Lotus Infrastructure Partners

Description of the Advisory Firm

B.

Types of Advisory Services

Lotus Infrastructure Partners, LP (“Lotus”), a Delaware limited partnership, provides investment advisory services to private investment funds (the “Funds” or “Clients”). Lotus was formed on October 17, 2022. Lotus Infrastructure Management Holdings, LP is the majority owner of Lotus. Lotus provides advisory services pursuant to each Fund’s offering memorandum, limited partnership agreement, subscription documents, or similar document, as applicable (“Constituent Documents”), and not to the needs of any Fund’s individual investors (“Investors”). Lotus invests in energy-related assets, with a focus on power generation, transmission, storage, and related projects, including debt and equity investments.

The Funds will offer limited partnership interests (“Interests”) to certain qualified investors as described in response to Item 7, below. C.

Client Tailored Services and Client Imposed Restrictions

D.

Wrap Fee Programs

E.

Amounts Under Management

Advisory services are tailored to achieve the Funds’ investment objectives. With respect to the Funds, Lotus has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Fund or its Investors, as long as the characteristics of such investments meet the investment criteria documented in the Constitute Documents of the applicable Fund(s). Lotus does not participate in wrap fee programs.

As of December 31, 2025, Lotus has $6,155,568,591 of assets under management, all on a discretionary basis.

Fee Schedule

The fees and compensation payable to Lotus are negotiable and vary among its Funds. However, the range of compensation is generally as follows: 1.

Management Fee

In general, the Funds pay an annual management fee equal to (i) during their commitment period, a percentage of each Investor’s committed capital, payable quarterly in advance, and (ii) following their commitment period, a percentage of each Investor’s contributed capital in

respect of the investments held by a Fund. The annual management fee rate payable by any Fund varies, but is generally between 1.25% and 1.5% for pooled investment vehicles, and a lesser percentage (or even 0% in some cases) for co-investment vehicles. Lotus or its affiliates and the Funds may enter into side letters or similar agreements with certain investors that have the effect of establishing rights under, or altering or supplementing, a fund’s governing documents, including provisions relating to management fees. 2.

Performance-based Fees

3.

Other Fees

From the Funds, Lotus affiliates generally receive carried interest equal to a prescribed portion of the Fund’s profits. The Constituent Documents disclose the nature of the carried interest prior to an Investors commitment or investment. The incentive allocation will only be charged to accounts of those Investors who are “qualified clients” as defined in Rule 2053 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). Lotus or its affiliates and the Funds may enter into side letters or similar agreements with certain Investors that have the effect of establishing rights under, or altering or supplementing, a Fund’s Constituent Documents, including provisions relating to carried interest. Lotus does not generally take acquisition fees, disposition fees or other compensation which would be duplicative of the fees or compensation provided under a Fund’s Constituent Documents from entities in which a Fund may invest, as the Fund’s Constituent Documents usually prohibit such fees. Lotus could take such fees only if authorized by a particular Fund’s Constituent Documents. In certain cases, certain parties related to a transaction (e.g., operating or joint venture partners) are expected to receive such fees from entities in which the relevant Fund invests; such compensation is ultimately borne by Investors in such Funds.

Expenses chargeable to Investors are set forth in a Fund’s Constituent Documents and can include all fees, costs, expenses, liabilities and obligations relating to the Fund’s and/or its, investments and business (to the extent not borne or reimbursed by a portfolio company), including: (i) all fees, costs, expenses, liabilities and obligations attributable to structuring, organizing, acquiring, developing, financing, refinancing, managing, operating, holding, taking public or private, valuing, winding up, liquidating, dissolving and disposing of the investments (including interest and fees on money borrowed by the Fund or an affiliate or the general partner on behalf of the Fund, pursuit costs (as described in the Constituent Documents of the Fund), registration expenses, commitment, brokerage, finders’, custodial and other fees as well as transaction research and sourcing expenses), (ii) legal, accounting, administration, custodian, depositary, auditing, insurance (including directors and officers, errors and omissions and representation and warranty liability insurance), travel (including the cost of chartering private aircraft or other private air travel at a cost not to exceed the cost of first class commercial airfare plus any other costs incurred as a result of forgoing private air travel in favor of a commercial flight, including any additional lodging and/or ground transportation costs), reasonable expenses for business development and entertainment directly related to the development and management of investments to the extent not reimbursed by a third party, litigation (including damages) and indemnification

costs and expenses, judgments and settlements, consulting, brokerage, finders’, financing, appraisal, third party valuation, filing, printing, title, transfer (including transfer agent fees), registration, telephone, engineering and environmental costs and expenses, and other fees and expenses (including fees, costs and expenses associated with the preparation or distribution of the investment fund’s financial statements, tax returns, tax estimates, FATCA filings and Schedule K1s or any other administrative, regulatory or other investment fundrelated reporting or filing (including Form PF and any investment fund-related filings or reports contemplated by the EU Alternative Investment Fund Managers Directive, if applicable, or any similar law, rule or regulation)), (iii) costs and expenses of the advisory committee incurred in accordance with the terms set forth in the Constituent Documents of the Fund, (iv) all fees, costs, expenses, liabilities and obligations incurred by the Fund, the general partner or any other person relating to investment and disposition opportunities for the Fund not consummated (including legal (whether rendered by an attorney employed by the general partner or an outside attorney or firm), accounting, auditing, insurance, travel (including the cost of chartering private aircraft or other private air travel at a cost not to exceed the cost of first class commercial airfare plus any other costs incurred as a result of forgoing private air travel in favor of a commercial flight, including any additional lodging and/or ground transportation costs), reasonable expenses for business development and entertainment directly related to such investments to the extent not reimbursed by a third party, consulting, brokerage, finders’, financing, appraisal, filing, printing, real estate title, survey, reverse breakup, termination and other fees and expenses), (v) all out-of-pocket fees, costs and expenses incurred by the Fund, the general partner or any other person in connection with the annual meetings of the Investors and any other conference or meeting with any Investor(s) (including any associated expenses related to meals and entertainment), (vi) the Fund management fee (as described above), (vii) any taxes, fees and other governmental charges levied against the Fund (except to the extent that the Fund is reimbursed therefor by a partner pursuant to the Constituent Documents of the Fund), (viii) costs and expenses that are classified as extraordinary expenses under GAAP, (ix) all fees, costs and expenses incurred in connection with the organization, management, operation, and dissolution, liquidation and final winding up of any controlled affiliates, additional investment vehicles or alternative investment vehicles (or negotiations related thereto) of the Fund, (x) unreimbursed costs and expenses incurred in connection with any transfer contemplated by and in accordance with the Constituent Documents of the Fund and (xi) any activities with respect to protecting the confidential or non-public nature of any information or data, including email hosting, disaster recovery, software and other related computer and internet expenses as well as information described in the Constituent Documents of the Fund. Funds will also bear expenses of vehicles and assets in which the Funds invest, including profit sharing, promote, carried interest, profits interest or other incentive payments due to joint venture partner or other third parties. Such expenses are ultimately borne by Fund Investors and reduce returns to the extent incurred.

Expenses related to consummated transactions generally are shared pro rata by all Funds participating in the transaction, including co-invest vehicles. To the extent co-investment

vehicles are or would be expected to be formed in connection with a proposed transaction that is not consummated, broken-deal expenses and other expenses relating to the diligence or evaluation of a prospective transaction are borne by the applicable Funds participating in the transaction and not any formed or to be formed co-investment vehicle(s) since the commitments of such vehicles are typically not finalized until a closing of a transaction.

The foregoing discussion in Item 5 represents Lotus’ basic compensation arrangements. The management fees and performance base fees described above are structured to comply with Rule 205-3 under the Advisers Act and applicable state laws. Fees and other compensation are negotiable in certain circumstances and arrangements with any particular Investor may vary. Although Lotus believes its fees are competitive, lower fees for comparable services may be available from other investment advisers.

B.

Investment Strategies

C.

Risks of Investments and Strategies Utilized

Lotus’ primary methods of analysis include modeling projections for (potential) investments to determine appropriate purchase price, sale price, or fair value (depending on the situation) and presenting such results to senior management using charts, graphs, schedules, and other deliverables. Inputs for such modeling exercise can be obtained from a number of sources, including third party market consultants. In order to make informed decisions, Lotus stays up to date on current market trends, energy needs, political discourse, financial markets, investor specific situations, and other important data by attending conferences and meetings, and using financial newspapers and magazines; research materials prepared by others; corporate rating services; timing services; annual reports, prospectuses, filings with the SEC and company press releases, among other things. Prior to making any investment in a Fund, Investors should review the applicable Fund’s Constituent Documents regarding the risks and conflicts of interest specific to each Fund. Lotus will look to make opportunistic or value-add investments across the energy infrastructure sector, with a main focus in North America. Lotus will invest in both greenfield and brownfield technologies and assets. Lotus’ strategy also focuses on disconnect in the market (e.g. disconnect between supply and demand, gas prices and energy prices, between political agenda and actual needs, etc.). Investing in securities involves risk of loss that Clients and Investors should be prepared to bear. Certain investment and trading risk factors associated with an investment in the Funds include: General Investment and Trading Risks. Clients may invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics.

The investment program utilizes such investment techniques as option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which a Client may be subject.

Common Stocks and Equity-Related Securities. Prices of common stock react to the economic conditions of the company that issued the security, industry and market conditions, and other factors and may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants and options may also vary widely.

Small- and Mid-Cap Risks. Securities of small-cap issuers may present greater risks than those of large-cap issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers.

Risks Associated with Investments in Distressed Securities. Investments in “below investment grade” securities and obligations of domestic and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Some of these securities may not be publicly traded, and it therefore may be difficult to obtain information as to the true condition of such issuers. Additionally, in certain periods, there may be little or no liquidity in markets for these securities. Such investments also may be affected adversely by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies.

Investing in High Yield Securities. High-yield securities are generally not exchange traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments.

Commodities and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, Client assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties.

Convertible Securities. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the investment value of convertible securities. The conversion value of a convertible security is determined by the market price of the underlying common stock. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security is called for redemption, a Client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on the Client’s ability to achieve its investment objective.

PIPES and Other Restricted Securities. In a private investments in public equity (“PIPE”) transaction, the Client typically purchases unregistered equity securities of a class of securities that is publicly traded and receives registration rights with respect to the unregistered securities that it purchases. The securities are not publicly tradable when the Client purchases them, however, and they may never become publicly tradable. Restricted securities generally are difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets. Futures, Commodities, and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In

addition, Client assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties.

Highly Volatile Markets. The prices of financial instruments can be highly volatile. Price movements of forward and other derivative contracts are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Clients are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses.

Use of Leverage and Financing. A Client may pledge its securities in order to borrow additional funds for investment purposes. Any event which adversely affects the value of an investment by the Client would be magnified to the extent the Client is leveraged. The cumulative effect of the use of leverage by a Client in a market that moves adversely to the Client’s investments could result in a substantial loss that would be greater than if the Client were not leveraged.

Hedging Transactions. While a Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Client than if it had not engaged in any such hedging transactions. For a variety of reasons, Lotus may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a Client from achieving the intended hedge or expose the Client to risk of loss.

Derivatives and Hedging. Derivatives are financial instruments or arrangements in which the risk and return are related to changes in the value of other assets, reference rates or indices. A Client’s ability to profit or avoid risk through investment or trading in derivatives will depend on Lotus’ ability to anticipate changes in the underlying assets, reference rates or indices. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses.

Limited Diversification. Investments may be primarily focused geographically in North American countries. Furthermore, broad diversification of investments in number or by industry or geography is not a primary investment of Lotus. This limited diversity could expose Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments.

Non-U.S. Securities. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers.

Emerging Markets. In addition to the risks associated with investments outside of the United States, investments in emerging markets (i.e., the developing countries) may involve additional risks. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices.

Illiquid Investments. Securities and other assets, may be subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Client may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale.

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As noted in Item 4, Lotus provides investment advice and management to the Funds. Investors in the Funds are expected to include sovereign wealth funds, foreign government sponsored pension plans, US pensions, insurance companies, high net worth individuals, charitable organizations, independent wealth advisors, family offices and other financial institutions.

Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly review a Fund’s Constituent Documents, which set forth all of the terms in detail.

Each Investor generally must be an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), a “qualified purchaser” (as defined in Section 2(a)(51) of the Investment Company Act), an Investor who is eligible to enter into a performance fee arrangement under state and/or federal law, as applicable, and must meet other criteria as specified in the Constituent Documents. The minimum initial investment is $10,000,000, subject to waiver at the discretion of Lotus.

As noted in Item 2 above, the Lotus affiliates are permitted to receive carried interest entitling them to a portion of the profits of the particular Fund. These profit incentives are considered performance fees for purposes of the Advisers Act, including Rule 205-3 for certain investment funds. Rule 205-3 subjects these rules to investor eligibly conditions as a “qualified client” based on measures of financial sophistication. Carried interest payments have been structured to comply with the Advisers Act, including Rule 205-3 under the Advisers Act. In any particular strategy, there could be differences in the structure of the carried interest. Differences in the performance fee structure create conflicts in that a Lotus affiliate could have greater incentive to favor investment fund structures having the most profitable performance fee structure versus other investment fund structures that have a lower or no performance fee structure. These conflicts, however, are practicably mitigated by various limitations common to private equity structures. For example, allocations of investment opportunities in investment funds using a private equity structure are typically subject to organizational limitations on the creation of successor investment funds. That is, before Lotus may permissibly raise a new investment fund, a predecessor fund in the same strategy generally must be substantially committed.

Registration as a Broker-Dealer or Broker-Dealer Representative

B.

Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Adviser

C.

Relationships Material to this Advisory Business and Possible Conflicts of Interest

D.

Selection of Other Advisors or Managers

Neither Lotus nor its management persons are registered, or have an application pending to register, with the SEC as a broker-dealer or broker-dealer representative. Neither Lotus nor its management persons are registered, or have an application pending to register, with the Commodity Futures Trading Commission as futures commission merchant, commodity pool operator, or a commodity trading adviser. There are no other relationships or arrangements that are material to this advisory business other than Lotus’ relationship with Starwood Capital Group (“SCG”), which is a real estate investment advisory fund that is indirectly controlled by Barry Sternlicht. Prior to Lotus becoming a registered investment adviser, SCG managed several energy related investment funds that are now managed by Lotus. Lotus does not utilize nor select other advisors or third party managers. All investments are managed by Lotus. For avoidance of doubt, if Lotus hires third party asset/energy managers to assist with day to day operations of the assets, all such third party consults will report to Lotus.

Personal Trading A.

Code of Ethics

Lotus has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code governs the activities of each member, officer, director and employee of Lotus (collectively, “Employees”). Lotus holds its Employees to a high standard of integrity and business practices that reflects its fiduciary duty to the Client. In serving its Client, Lotus strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Employees and Client securities transactions. When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of Client must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer. Lotus will provide a copy of its Code of Ethics to Clients and prospective Investors by submitting a written request to Lotus at the address on the cover page to this Brochure. B.

Recommendations Involving Material Financial Interests

C.

Investing Personal Money in the Same Securities as Clients

Neither Lotus nor its related persons recommends to Clients, or buys or sells for Client accounts, securities in which Lotus or a related person has a material financial interest. Although Lotus’ policies and procedures prohibit its Employees and related persons from trading ahead of Clients in the same instruments that Lotus buys or sells for Client account, there may be circumstances in which Lotus, its Employees and/or related persons have holdings in the same instruments that Lotus buys or sells for Client accounts, and they may own securities, or options on securities, of issuers whose securities are subsequently bought for Client accounts because of Lotus’ recommendations regarding a particular security. Lotus’ policy as to such transactions is that neither Lotus nor any of its Employees or related persons are to benefit from price movements that could be caused by transactions for Client accounts or otherwise Lotus addresses this conflict by requiring Employees to sign and adhere to Lotus’ Code of Ethics and to report personal securities holdings and transactions to Lotus.

D.

Trading Securities At/Around the Same Time as Clients’ Securities

If Lotus, its Employees, or related persons of Lotus buy or sell securities for themselves that Lotus also recommends to the Client., Lotus will always document any transactions that could be construed as conflicts of interest and will always transact Client business before the business of its Employees and/or related persons when similar securities are being bought or sold.

Factors Used to Select or Recommending Broker-Dealers

B.

Aggregating Trading for Multiple Funds

Lotus provides investment advice with respect to private investments. As such, the Firm’s transactions are privately negotiated and generally do not involve the use of a broker or dealer for the execution of transactions. The Firm will seek to negotiate and execute transactions in an efficient manner and consistent with its fiduciary duties to the Investors. Due to the nature of the Firm’s investment advice and relationship with its Funds, the Firm does not expect to engage in soft dollar arrangements with broker-dealers, consider Investor referrals when selecting or recommending a broker-dealer, or engage in directed brokerage. If, in the future, the Firm does utilize broker-dealers for transactions, this section will be updated accordingly. Lotus may (but is not required to) combine orders on behalf of Fund with orders for other Funds for which it or its principals have trading authority, or in which it or its principals have an economic interest. When it does, Lotus will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. Lotus believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Fund than if that Fund had been the only Fund effecting the transaction or had completed its transaction before the other participants. Because of Lotus’ relationship to the Funds it manages by virtue of its position as an investment manager, there may be circumstances in which transactions for such Funds may not, under certain laws, regulations and internal policies, be combined with those of some of Lotus’ and its affiliates’ other Funds, which may result in less advantageous execution for those Funds. Lotus may place orders for the same security for different Funds at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Funds in the same security may also be dependent upon other factors relating to the suitability of the security for the particular Fund. In addition, Lotus and/or its related persons or Funds may buy or sell specific securities for its or their own account that are not deemed appropriate for Funds at the time, based on personal investment considerations that differ from the considerations on which decisions

as to investments for the Funds are made. Where execution opportunities for a particular security are limited, Lotus attempts in good faith to allocate such opportunities among the Funds in a manner that, over time, is equitable to all Funds.

Economic Benefits Provided by Third Parties

B.

Compensation to Non-Advisory Personnel for Client Referrals

Lotus does not receive any economic benefit, directly or indirectly from any third party for advice rendered to the Client. Lotus has entered into compensation arrangements with unaffiliated placement agents for introducing investors to certain Funds. Placement agents are generally compensated based upon the capital committed to the Funds by Investors that were identified by such private placement agent(s), pursuant to a written agreement between Lotus and such private placement agent(s). In accordance with the terms of the relevant Fund’s Constituent Documents, any such placement agent fees will be payable by Lotus and/or its related entities, either directly or through an offset of the advisory fee payable by the relevant Fund to Lotus. A Fund investor will not bear any additional charges as a result of an introduction through a placement agent or unaffiliated third party.

Neither Lotus nor its management persons have been a party to any legal or disciplinary events that would be material to an Investor’s or prospective Investor’s evaluation of its investment advisory business or the integrity of its management.

Frequency and Nature of Periodic Review and Who Makes Those Reviews

B.

Factors That Will Trigger a Non-Periodic Review of Client Accounts

C.

Content and Frequency of Regular Reports

Lotus reviews Client accounts on a quarterly basis to track performance and compliance with fund operating documents. Asset allocation, cash management, market prospects and individual issue prospects are considered. The reviews are conducted by the accounting and finance team, under the direction of David Arbia, Managing Director and Chief Financial Officer. Reviews will take place more frequently if triggered by economic, market, or political conditions. Investors in the Funds will generally receive unaudited reports of performance quarterly and will receive audited year-end financial statements annually.

All Fund assets will be held in custody by unaffiliated broker/dealers or banks that serve as qualified custodians; however, Lotus could be deemed to have access to Client accounts since its affiliates will serve as general partners of the Funds. Investors in the Funds will not receive statements from the qualified custodian. Instead, the Funds will be subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements will be distributed to each Fund’s respective investors. The audited financial statements will be prepared in accordance with generally accepted accounting principles and distributed within 120 days of each Fund’s fiscal year end.

The Funds’ Constituent Documents generally authorize Lotus to invest and trade the assets in a broad range of investments, to be selected at Lotus’ sole discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, Lotus is generally permitted to enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate. Investment advice is provided directly to each Fund and not individually to the Investors of any Fund.

Lotus exercises voting authority over Client proxies and has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. The Firm’s proxy voting policy is designed to ensure that all proxy voting is conducted in the best interest of its Funds, in accordance with the Firm’s fiduciary obligations. With respect to the Firm’s Funds, it should be generally noted that proxies are voted infrequently due to the lack of public positions in the portfolios of the Funds. The Firm’s investment philosophy is that issuer management is best suited to make the decisions essential to the company's ongoing operation. Therefore, the Firm will generally vote proxies in line with issuer management. However, in the best interest of its Funds, in circumstances where the Firm believes that issuer management’s recommendation will not maximize value for a Fund or where it would inappropriately insulate issuer management from accountability to stockholders or regulatory oversight, the Firm may vote against issuer management. In such cases, the reasoning for the decision, along with a record of the vote, will be retained by the CCO in accordance with the Firm’s record keeping policy.

Lotus has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy petition.

A.

Balance Sheet

B.

Financial Condition

C.

Bankruptcy Petitions in Previous Years

Lotus does not require nor solicit prepayment of more than $1,200 in fees per Client, six months or more in advance and therefore does not need to include a balance sheet with this Brochure. Lotus has discretionary authority over the Clients’ assets. At this time, neither Lotus nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Clients. Lotus has never been the subject of a bankruptcy petition.