will involve securities that are (i) acquired from the issuer in a transaction or chain of transactions not involving any public offering; (ii) uncertificated to the extent ownership thereof is recorded only on the books of the issuer or its transfer agent in the name of the client; and (iii) transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer.

As Legacy Venture sends account statements directly to Investors, Investors are urged to compare the information in such account statements to the information in the audited financial statements. please register to get more info

If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this
fact and describe any limitations clients may (or customarily do) place on this authority. Describe
the procedures you follow before you assume this authority (e.g., execution of a power of attorney).
Legacy Venture has discretionary authority to manage securities accounts on behalf of the Funds. Legacy Venture is authorized to make transaction recommendations for the Funds. As explained in Item 4.C above, each Fund’s investment strategy is set forth in detail in such Fund’s PPM. Investors do not have the ability to impose limitations on the discretionary authority of Legacy Venture. Investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. please register to get more info

your voting policies and procedures, including those adopted pursuant to
SEC rule 206(4)-6. Describe whether (and, if so, how) your clients can direct
your vote in a particular solicitation. Describe how you address conflicts of
interest between you and your clients with respect to voting their securities.
Describe how clients may obtain information from you about how you voted
their securities. Explain to clients that they may obtain a copy of your proxy
voting policies and procedures upon request.
It should be noted that Legacy Venture generally does not trade in individual publicly traded securities; as such, Legacy Venture typically does not vote traditional proxies. All such proxies voted by Legacy Venture tend to be related to changes being implemented at underlying funds invested in by Advisory Clients of Legacy Venture. To the extent Legacy Venture does vote proxies, Legacy Venture understands and appreciates the importance of proxy voting. Where Legacy Venture has discretion to vote the proxies of its Advisory Clients, it will vote any such proxies in the best interests of Advisory Clients and investors (as applicable) and in accordance with set compliance procedures. A summary of Legacy Venture’s procedure is provided below.

Prior to voting any proxies, Legacy Venture’s Chief Compliance Officer will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, the Chief Compliance Officer will then make a determination (which may be in consultation with outside legal counsel) as to whether the conflict is material or not. If no material conflict is identified pursuant to its set procedures, the Chief Compliance Officer will make a decision on how to vote the proxy in question based upon input received from Legacy Venture’s investment professionals. The Chief Compliance Officer will ensure delivery of the proxy, in accordance with instructions related to such proxy, in a timely and appropriate manner. If you would like detailed information of how any proxies were actually voted, or if you would like to receive a copy of Legacy Venture’s proxy voting policies and procedures, please contact the Chief Compliance Officer at [email protected]. Legacy Venture will provide such information to Investors upon request.
Explain whether clients will receive their proxies or other solicitations
directly from their custodian or a transfer agent or from you, and discuss
whether (and, if so, how) clients can contact you with questions about a
particular solicitation.
Please see the response in 17.A. above. please register to get more info

months or more in advance, include a balance sheet for your most recent
fiscal year.
1. The balance sheet must be prepared in accordance with generally
accepted accounting principles, audited by an independent public
accountant, and accompanied by a note stating the principles used
to prepare it, the basis of securities included, and any other
explanations required for clarity.
2. Show parenthetically the market or fair value of securities
included at cost.
3. Qualifications of the independent public accountant and any
accompanying independent public accountant’s report must
conform to Article 2 of SEC Regulation S-X.
Not applicable to Legacy Venture.
you require or solicit prepayment of more than $1,200 in fees per client, six
months or more in advance, disclose any financial condition that is
reasonably likely to impair your ability to meet contractual commitments to
clients. Not applicable to Legacy Venture.
past ten years, disclose this fact, the date the petition was first brought, and
the current status.
Not applicable to Legacy Venture. please register to get more info