Lavelle Capital

Part 2A of Form ADV Firm Brochure Lavelle Capital LP 345 California St, Eighth Floor San Francisco, CA 94104 Tel: 415‑501‑9987 www.lavellecapital.com September 30, 2026 This brochure (this “Brochure”) provides information about the qualifications and business practices of Lavelle Capital LP (“Lavelle”). If you have any questions about the contents of this Brochure, contact us by telephone at 415‑501‑9987 or email at compliance@lavellecapital.com. The information contained in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Lavelle Capital LP is a registered investment adviser. Registration with the SEC does not imply a certain level of skill or training. Additional information about Lavelle Capital LP is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 Summary of Material Changes Since its last annual update dated March 31, 2026, Lavelle has revised this Brochure to provide updated and expanded disclosures concerning: • Lavelle’s advisory services, fee arrangements, and treatment of assets for which Lavelle does not provide investment advice; • Lavelle-sponsored private investment vehicles, including investor eligibility, vehicle expenses, valuation practices, related conflicts of interest, and associated investment risks; • Lavelle’s Code of Ethics and related compliance practices; and • Lavelle’s brokerage and investment-discretion practices. Lavelle has also made conforming and other nonmaterial revisions intended to clarify its existing policies and practices. Lavelle’s privacy notice is provided to clients separately under Regulation S-P. The Brochure is available on the SEC’s public disclosure website (IAPD) at www.adviserinfo.sec.gov or clients may contact Lavelle’s office at the number listed on the cover page of this Brochure to obtain a copy. If an update is made to this Brochure, Lavelle will send a copy to clients with the summary of material changes, or a summary of material changes that includes an offer to send clients a copy either by electronic means (email) or in hard copy form. 2  Item 3 Table of Contents Item 1 Cover Page ............................................................................................................................................................................... 1 Item 2 Summary of Material Changes ............................................................................................................................................ 2 Item 3 Table of Contents ................................................................................................................................................................... 3 Item 4 Advisory Business ................................................................................................................................................................. 4 Item 5 Fees and Compensation ........................................................................................................................................................ 6 Item 6 Performance-Based Fees and Side-By-Side Management ............................................................................................ 8 Item 7 Types of Clients ...................................................................................................................................................................... 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................................................................... 9 Item 9 Disciplinary Information ................................................................................................................................................... 12 Item 10 Other Financial Industry Activities and Affiliations ................................................................................................. 12 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................... 13 Item 12 Brokerage Practices .......................................................................................................................................................... 16 Item 13 Review of Accounts ......................................................................................................................................................... 17 Item 14 Client Referrals and Other Compensation................................................................................................................... 18 Item 15 Custody ............................................................................................................................................................................... 18 Item 16 Investment Discretion ...................................................................................................................................................... 19 Item 17 Voting Client Securities .................................................................................................................................................. 19 Item 18 Financial Information....................................................................................................................................................... 20 3  Item 4 Advisory Business Lavelle Capital LP is a Delaware limited partnership formed on August 25, 2021. Lavelle’s general partner is VSR Capital LLC, a Delaware limited liability company formed on the same date. Sanjeev Rao is Lavelle’s Managing Partner and controls Lavelle and VSR Capital LLC. The partnership was formerly named VSR Capital Management LP and now conducts business exclusively under the name Lavelle Capital. Its legal name is now Lavelle Capital LP. The change was one of name only. As of June 30, 2026, Lavelle provided continuous discretionary investment management services with respect to $508,200,682 in client assets. Firm Overview Lavelle is an investment advisory firm that works primarily with entrepreneurial families and their related entities to oversee and manage long-term investment portfolios. Lavelle’s services typically include: • discretionary investment management of public market portfolios • identification and evaluation of private investment opportunities • structuring and management of special purpose vehicles (“SPVs”) for private investments • oversight of third-party investment managers • coordination with clients’ legal, tax, and other professional advisors Lavelle’s objective is to help clients build and manage diversified long-term investment portfolios across both public and private markets. The scope of services provided varies depending on the needs of each client and the terms of the applicable advisory agreements. Investment Approach Lavelle generally seeks to construct portfolios that combine public market investments with selectively sourced private investments. Lavelle believes that long-term wealth creation is best achieved through disciplined diversification, careful risk management, and access to differentiated investment opportunities. Lavelle’s investment approach emphasizes: long-term capital appreciation thoughtful diversification across asset classes alignment of interests between Lavelle and its clients • • • • disciplined evaluation of investment opportunities Investment Management Services Lavelle generally provides investment management services on a discretionary basis. Where discretionary authority is granted, Lavelle may buy and sell securities in a client’s account without obtaining prior approval for each transaction. Lavelle constructs and manages portfolios based on each client’s investment objectives, financial circumstances, and any restrictions the client may impose. From time to time, Lavelle may recommend or engage third-party investment management firms (“Independent Managers”) to manage a portion of a client’s assets through separately managed accounts or pooled investment vehicles. Fees charged by such Independent Managers are separate from and in addition to Lavelle’s advisory fees. To tailor its services to each client, Lavelle: • Manages client portfolios in accordance with the client’s financial situation, investment objectives, and applicable investment restrictions. • Periodically reviews client portfolios and consults with clients regarding changes to financial circumstances or investment objectives. • Requests that clients notify Lavelle of any material changes to their financial condition, objectives, or investment restrictions. 4  • Makes itself reasonably available to clients for consultation regarding their portfolios and investment plans. Other Services Lavelle may provide additional advisory services at the request of clients. These services may include, among other things: assistance with family governance matters analysis of specific investment opportunities coordination with legal, tax, and other professional advisors • • • • oversight of investment entities such as trusts, partnerships, or foundations • assistance with implementation of investment and planning strategies Such services are generally provided in connection with Lavelle’s broader advisory relationship with a client and are covered by the management fee described in Item 5. Extraordinary services that fall outside the scope of standard investment management, such as complex transaction structuring, bespoke analysis, or special projects, may incur additional fees. Any such fees are subject to prior written notice to, and the consent of, the client, and are set forth in the client’s advisory agreement. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as applicable guidance provides), Lavelle provides the following disclosure for purposes of complying with the U.S. Department of Labor’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”), where applicable. When Lavelle provides investment advice regarding a retirement plan account or an individual retirement account, Lavelle acts as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or the Internal Revenue Code, as applicable. Because Lavelle’s advisory fees are sometimes based on assets under management, Lavelle has a financial incentive for clients to roll assets from a retirement plan into an account managed by Lavelle. Accordingly, Lavelle operates under a standard requiring Lavelle to act in the client’s best interest. Under this standard, Lavelle must: • Provide prudent investment advice. • Act with loyalty and not place its interests ahead of the client’s interests. • Avoid misleading statements regarding fees, conflicts of interest, or investments. • Maintain policies and procedures designed to ensure advice is in the client’s best interest. • Charge no more than reasonable compensation for services. • Provide disclosure regarding material conflicts of interest. Lavelle will recommend a rollover only when it believes doing so is in the client’s best interest. Private Investment Vehicles In addition to managing client portfolios, Lavelle sponsors and manages a platform of private investment vehicles. These currently include the Lavelle Capital Opportunity Series (the “LCO Series”), the Lavelle Opportunity Funds, the Lavelle Strategic Growth Funds, and Lavelle Active Equities, as well as other SPVs formed from time to time to pursue specific investment opportunities. These vehicles typically invest in private companies, private investment funds, or other privately negotiated investment opportunities. The foregoing is not an exhaustive list, and Lavelle may sponsor or manage additional investment vehicles in the future. Investors in these vehicles generally commit capital for the duration of the investment and typically may not withdraw funds prior to a liquidity event, except as otherwise provided in the governing documents. Distributions are made at Lavelle’s discretion in accordance with the applicable partnership or operating agreement and typically occur upon a liquidity event or at the end of the investment term. 5  Non-Comprehensive Description of Services The foregoing description is not intended to be an exhaustive list of all services that Lavelle may provide. The specific services provided to any client depend on the terms of the applicable advisory agreement or investment documents. Clients should refer to their agreements with Lavelle for a detailed description of the services applicable to them. From time to time, clients ask Lavelle to oversee or report on securities or other assets on which Lavelle does not provide investment advice. Where Lavelle agrees to do so, it will take those assets into account in its overall asset allocation recommendations but is not obligated to provide investment advice with respect to them. Item 5 Fees and Compensation Investment Management and Other Services “Advised Assets” means those assets over which Lavelle exercises discretionary authority under the client’s advisory agreement, as identified in that agreement and as amended from time to time by mutual written agreement. Assets held solely for reporting, monitoring, or non-discretionary purposes are not Advised Assets and are not included in the fee calculation unless otherwise agreed in writing. Lavelle charges advisory clients a negotiated annual management fee based on the aggregate Advised Assets in the client relationship. Lavelle’s standard minimum annual fee is $150,000, equivalent to $37,500 per quarter. Lavelle negotiates fees below this minimum in certain circumstances, and a number of clients pay less. Fees are negotiable and may vary based on the scope and complexity of services, portfolio composition, account size, related entities included in the relationship, and resources required to service the client. Advisory fees are generally billed quarterly in advance based on the value of Advised Assets as of the last business day of the preceding quarter, as reflected on client account statements. Accounts of a client and directly related entities and trusts may be aggregated when provided in the applicable advisory agreement. Independent Managers and Other Investment Expenses From time to time, Lavelle may recommend that clients allocate assets to Independent Managers. These managers may manage assets through separately managed accounts or pooled investment vehicles. Independent Managers charge fees separate from and in addition to Lavelle’s advisory fees. Those fees are disclosed in the Independent Manager’s Form ADV and other offering or account documentation. Client accounts may also incur additional costs and expenses, including: asset-based platform or wrap fees • custodial fees charged by account custodians • brokerage commissions and transaction charges • • mutual fund or exchange-traded fund expenses • other investment-related costs Lavelle currently works with custodians such as Charles Schwab & Co., Inc. (“Schwab”) and Fidelity Brokerage Services LLC and National Financial Services LLC (together, “Fidelity”). These custodians may charge additional fees associated with brokerage and custody services. Lavelle has in the past received limited support services from these custodians. Lavelle does not currently receive research, technology, or other economic benefits from these custodians in connection with the maintenance of client accounts and has no arrangement to do so. Lavelle recommends a custodian based on the quality, reliability, and cost of the services provided to clients. 6  Payment of Advisory Fees Lavelle typically deducts advisory fees directly from client accounts where authorized to do so. Where accounts are custodied at Schwab, Lavelle may submit a fee debit instruction to Schwab pursuant to the client’s written authorization. Clients will receive account statements from the custodian at least quarterly showing the amount of advisory fees deducted. In addition to Lavelle’s fees, fees charged by Independent Managers, custodial fees, brokerage commissions, transaction fees and asset-based fees, a client account that invests in mutual funds or exchange-traded funds will also incur charges imposed at the fund level (e.g., management fees and other expenses). Private Investment Vehicle Fees Lavelle or an affiliated entity may receive management fees and/or performance-based compensation (carried interest) in connection with the private investment vehicles it sponsors or manages. Management fees generally range from 0% to 1.5% annually of committed or invested capital, depending on the vehicle. Carried interest generally does not exceed 20% of profits. Certain vehicles provide investors with a preferred return before carried interest is earned; others do not. The specific fee terms applicable to each vehicle are set forth in the relevant offering documents, which investors should review carefully. Interests in Lavelle’s private investment vehicles are not included in Advised Assets for purposes of calculating the management fee described above. A client who invests in one of these vehicles pays the vehicle-level fees described in this section with respect to those assets and does not also pay Lavelle’s management fee on them. In most vehicles, the general partner or an affiliate advances the vehicle’s expenses — which may include the management fee, the vehicle’s organizational and ongoing operating expenses, and its share of the expenses of any underlying fund — by way of a loan to the vehicle. Such loans bear interest at a rate specified in the offering documents and are repaid in full, together with interest, before any distribution is made to investors. The terms of any such advance are set forth in the offering documents for each vehicle. Because carried interest represents a share of investment profits, investors in these vehicles may receive lower net returns than they would absent such fees. Investments in these vehicles are typically illiquid and remain invested for the duration of the investment vehicle unless otherwise provided in the governing documents. Additional Disclosures Regarding Fees Lavelle’s fees are negotiated with clients and reflect the scope of services provided, the complexity of the client relationship, and other relevant factors. Comparable advisory services may be available from other advisers at higher or lower fee levels. Lavelle complies with Rule 205-3 under the Investment Advisers Act of 1940, which governs the charging of performance-based compensation to qualified clients. Performance-based compensation, including carried interest, may create an incentive for Lavelle to pursue investments that are riskier or more speculative than those that would be pursued if compensation were based solely on assets under management. Where Lavelle’s management fee is calculated as a percentage of Advised Assets, and because carried interest is calculated by reference to the value of the private investment vehicles Lavelle sponsors or manages, Lavelle has a financial incentive to assign higher valuations to investments that do not have readily available market prices. Lavelle values those investments in accordance with its written valuation policy, applying the methodologies described in Item 8. Clients and investors may request information about that policy. Termination of Client Accounts Either party may terminate an advisory relationship with 90 days’ written notice, unless otherwise provided in the applicable agreement. Upon termination, clients are responsible for a pro rata portion of advisory fees earned through the date of termination, and any prepaid but unearned advisory fees will be refunded. 7  Client Expenses Client accounts are responsible for their own costs and expenses associated with investments, including: • brokerage commissions and transaction costs • • • • custody and clearing fees legal, accounting, and administrative expenses fund administrator fees expenses associated with private investment vehicles Lavelle generally bears its own operating, administrative, and overhead expenses except as otherwise disclosed in SPV offering documents. Item 6 Performance-Based Fees and Side-By-Side Management Lavelle may receive performance-based compensation, including carried interest, in connection with certain private investment vehicles that it sponsors or manages, including certain SPVs. Pursuant to Rule 205-3 under the Investment Advisers Act of 1940, performance-based fees may only be charged to clients who meet the definition of a “qualified client.” Because each of Lavelle’s private investment vehicles relies on Section 3(c)(7) of the Investment Company Act of 1940 and admits only qualified purchasers, investors in those vehicles satisfy the qualified client standard. Lavelle charges performance-based compensation only in circumstances permitted by applicable law. Because Lavelle may receive performance-based compensation from SPVs but does not receive performance- based fees from discretionary advisory accounts, a conflict of interest may arise. In particular, Lavelle has an incentive to allocate investment opportunities to investment vehicles that pay performance-based compensation rather than to client accounts that pay only asset-based advisory fees. In addition, the terms of performance-based compensation differ among Lavelle’s private investment vehicles. Certain vehicles provide investors with a preferred return before carried interest is earned and others do not, and the rate of carried interest varies by vehicle. Lavelle therefore has an incentive to favor vehicles from which it may earn carried interest at a higher rate, or earlier, over vehicles subject to a preferred return or a lower rate. Lavelle seeks to address these potential conflicts by allocating investment opportunities among clients and investment vehicles in accordance with Lavelle’s allocation policies and procedures, which are designed to ensure that opportunities are allocated in a manner that Lavelle believes to be fair and consistent with its fiduciary obligations. Item 7 Types of Clients Lavelle provides investment management and advisory services primarily to high-net-worth families and their related entities, including family offices, trusts, estates, charitable organizations, corporations, and limited liability companies. Lavelle may also sponsor and manage SPVs that invest in private companies, private investment funds, or other investment opportunities. These vehicles may be offered to Lavelle clients and to other eligible investors. Lavelle generally requires a minimum of $25,000,000 in assets to establish an individually managed account or advisory relationship, although Lavelle may waive this requirement at its discretion. Investors in SPVs are generally required to make a minimum investment of $250,000 to $500,000, depending on the vehicle, although Lavelle may waive or modify this minimum in certain circumstances. In addition to these minimums, investors in Lavelle’s private investment vehicles must meet applicable eligibility standards. Each of these vehicles relies on the exclusion from the definition of “investment company” provided by 8  Section 3(c)(7) of the Investment Company Act of 1940. Accordingly, investors must be “qualified purchasers” within the meaning of Section 2(a)(51)(A) of that Act and must also be “accredited investors” within the meaning of Regulation D under the Securities Act of 1933. Interests in these vehicles are offered only in private placements and are not registered under the Securities Act of 1933. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Approach – Advisory Accounts Lavelle works with clients to understand their financial circumstances, long-term objectives, investment time horizon, liquidity needs, and tolerance for risk. Based on this information, Lavelle develops and manages portfolios designed to help clients achieve their financial goals. Client portfolios may include a combination of: • publicly traded equities • fixed income securities • exchange-traded funds and mutual funds • separately managed accounts managed by third-party managers Advisory accounts generally do not hold private investment funds or direct private investments. Clients obtain exposure to those investments primarily through the SPVs described below. Lavelle generally seeks to construct diversified portfolios that balance long-term capital appreciation with risk management. Portfolio construction may vary significantly among clients depending on their objectives, constraints, tax considerations, and investment horizon. Lavelle relies on information provided by clients and their professional advisors in designing and implementing investment strategies. Investment Approach – Special Purpose Vehicles (SPVs) Lavelle may sponsor or manage SPVs that invest in specific private investment opportunities, including private companies or private investment funds. SPVs are generally designed to pursue long-term capital appreciation and typically have investment horizons of three years or longer. Investments made through SPVs are generally illiquid and may not generate returns for extended periods. Each SPV’s investment strategy, risks, and economic terms are described in the applicable offering documents. Flexibility of Investment Strategies The investment strategies described above are intended to summarize Lavelle’s general investment philosophy. They are not exhaustive, and Lavelle may pursue other strategies or investment techniques when it believes doing so is consistent with client objectives. Depending on market conditions and client circumstances, Lavelle may invest in a wide range of securities or other financial instruments and may employ different portfolio management techniques. Risk of Loss All investing involves risk, and clients should be prepared to bear the risk of loss. Investment portfolios managed by Lavelle may experience fluctuations in value, and there can be no assurance that any investment strategy will be successful. Clients may lose some or all of the capital invested. General Investment Risks Examples of risks that may affect client portfolios include, but are not limited to: 9  Market Risk The value of securities may decline due to market conditions, economic developments, geopolitical events, interest rate changes, or other factors affecting financial markets. Manager Risk Lavelle or third-party investment managers may make investment decisions that result in losses or underperformance relative to expectations or market benchmarks. Lavelle’s selection and ongoing oversight of Independent Managers and of the managers of underlying private funds depend on information those managers provide, which Lavelle may be unable to verify independently. A manager may depart from its stated strategy, lose key personnel, or fail to maintain adequate operational or compliance controls, and Lavelle may not become aware of such developments promptly. Lavelle does not control the investment decisions of Independent Managers or of the managers of underlying funds. Liquidity Risk Certain investments, particularly private investments, may be difficult to sell or value and may require investors to hold them for extended periods. Leverage and Derivatives Risk Certain investment strategies may involve leverage or derivatives, which can magnify gains but also increase the potential for losses. Foreign Investment Risk Investments in non-U.S. issuers may be affected by political, regulatory, currency, and economic risks that differ from those associated with U.S. investments. Concentration Risk In certain circumstances, portfolios or investment vehicles may hold concentrated positions in particular securities, sectors, or strategies, which may increase volatility. Cybersecurity Risk Lavelle and its service providers are subject to cybersecurity risks, including unauthorized access to systems, data breaches, and disruptions to operations. Such incidents could result in financial losses, regulatory actions, reputational harm, or the unauthorized disclosure of confidential client information. While Lavelle maintains policies and procedures designed to address cybersecurity threats, there can be no assurance that these measures will prevent all incidents or that clients will not be adversely affected by a cybersecurity event. Key Person Risk Lavelle’s investment process, client relationships, and compliance function depend substantially on its Managing Partner, who also serves as Lavelle’s Chief Compliance Officer (“CCO”) and who performs or supervises portfolio management, account and SPV reviews, and compliance oversight. Lavelle has a relatively small investment and compliance team, and significant responsibility for portfolio management, client relationships, SPV oversight, and compliance remains concentrated in its Managing Partner. The loss of the Managing Partner’s services, whether through death, disability, departure, or otherwise, would have a material adverse effect on Lavelle’s ability to provide advisory services, and could adversely affect the management and eventual disposition of private investments held through SPVs. Valuation of Private Investments Certain investments held by Lavelle clients or SPVs may not have readily available market prices. In these cases, Lavelle determines the fair value of such investments using reasonable valuation methodologies. 10  Valuation methods may include: recent financing rounds third-party valuation inputs financial performance of the underlying company comparable market transactions • • • • • other relevant information These valuations are inherently subjective and may differ materially from the price ultimately realized upon sale or exit. Risks Specific to SPV Investments Lavelle’s private investment vehicles are not registered as investment companies under the Investment Company Act of 1940, in reliance on the exclusion provided by Section 3(c)(7), and interests in them are not registered under the Securities Act of 1933. Investors therefore do not receive certain protections that those statutes afford to investors in registered investment companies and registered offerings. Each series of a Lavelle vehicle is a single legal entity. Although Lavelle accounts for individual investments within a series through separate sub-partnerships and allocates expenses and reserves among them in the manner it considers fair and equitable, the assets of a series may be available to satisfy the liabilities of that series as a whole, regardless of the sub-partnership to which those liabilities relate. An investor participating in one investment within a series may therefore be exposed to liabilities arising from another investment in the same series. Investments made through SPVs involve additional risks, including: lack of liquidity long investment horizons reliance on the success of a single investment limited information about private companies • • • • • multiple levels of fees and expenses, since assets invested through a vehicle or with an Independent Manager bear the fees and operating expenses of that vehicle or manager in addition to any fees payable to Lavelle, reducing net returns • dependence on the ability to exit the investment through a sale, merger, or public offering Tax Reporting and Tax Consequences Tax reporting for Lavelle’s private investment vehicles depends on information received from the underlying portfolio companies and funds in which those vehicles invest. As a result, tax information may not be available to investors in advance of standard filing deadlines, and investors should expect that they may need to file for extensions. Investments held through these vehicles may generate unrelated business taxable income or other tax consequences that differ among investors depending on their circumstances. Lavelle does not provide tax advice, and investors should consult their own tax advisors. Capital Commitments Investors in Lavelle’s private investment vehicles make capital commitments that are called on the terms set out in the offering documents for the applicable vehicle. In some vehicles the entire commitment is called on the closing date; in others, capital may be called in installments on short notice. An investor that fails to fund a capital call when due becomes a defaulting partner and may be subject to the remedies set out in the governing documents of the applicable vehicle, which may include interest on the unpaid amount at a default rate. Investors should ensure that they will have sufficient liquidity available to meet capital calls when due. SPV investors should carefully review the offering documents for each SPV, which contain a more detailed discussion of the risks associated with the investment. 11  Item 9 Disciplinary Information Lavelle has no disciplinary information to disclose. Item 10 Other Financial Industry Activities and Affiliations Lavelle operates as part of a broader investment platform that includes affiliated entities involved in the management or administration of certain investment vehicles. These affiliates currently include: entities that serve as general partners of SPVs sponsored by Lavelle • • Lavelle First LLC, which provides operational and administrative support services for certain investment vehicles • Lavelle Intermediary Company (“LIC”), which provides short-term bridge financing to certain affiliated investment vehicles Affiliated entities serve as the general partner of certain investment vehicles sponsored or managed by Lavelle. These entities currently include VSR SPV GP LLC and Lavelle Opportunity Managers III LLC. In their capacity as general partner, these entities may receive performance-based compensation, including carried interest, from the investment vehicles they manage. The specific terms of such compensation are disclosed in the offering documents for each applicable investment vehicle. These general partner entities are under common control with Lavelle’s Managing Partner, so Lavelle and its principals share in the carried interest those vehicles generate. This economic interest may influence decisions concerning the formation, operation, or allocation of opportunities to those vehicles, in ways that may not always align with the interests of investors. Lavelle seeks to address this conflict through its allocation policies and procedures and through disclosure in the applicable offering documents. Lavelle is affiliated with Lavelle First LLC, a separately organized entity under common control with Lavelle’s Managing Partner. Lavelle First LLC provides operational and administrative support services to certain private investment vehicles sponsored or managed by Lavelle. These services may include fund accounting support, investor communications, tracking of capital commitments and capital activity, and coordination with third-party fund administrators and service providers. Lavelle First LLC receives fees from the investment vehicles to which it provides these services, as disclosed in the applicable offering documents. Common control and the payment of service fees create an incentive to retain Lavelle First LLC rather than an unaffiliated provider. Lavelle seeks to address this conflict by ensuring that fees charged by Lavelle First LLC are disclosed to investors and are consistent with fees that would be charged by unaffiliated service providers for comparable services. Lavelle is affiliated with LIC, an entity under common control with Lavelle’s Managing Partner. LIC may from time to time provide short-term bridge financing to certain SPVs or affiliated investment vehicles to facilitate investments prior to the receipt of capital contributions from investors. LIC charges interest at a stated rate on such financing. Bridge financing is determined on a deal-by-deal basis and is typically repaid promptly upon the receipt of investor capital contributions. The payment of interest to an affiliate presents a conflict, because LIC benefits from financing arranged for vehicles Lavelle manages. Lavelle seeks to address this by disclosing the terms of LIC’s financing arrangements in the applicable offering documents and by ensuring that interest rates charged by LIC are reasonable under the circumstances. Use of Independent Managers Lavelle may recommend that clients allocate a portion of their assets to Independent Managers. These managers may manage assets through separately managed accounts or private investment funds. 12  Lavelle frequently works with Independent Managers that are available through custodial brokerage platforms used by Lavelle’s clients, including Schwab and Fidelity. In many cases, Independent Managers are required to execute transactions through the broker-dealer associated with the platform on which the account is maintained. Independent Managers charge fees separate from and in addition to Lavelle’s advisory fees. Lavelle continues to provide oversight of client portfolios, including monitoring account performance, reviewing asset allocation, and evaluating whether the Independent Manager remains appropriate for the client. Conflict of Interest When Lavelle recommends an Independent Manager, a client account will incur additional management fees that would not be charged if Lavelle managed those assets directly. The additional layer of fees may influence Lavelle’s manager recommendations. Lavelle addresses this conflict by recommending Independent Managers only when Lavelle believes that the Independent Manager’s expertise, investment strategy, or access to specific investment opportunities is appropriate for the client’s portfolio. Lavelle evaluates Independent Managers based on a variety of factors, including: investment strategy and style • • historical performance • • • • reputation and experience financial strength and organizational stability reporting and transparency fees and overall cost Lavelle, its principals, and its affiliates may invest alongside clients in certain investment opportunities, including investments made through SPVs sponsored or managed by Lavelle. Such co-investments are made on terms that are generally the same as those offered to other investors in the applicable investment vehicle, except where otherwise disclosed in the relevant offering documents. Investing alongside clients gives Lavelle and its personnel a personal financial interest in the same opportunities. Lavelle believes such arrangements help align its interests with those of its clients, but they also create potential conflicts, which Lavelle addresses through its allocation policies and procedures and through disclosure in the applicable investment documents. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Lavelle has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers Act of 1940. The Code of Ethics establishes standards of conduct for Lavelle’s supervised persons and is designed to ensure that Lavelle and its personnel meet their fiduciary obligations to clients and comply with applicable securities laws. The Code of Ethics addresses a variety of matters including: • fiduciary duties owed to clients • personal securities transactions • • • insider trading conflicts of interest confidentiality of client information Lavelle’s supervised persons are required to comply with the policies and procedures described in the Code of Ethics, including restrictions relating to personal trading. Supervised persons must report their personal securities transactions and holdings to Lavelle’s CCO, who reviews those reports to identify potential conflicts or improper 13  activity. Holdings and transaction reports are required on the schedule prescribed by Rule 204A-1 under the Investment Advisers Act of 1940, and the CCO reviews them no less than quarterly. Each supervised person receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing that he or she has received and understands the Code. In addition, each supervised person must certify annually that he or she has complied with the Code of Ethics. Clients and prospective clients may obtain a copy of Lavelle’s Code of Ethics by contacting the CCO at 415‑501‑9987. Compliance Oversight The CCO reviews reports submitted pursuant to the Code of Ethics to identify potential conflicts of interest or other compliance concerns. Where appropriate, the CCO may conduct additional inquiries or request further documentation. To address the potential conflict associated with the CCO reviewing his or her own transactions, the review of the CCO’s personal trading reports is conducted by a supervised person other than the CCO. All reviews are documented, including the identification and resolution of any issues. Material Non-Public Information Lavelle’s Code of Ethics prohibits trading on the basis of material non-public information. If Lavelle or its supervised persons come into possession of material non-public information concerning an issuer, Lavelle may be restricted from purchasing or selling securities of that issuer for client accounts or for the vehicles it manages, even where a transaction would otherwise be consistent with a client’s investment objectives. Such restrictions may remain in place until the information becomes public or ceases to be material. Gifts and Business Entertainment Lavelle’s personnel may from time to time receive meals, entertainment, or other items of value from Independent Managers, sponsors of private investment opportunities, custodians, brokers, and other service providers with which Lavelle places or may place client assets. This creates an incentive for Lavelle to maintain relationships with those parties. Lavelle’s Code of Ethics addresses the receipt of gifts and business entertainment, and Lavelle acts in its clients’ best interests when engaging with such parties. Personal Trading by Lavelle Personnel Lavelle and its partners, officers, and employees may invest personally in many of the same types of securities that Lavelle may purchase or recommend for clients. They may also hold securities of issuers that Lavelle subsequently purchases for client accounts. This practice creates a potential conflict of interest because Lavelle personnel could benefit from knowledge of client trading activity or proposed investment recommendations. Lavelle seeks to address this conflict through its Code of Ethics and related policies and procedures. Lavelle personnel may not transact in a reportable security in any account in which they have a beneficial interest without first obtaining pre-clearance from the CCO. Where Lavelle is purchasing or selling, or considering the purchase or sale of, a security for a client account, personnel with knowledge of that activity may not transact in the same security before the client transaction has been executed or abandoned, although they may participate in an aggregated order alongside clients. Lavelle also maintains a restricted list of issuers in whose securities personnel may not trade without written clearance. Where Lavelle purchases or sells a security for clients and Lavelle personnel transact in the same security on the same day, either: • • the clients and Lavelle personnel will receive the same price, or the clients will receive the more favorable price. 14  Lavelle personnel may also buy or sell securities for their own accounts based on personal investment considerations that differ from those applicable to client portfolios. Discretionary Authority and Multiple Client Accounts For client accounts over which Lavelle has discretionary authority, Lavelle has the authority to select the securities to be bought or sold and to determine the amount of securities to be purchased or sold without obtaining specific client consent for each transaction. Because Lavelle manages multiple client accounts and investment vehicles, conflicts of interest may arise with respect to the allocation of investment opportunities and the time devoted to managing individual accounts. Different clients may have different investment objectives, strategies, liquidity needs, or risk tolerances. As a result, Lavelle may provide advice to or take action on behalf of one client that differs from the advice or actions taken for another client. Lavelle may buy or sell a security for one client while simultaneously buying or selling the same security for another client, depending on the clients’ respective investment strategies and objectives. Lavelle seeks, to the extent practicable, to allocate investment opportunities among its clients in a manner that it believes is fair and equitable over time. Limited Offering Allocation Policy Many investment opportunities available to Lavelle involve limited offerings, such as investments in private companies, private investment funds, or other privately negotiated transactions. Lavelle has adopted a Limited Offering Allocation Policy to govern how such opportunities are allocated. Under this policy, Lavelle has discretion to determine whether to: (a) offer the investment opportunity directly to certain clients; (b) form an SPV through which clients and other investors may participate in the investment; or (c) invest in the opportunity for its own account or through affiliated entities. These decisions may involve subjective judgments and may be influenced by a variety of factors. Examples of factors Lavelle may consider include: the expected return characteristics of the investment strategic considerations, including whether certain investors may add value to the investment opportunity the potential impact of the investment on Lavelle’s ability to access future opportunities time constraints associated with evaluating or executing the investment confidentiality requirements imposed by the investment sponsor • • • • • • Lavelle’s interest in maintaining or developing relationships with investors, referral sources, or providers of investment opportunities To the extent Lavelle allocates participation in an investment opportunity to investors who are not Lavelle clients, the amount of capacity available for Lavelle clients may be reduced. Co-Investment by Lavelle and its Personnel Lavelle may allocate a portion of certain investment opportunities to itself or to its personnel. These investments may be made directly or indirectly, including through SPVs or affiliated entities. Lavelle believes that such co-investment arrangements help align the interests of Lavelle and its personnel with those of clients. However, these arrangements also create potential conflicts of interest because Lavelle and its personnel may benefit financially from the same investments recommended to clients. Lavelle’s personnel may also invest personally in private funds and direct private investments that are not sponsored or managed by Lavelle. Such investments create a conflict of interest where the opportunity is one that 15  Lavelle might otherwise have pursued for a client or an SPV, or where an investment by personnel would reduce the capacity available to clients. Lavelle personnel may not acquire or dispose of a security obtained through a private placement, or participate in an initial public offering, without the prior written approval of the CCO. Conflicts Related to Allocation Decisions Lavelle’s Limited Offering Allocation Policy involves several potential conflicts of interest. For example: • Lavelle may have an incentive to allocate opportunities to SPVs or investment vehicles from which it receives more favorable economic terms. • Clients who are significant to Lavelle from a financial or strategic perspective may receive larger or more frequent allocations of certain opportunities. • Smaller clients or clients with limited engagement may receive fewer allocations than they might receive under a strictly mechanical allocation methodology. • Allocation decisions may be influenced by Lavelle’s interest in maintaining relationships with investors, referral sources, or providers of investment opportunities. Lavelle believes that maintaining strong relationships with industry participants can benefit its clients by enhancing Lavelle’s access to investment opportunities. Nevertheless, such considerations may involve subjective judgments and inherent conflicts. Lavelle seeks to manage these conflicts by applying its allocation policies in a manner that it believes is consistent with its fiduciary obligations and fair to clients over time. Item 12 Brokerage Practices Custodians and Trade Execution Clients engage a qualified custodian to hold their assets and to execute transactions for their accounts. Lavelle does not select broker-dealers to execute client transactions and does not negotiate commission rates or spreads on a transaction-by-transaction basis. For client accounts over which Lavelle has discretionary authority, Lavelle directs transactions to the client’s custodian, which executes them. Lavelle recommends custodians to clients and applies the criteria described below in doing so. In recommending a custodian, Lavelle may consider a variety of factors, including: • • • • • • • • execution capabilities and trading expertise efficiency of trade execution and error resolution availability and reliability of trading systems access to computerized account information and reporting systems clearance and settlement services financial strength and reputation of the custodian custody, recordkeeping, and related services availability of quotation and market data services Lavelle seeks to obtain execution of transactions on terms that it believes are reasonable under the circumstances. Because transactions are executed through the client’s custodian, Lavelle discharges its duty to seek best execution principally through its evaluation of the custodians it recommends and its ongoing monitoring of the execution those custodians provide, rather than by selecting among executing brokers on individual transactions. In that assessment the determinative factor is not the lowest possible commission cost, but whether execution is of the best qualitative standard taking into account the full range of services provided, including the factors listed above. Lavelle does not guarantee that a client will receive the most favorable execution available on any particular transaction, and a transaction executed through a client’s custodian may cost more than the same transaction executed elsewhere. 16  Soft Dollar Arrangements Lavelle does not currently participate in soft dollar arrangements. Soft dollar arrangements generally involve the use of client brokerage commissions to obtain research or other services from broker-dealers that assist an investment adviser in making investment decisions. Wrap Fee Programs and Independent Managers Lavelle does not sponsor or participate in wrap fee programs. A wrap fee program is an arrangement under which a client pays a single fee to a broker-dealer or other financial institution for investment advisory services, brokerage execution, and custodial services. Although Lavelle may recommend that clients allocate assets to Independent Managers, those arrangements are not part of a wrap fee program. Clients typically pay fees separately for advisory services, brokerage services, custodial services, and the services of any Independent Managers. Trade Aggregation Lavelle may aggregate purchase or sale orders for securities across multiple client accounts when it believes doing so is consistent with its duty to seek best execution and is in the interests of participating accounts. When transactions are aggregated, each participating account typically receives the average execution price for the securities purchased or sold. Although aggregation is intended to benefit clients, the execution price received by an individual account may be less favorable than if the transaction had been executed separately. Brokerage Referrals Lavelle does not direct brokerage transactions to broker-dealers in exchange for client or investor referrals. Because all client transactions are executed through the client’s custodian, Lavelle does not direct brokerage and therefore has no ability to enter into such an arrangement. Directed Brokerage Because all client transactions are executed through the client’s custodian, a client’s choice of custodian determines where its transactions are executed. Clients have not to date directed Lavelle to use a custodian other than those Lavelle recommends. If a client were to do so, Lavelle may be unable to aggregate that client’s transactions with those of other clients, and the client may receive less favorable pricing or execution and may pay higher fees than clients whose assets are held at a recommended custodian. Item 13 Review of Accounts Client Account Reviews Client accounts are reviewed on an ongoing basis by Lavelle’s Managing Partner, with support from Lavelle’s investment personnel. These reviews consider the client’s asset allocation and liquidity needs, the performance and valuation of portfolio holdings, and prevailing market and economic conditions. Lavelle monitors client portfolios continuously and may make adjustments when Lavelle believes changes are appropriate in light of a client’s investment objectives, market conditions, or other relevant factors. SPV Investment Reviews Investments held through SPVs are also monitored by the Managing Partner on an ongoing basis. These reviews consider factors such as: • • the operating performance and outlook of the underlying portfolio company or investment fund changes in market conditions affecting the investment 17  • developments affecting the portfolio company’s business, management, or strategy • potential exit opportunities or liquidity events Based on these reviews, Lavelle may determine whether to recommend or pursue particular actions with respect to the investment, consistent with the governing documents of the SPV. Client Reports Clients receive account statements directly from the custodian holding their assets at least quarterly. Lavelle also provides periodic performance reporting to clients. Clients are urged to review the statements they receive from their custodian carefully and to compare them against any reports provided by Lavelle. Where there is a discrepancy, clients should rely on the custodian’s statement and notify Lavelle promptly. SPV Investor Reports Investors in Lavelle’s private investment vehicles, including the LCO Series, Lavelle Opportunity Funds, and Lavelle Active Equities, receive annual audited financial statements prepared by an independent accounting firm, together with capital account statements and any other periodic reporting provided for in the governing documents of the applicable vehicle. Investors may also receive non-confidential reports or updates provided by the portfolio company or investment fund, when available. Where a vehicle has engaged an independent fund administrator, investors receive statements directly from that administrator on the terms specified in the applicable offering documents. Item 14 Client Referrals and Other Compensation Lavelle does not currently receive compensation from third-party investment managers or other financial institutions in connection with recommending those managers to clients. If Lavelle were to receive such compensation in the future, Lavelle would disclose the nature of the arrangement and any related conflicts of interest to clients as required by applicable law. Lavelle may from time to time engage third parties to refer prospective clients to Lavelle. If Lavelle compensates any such person for client referrals, Lavelle will comply with Rule 206(4)-1 under the Investment Advisers Act of 1940, including the requirements applicable to endorsements, which call for a written agreement with the promoter, disclosure of the compensation and the resulting conflict of interest at the time of the referral, and oversight of the promoter’s activity. A person compensated for referring clients has a financial incentive to recommend Lavelle, and prospective clients would receive the required disclosures before or at the time of entering into an advisory relationship. Item 15 Custody Lavelle does not maintain physical custody of client assets. Client assets in individually managed accounts are held by qualified custodians, such as Schwab or Fidelity. The custodian of each individually managed account sends account statements directly to the client at least quarterly. Clients are encouraged to carefully review these statements and compare them with any reports they may receive from Lavelle. Lavelle may also be deemed to have custody of certain client assets under the Investment Advisers Act of 1940, including in connection with: the authority to deduct advisory fees directly from client accounts • • Lavelle’s role as investment adviser of certain SPVs With respect to SPVs managed or sponsored by Lavelle or its affiliates, the financial statements of each SPV are audited annually by an independent public accounting firm registered with, and subject to inspection by, the Public Company Accounting Oversight Board. Audited financial statements are distributed to investors in each SPV 18  within the period required or permitted under Rule 206(4)-2 under the Investment Advisers Act of 1940 and related SEC staff guidance. Item 16 Investment Discretion Lavelle typically has discretionary authority to manage client investment accounts. This authority is granted through the client’s advisory agreement or through a limited power of attorney authorizing Lavelle to make investment decisions on behalf of the client. When Lavelle exercises discretionary authority, Lavelle may determine, without obtaining specific client consent for each transaction: • • • the securities to be purchased or sold the amount of securities to be purchased or sold the timing of transactions Lavelle exercises this discretion in accordance with each client’s investment objectives, guidelines, and restrictions, as communicated to Lavelle by the client. Lavelle does not exercise discretion over the selection of broker-dealers or commission rates. Transactions are directed to the client’s custodian as described in Item 12. Clients may impose reasonable restrictions on the management of their accounts, including restrictions on specific securities or categories of securities. Clients are responsible for informing Lavelle of any changes to their investment objectives or restrictions. If a client believes that an investment made or recommended by Lavelle is inconsistent with the client’s investment objectives or restrictions, the client should promptly notify Lavelle. Clients may also instruct Lavelle at any time to sell specific securities or otherwise modify the portfolio to comply with the client’s preferences. Discretion in Special Purpose Vehicles (SPVs) For investments made through SPVs managed by Lavelle or its affiliates, Lavelle (or an affiliated entity) typically serves as the investment adviser or general partner of the vehicle. In that capacity, Lavelle has sole authority to make investment decisions on behalf of the SPV. Investors in an SPV do not participate in individual investment decisions and generally do not have discretion over the management of the SPV’s assets. The rights and obligations of SPV investors are governed by the applicable limited partnership agreement or operating agreement. Lavelle’s discretionary authority over a client’s account does not extend to subscribing the client for an interest in an SPV sponsored or managed by Lavelle. A client becomes an investor in such a vehicle only by executing subscription documents for that vehicle. Non-Discretionary Services In certain circumstances, Lavelle may provide non-discretionary investment consulting services. In these situations, Lavelle provides investment recommendations, but the client retains the ultimate authority to decide whether to implement those recommendations. Item 17 Voting Client Securities Lavelle’s authority to vote proxies varies by client account and depends on the arrangements established in the client’s advisory agreement, custodial documentation, or other applicable account agreements. In some cases, Lavelle has been granted authority to vote proxies on behalf of client accounts. When Lavelle has such authority, Lavelle votes proxies in a manner that it believes is consistent with the best interests of the client. In evaluating proxy proposals, Lavelle may consider factors such as: 19  the potential economic impact on shareholder value the effect of the proposal on shareholder rights • • • potential dilution of existing shares • management and board accountability • other factors that Lavelle believes are relevant to the interests of the client Lavelle may determine that it is appropriate to abstain from voting certain proxies. Proxy Voting by Third Parties In certain accounts, proxy voting authority may be delegated to Independent Managers who manage assets within the account. In those cases, the Independent Manager generally votes proxies relating to securities held in the portion of the portfolio that it manages. Proxy Voting by Clients In other cases, proxy voting authority remains with the client. When proxies are delivered directly to clients by the account custodian or issuer, the client is responsible for voting those proxies. Conflicts of Interest If Lavelle votes proxies for a client account and becomes aware of a material conflict of interest, Lavelle will seek to address the conflict in a manner consistent with its fiduciary duty. This may include disclosing the conflict to the client and seeking the client’s direction regarding how the proxy should be voted. Proxy Voting Policies Clients may obtain a copy of Lavelle’s proxy voting policies and procedures, or request information regarding how Lavelle voted proxies on their behalf, by contacting Lavelle. Item 18 Financial Information Lavelle does not require or solicit prepayment of advisory fees of more than $1,200 per client six months or more in advance and therefore is not required to provide a balance sheet under the requirements of the Investment Advisers Act of 1940. Lavelle has no financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. Lavelle has not been the subject of a bankruptcy petition. 20