New China Capital Management, LP

New China Capital Management Corp. (“NCCM ” or the “Adviser”) provides investment advice to private equity funds. NCCM is directly and indirectly 50% owned by each of Paul S. Wolansky and S. Donald Sussman. NCCM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). NCCM was formed as a Delaware corporation in 2013. The Adviser, along with its affiliates and predecessors have, since 1992, implemented a core strategy of providing growth capital to middlemarket companies in the fast growing private sector of the Chinese economy. NCCM acts as the investment adviser to Cathay Capital Holdings III, L.P. (“CCH III”) and Cathay Opportunity Fund, L.P. (“COF”) (together, the “Cathay Funds”). NCCM Corp. indirectly provides investment advisory services to Cathay Capital Holdings III Corp. Ltd. (which invests substantially all of its assets in CCH III) and Cathay Opportunity Fund Corp, Ltd. (which invests substantially all of its assets in COF) (together, the “Overseas Funds”), The Cathay Funds are pooled investment vehicles that are not registered under the Investment Company Act of 1940, as amended (the “ICA”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The investors in the Cathay Funds are primarily “qualified purchasers” as defined in the ICA. Investors in the Overseas Funds must be “accredited investors” as defined under Regulation D under the Securities Act, “qualified purchasers” as defined in the ICA and “qualified eligible persons” as defined in regulations promulgated by the U.S. Commodities Futures Trading Commission. An affiliate of NCCM previously acted as the investment adviser to Cathay Capital Holdings, L.P. (“CCH”) and Cathay Capital Holdings II, L.P (“CCH II”). In 2022, CCH was liquidated and the remaining assets of CCH II were transferred to a liquidating trust. As the investment adviser of CCH III, NCCM, along with Cathay Capital III Master GP, Ltd., the general partner of CCH III (“Cathay Capital III Master GP”), selects and disposes of investments of CCH III. As the investment adviser of COF, NCCM, along with Cathay Capital IV Master GP, Ltd., the general partner of COF (“Cathay Capital IV Master GP”), selects and disposes of investments of COF. Each of Cathay Capital III Master GP and Cathay Capital IV Master GP are referred to herein individually as a “General Partner” and collectively as the “General Partners”. In making decisions for or on behalf of the Cathay Funds, including with respect to the nature or structuring of investments, the General Partners and the Adviser consider the interests of each of the Cathay Funds, as applicable, and not the particular interest of investors individually. Thus, any such decision may be more or less beneficial for one investor than for another investor, in respect of their individual tax situations, investment objectives or otherwise. The Adviser provides investment advisory services to the Cathay Funds pursuant to investment management agreements (each, an “Investment Management Agreement”). The terms of the investment advisory services provided by NCCM to a Cathay Fund, including specific investment guidelines and restrictions, are set forth in each Cathay Fund’s Investment Management Agreement, offering documents and/or governing documents. Such investment guidelines and restrictions limit the focus of the Adviser’s investment advisory activity primarily to the development of a portfolio of direct and other investments in companies operating in or affected

by economic activity in the People’s Republic of China (the “PRC”) and securities reasonably related to such investments. Investors in the Cathay Funds cannot impose any additional investment guidelines or restrictions on the Cathay Funds. As of December 31, 2025, NCCM managed a total of approximately $233 million client assets on a discretionary basis. The Adviser does not manage client assets on a non-discretionary basis.

As compensation for investment advisory services, NCCM receives from CCH III and COF, during a specified investment commitment period, a semi-annual management fee payable less than six months in advance (the “Management Fee”), generally equal to 1% (2% per annum) of the aggregate investments committed to such Cathay Fund. After the expiration of the relevant investment commitment period, the Management Fee is generally equal to 1% (2% per annum) of aggregate capital contributions in respect of outstanding portfolio investments. The applicable General Partner may, in its sole and absolute discretion, reduce, waive or calculate differently all or a part of the Management Fee with respect to any investor in the relevant Cathay Fund, including any investors that are affiliates or employees of the Advisers, members of the immediate families of such persons and trusts or other entities for their benefit. B.

The Management Fee is billed to each of CCH III and COF.

C. Each Cathay Fund typically bears all of the expenses relating to such Cathay Fund’s activities (to the extent not reimbursed by a portfolio company), including, without limitation:

legal, accounting, consulting, audit and tax preparation expenses (including costs of reports to investors, financial statements, tax returns and K-1s);

expenses related to the advisory board of such Cathay Fund;

fees of the administrator;

investment expenses (i.e., expenses which are related to the acquisition, holding, monitoring, supervision and disposition of such Cathay Fund’s proposed or actual portfolio investments);

third party and out-of-pocket expenses in connection with transactions not consummated;

all expenses of liquidating such Cathay Fund;

premiums for insurance for protecting such Cathay Fund, the applicable General Partner and applicable Adviser, and any of their respective affiliates;

expenses related to organizing companies through or in which portfolio investments will be made;

extraordinary expenses (such as litigation);

taxes or other governmental or regulatory charges payable by such Cathay Fund;

certain indemnity obligations of such Cathay Fund to the applicable General Partner; and

certain expenses incurred in connection with defaulting investors.

Brokerage fees and other transaction expenses that are incurred by the Cathay Funds are disclosed in the offering documents and/or governing documents of the Cathay Funds under the caption “Transaction Costs” and are also discussed in Item 12 – Brokerage Practices below. To the extent the Adviser, the General Partners or their respective affiliates pay any of the expenses outlined in this Item 5.C. on behalf of the Cathay Funds, the relevant Cathay Fund is or will be required to reimburse the Adviser, such General Partner or such affiliate, as the case may be, upon request. These expense reimbursements are in addition to the advisory fees described in Item 4 – Advisory Business and are disclosed to investors in the relevant offering documents and/or governing documents. D. Pursuant to the Investment Management Agreement of CCH III and COF, any payment of the Management Fee for a period of less than six months is reduced on a pro rata basis according to the actual number of days during the period, and the excess is refunded by NCCM to CCH III and COF, as applicable. E. Other than as stated above, neither the Adviser nor any of its supervised persons accepts or otherwise receives directly or indirectly any compensation for the sale of securities or other investment products.

Below is a summary of methods of analysis and investment strategies employed by the Adviser and the material risks associated therewith. The offering documents and/or governing documents of each Cathay Fund include additional information on these risks, and should be reviewed by any participating investor. An investment in a Cathay Fund involves a degree of risk. There can be no assurance that the investment objectives of any Cathay Fund will be achieved, or that investment in any Cathay Fund will receive a return of capital. Investors in any Cathay Fund should be prepared to bear the loss of their investment. Methods of Analysis and Investment Strategies. The Adviser believes that certain “developed” industries elsewhere in the world are growth industries in China. These include, but are not limited to, fast-moving consumer goods, financial services, data services, logistics, cybersecurity and clean energy. As Chinese consumers become more sophisticated, the markets that service those consumers evolve in much the same ways as similar markets in now developed countries developed. The Adviser believes that these industries generally provide more attractive investment opportunities on a “risk/reward” basis than investments in companies with unproved technology such as new cancer drug and business models. The Adviser believes that the Chinese economy is in a historical pivotal moment amid the ongoing trade war with the US and emerging from a worldwide pandemic and that there are fundamental changes in the direction and structure of the Chinese economy which are extremely positive to our long-term belief in the future of a domestic demand-driven economy in China. Among other things, the SINO-US trade war and the US sanction of certain Chinese technology companies have forced a decoupling of the Chinese and US economies in many high-tech industries, creating a natural protective environment for domestic Chinese emerging players to

replace once-dominant foreign players in the Chinese market. Additionally, the disruption in the global supply chain during the pandemic and the US’ intention to reduce reliance on China have expedited the Chinese government’s initiatives to “upgrade” its manufacturing capabilities to high value-added processes and services. Companies that take advantage of these trends may offer attractive investment opportunities. The Adviser believes that the future growth of the Chinese economy will continue to be fueled by domestic demand created by increasing personal disposable income and continued urbanization. China is losing its low-cost manufacturing advantage as inputs costs such as land, energy, and especially labor increase, partly as a result of economic development and partly as the government phases out subsidies originally designed to encourage exports. This development has also been supported by the Chinese government’s desire to move the Chinese industries up the value chain to produce more value-added services and products which support higher wage levels. Consequently, most of the companies selected by the Adviser likely will focus on expansion in the domestic Chinese market, rather than export. The Adviser generally advises the Cathay Funds to take minority interests in portfolio companies (with appropriate controls and safeguards) but may deem it beneficial to take control positions in certain circumstances. Over time, the universe of exit opportunities available to financial investors in China has expanded dramatically. The Adviser expects that the most likely exits for the Cathay Funds’ investments are (1) IPOs on the Stock Exchange of Hong Kong, NASDAQ, NYSE, London’s AIM or other overseas exchanges, (2) trade sales to international industrial companies looking to enter or expand operations in China, (3) trade sales to Chinese industrial companies looking to expand their product lines or market share, (4) trade sales to domestic A-Share listed companies looking to capture arbitrage opportunities between valuations of non-listed companies and the valuation of their listed shares; (5) IPOs on the Chinese domestic exchanges (including the Shanghai STAR Board), and (6) sales to larger overseas or Chinese private equity funds. Over the course of the experience of the Adviser and its affiliates in China, exits have been achieved in all six of the categories listed above. Each potential investment project is subjected to evaluation and due diligence. The Adviser is presented with a very large number of potential projects each year. The evaluation process helps the Adviser narrow down the potential projects, so that staff resources are concentrated on the projects which show the most promise. The Adviser pursues a due diligence process prior to each investment by a Cathay Fund. This due diligence process generally includes, among other things, analysis of both the company’s operations and the competitive market, interviews with management, customers and industry experts, and financial and legal due diligence. The Adviser spends considerable time studying local legal and regulatory issues. The due diligence process will vary, however, from investment to investment as deemed appropriate by the applicable General Partner. Most investments advised by the Adviser are made in companies which are not publicly traded at the time of investment; however, some investments may be in securities of certain listed companies, some of which lack significant liquidity. In advising the Cathay Funds, the Adviser implements the following investment strategies:

Focus on the Private Sector of the Chinese Economy. The Adviser generally targets companies in the private as opposed to state-owned sector of the economy. This is the fastest growing segment of the Chinese economy and, given the inefficiencies in the Chinese system of capital allocation, presents very attractive opportunities for private equity investments, which often consist of providing working capital in return for private equity returns. Focus on Proven Industries, Products and Services. The Adviser generally targets companies in industries whose potential has been already proved elsewhere in the world, which the Adviser believes provide better opportunities (on a “risk/reward” basis) than untried areas of the economy. Focus on Established, Well Managed Companies. The Adviser generally targets companies with a record of operation, a strong management team and the willingness to adopt appropriate corporate governance procedures. By investing in established but growth stage companies, as opposed to “concept plays,” the Adviser believes that they will be able to reduce the execution and market risks associated with early-stage investments. Focus on the Domestic Market. The Adviser generally targets companies that seek to take advantage of the development of the domestic markets rather than export markets. The PRC’s cost advantage in manufacturing has been diminishing and, the Adviser believes, will continue to diminish over time as labor, energy and land costs continue to rise. At the same time, the Advisers believe that the domestic economy will continue to grow along with the consumer base. Focus on Building Partnerships with Portfolio Companies. When the size and structure of the investment so permit, the Adviser uses its role as both investor and adviser to enable it to build a true partnership with their portfolio companies. This in turn will allow the Adviser not only to monitor better the progress of the company in fulfilling its development plan, but also to influence that progress and provide assistance where necessary. Certain Risk Factors. The methods of analysis and investment strategies described above involve a substantial degree of risk, and a Cathay Fund may lose all or a substantial portion of the value of its investment. Material risks relating to the investment strategies and methods of analysis described above include the following, each of which is described in more detail in the applicable Cathay Fund’s offering document. Nature of Investment. An investment in a Cathay Fund requires a long-term commitment, with no certainty of return. There is likely to be little or no near-term cash flow available to the investors. Many of the Cathay Funds’ investments will be highly illiquid, and it is expected that the investors will achieve liquidity on their investments only when they receive interim distributions and upon termination of a Cathay Fund. Moreover, there can be no assurance that the Cathay Funds will be able to realize on such investments in a timely manner. Dispositions on such investments may require a lengthy time period or may result in a distribution in kind to the investors. Dependence on Key Personnel. The success of the Cathay Funds will depend in large part upon the ability of the Cathay Funds’ investment team (including the Adviser) to develop and implement

investment strategies that achieve each Cathay Fund’s investment objective. If a number of senior employees of such investment team were to become unable to participate in the management of the Cathay Funds, the consequences to the Cathay Funds could be material and adverse. For example, if such an event occurred, the performance of the Cathay Funds could be materially adversely impacted or the Cathay Funds could be prematurely terminated. No Limited Partner Participation in Management. Investors in any Cathay Fund generally will have no opportunity to participate in the conduct of the business or in the operations, including investment decisions, of such Cathay Fund and must rely entirely on the Adviser and the applicable General Partner of such Cathay Fund to conduct and manage the affairs of the Cathay Fund. Limited Liquidity. An investment in a Cathay Fund provides limited liquidity. Interests in the Cathay Funds are not registered under the Securities Act or any other securities laws and, therefore, cannot be resold unless they are subsequently registered under such laws or registration thereunder is not required pursuant to an exemption from registration or otherwise. Interests are also subject to substantial restrictions on transferability under the relevant fund documents. There is no market for any interests in the Cathay Funds and none is expected to develop. Also, an investor generally may not elect to withdraw all or any part of its capital account during a specified period, and investors may not be able to liquidate their investments prior to the end of such period. Availability of Suitable Investments. Investors must rely on the Adviser’s ability to identify, structure, and implement investments consistent with the Cathay Funds’ investment program. While the applicable General Partner may believe that suitable investment opportunities of the type in which the Cathay Funds intend to invest are currently available, there can be no assurance that such investment opportunities will continue to be available for the Cathay Funds’ investment activities, that there will be a sufficient number of such investment opportunities to enable the Cathay Funds to invest all committed amounts, or that such investment opportunities will satisfy the Cathay Funds’ investment criteria or lead to completed investments by the Cathay Funds. Competition for Investment Opportunities. There may be competition for investments from numerous other potential investors, many of which will have significant financial resources. As a result, there can be no guarantee that a sufficient quantity of suitable investment opportunities for any Cathay Fund will be found, that investments on favorable terms can be negotiated, or that any Cathay Fund will be able to fully realize the value of such Cathay Fund’s investments. Competition for investments may have the effect of increasing any Cathay Fund’s costs and expenses, thereby reducing investment returns to such Cathay Fund. Unspecified Use of Proceeds. As of the date of investments by investors, each Cathay Fund may not have selected the investments that it will make. Purchasers of interests in a Cathay Fund will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Cathay Funds and, accordingly, will be dependent upon the judgment and ability of the Adviser and applicable General Partner in investing and managing the capital of the Cathay Funds. No assurance can be given that the Cathay Funds will be successful in obtaining suitable investments, or that if such investments are made, the investment objectives of the Cathay Funds will be achieved.

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As described in Item 4 – Advisory Business above, NCCM provides investment advisory and management services to CCH III and COF. The minimum capital commitment to CCH III and COF is $5 million, subject to the sole and absolute discretion of Cathay Capital III Master GP. The board of directors of each Overseas Fund may authorize the acceptance of commitments in such Overseas Fund from investors for any amount.

Cathay Capital III Master GP and Cathay Capital IV Master GP each receive a “carried interest” allocation equal, in the aggregate, to 20% of the cumulative realized net profits on the interests of each investor in the applicable Cathay Fund, subject to certain hurdles, which carried interest is distributed to such General Partner upon the realization of specific investments of such Cathay Fund. Upon termination of a Cathay Fund, if the amount of the carried interest previously distributed to its General Partner in respect of any investor in such Cathay Fund exceeds 20% of the cumulative net profits on such investor’s interests in all investments of such Cathay Fund in which such investor had an interest, then such General Partner will return to such Cathay Fund such excess, less income taxes attributable thereto. Performance-based compensation may in certain instances encourage portfolio managers to overvalue assets in order to increase the amount of that performance-based compensation. In the

case of the Cathay Funds, the carried interest received by the General Partners is or will be payable only after a specific investment is realized. Neither Cathay Capital III Master GP nor Cathay Capital IV Master GP receives an incentive allocation based on valuations that it makes. However, the General Partners’ incentive allocation arrangement may create an incentive for the Advisers to make investments that are riskier or more speculative than would be the case if such an arrangement were not in effect.

The Adviser is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, no supervised persons of the Adviser are registered representatives of a broker-dealer. B. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, with the Commodities Futures Trading Commission, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. C. The Adviser is an affiliate of the General Partners. Paul S. Wolansky and S. Donald Sussman are the sole directors of each General Partner. The Adviser is an affiliate of New China Investment Management, Inc. (“NCIM”). NCIM was the investment manager of The Cathay Investment Fund, Limited (“CIF”), a private investment fund formerly engaged in making private equity and related investments in greater China which was liquidated in 2022. Paul S. Wolansky and S. Donald Sussman each have a 50% interest in, and are the sole directors of, NCIM. Certain supervised persons of the Advisers also provide services to NCIM. Paul S. Wolansky and S. Donald Sussman were members of the board of directors of CIF. Each Adviser is an affiliate of New China Capital Advisors (HK) Ltd., a Hong Kong limited company, which is beneficially owned by Paul S. Wolansky, S. Donald Sussman and Hermann Leung, and which provides administrative and other services to the Advisers. S. Donald Sussman is the sole beneficial owner of Paloma Partners Advisers L.P. (“Paloma Advisors”), which provides investment advisory services to other private investment funds on a discretionary basis. S. Donald Sussman is also a director of Paloma Partners Management Company (“PPMC”). PPMC, an SEC-registered adviser (SEC File Number 801-72796) and a Paloma Advisors affiliate, provides investment advisory services to other investment funds on a discretionary basis. Paloma Advisors is a “relying adviser” in respect of PPMC’s investment adviser registration with the SEC. Each of Paloma Advisors and PPMC is a member of the National Futures Association (“NFA”), a registered commodity pool operator and a swap firm. S. Donald Sussman is registered with the NFA as a principal and an associated person of both Paloma Advisors and PPMC.

Certain inherent conflicts of interest arise from the fact that the Adviser, the General Partners, and their respective affiliates will provide management and investment management services to multiple Cathay Funds. In addition, the Adviser and its affiliates may in the future carry on investment activities for other clients, including other investment funds, client accounts and proprietary accounts in which the Cathay Funds will have no interest and where respective investment strategies may or may not be substantially similar. Depending on the circumstances, a Cathay Fund may co-invest with other funds affiliated with the Adviser and the General Partners. The applicable General Partner will seek the advice of an advisory board consisting of unaffiliated investors in the relevant Cathay Fund (the “Advisory Board”) prior to consummating (a) any transaction between such Cathay Fund and any such affiliate in which one party causes another party to purchase or sell securities or other property to or from the other party, (b) any co-investment in a portfolio company by the relevant Cathay Fund and any such affiliate and (c) any investment in a portfolio company in which any such affiliate has a pre-existing investment. The Adviser may in the future in its sole and absolute discretion offer any co-investment opportunities that may be available to strategic investors, lenders and/or one or more investors in a Cathay Fund and may receive compensation from such persons in connection with such coinvestment opportunities. Co-investment opportunities may be made available through entities formed for such purpose. In determining whether any co-investment opportunity exists and the allocation thereof, the Adviser takes into account all relevant factors, including the size of the investment required by the relevant portfolio company, the size of the investment made or proposed to be made by a Cathay Fund, the size of the investment of an investor in such Cathay Fund considered for co-investment and whether providing such opportunity to any other investors that are not investors in the Cathay Funds could potentially benefit such Cathay Fund in any way, at the time of the relevant investment or in the future. In addition, the Adviser may organize one or more co-investment funds for the Adviser and its employees to co-invest with the Cathay Funds. The employee co-investment funds, if any, will pay no Management Fee and no carried interest and will invest in portfolio companies at the same time and on terms no more favorable than those of the relevant Cathay Fund. During the investment commitment period for CCH III, NCCM generally had the obligation to present suitable investment opportunities to CCH III ahead of any other Cathay Fund. The investment commitment period for CCH III has expired. During the investment commitment period for COF, NCCM generally has the obligation to present suitable investment opportunities to COF ahead of any other Cathay Fund. The Adviser and any of its respective partners, directors, members, officers and employees (collectively, “Investment Persons”) may engage directly or indirectly in any business or other activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with securities for their own accounts, for the accounts of family members, and for the accounts of individual and institutional clients. These activities may conflict with Investment Persons’ activities on behalf of their clients. For example:

Investment Persons may individually or on behalf of clients invest in the same securities in which the Cathay Funds may invest or trade (or in the Cathay Funds themselves), and may invest the assets of the Cathay Funds in a security while withdrawing (or recommending the withdrawal of) the same investment held by the Cathay Funds; and

Investment Persons may give advice and take action in the performance of their duties to one account which may differ from the timing and nature of action taken with respect to another account.

These other activities may affect the prices and availability of the securities and other financial instruments in which the Cathay Funds invest. The Adviser and its affiliates may in the future form new investment funds with investment objectives and targeted investments which are substantially similar to those of the Cathay Funds. However, the constitutive documents of the Cathay Funds prohibit Paul S. Wolansky and S. Donald Sussman from forming any such new investment funds during the relevant investment commitment period unless otherwise approved by the requisite number of investors in each Cathay Fund. However, the Adviser and Paul S. Wolansky and S. Donald Sussman are not prohibited from organizing, sponsoring or otherwise being involved with any (a) fund or program that the applicable General Partner reasonably determines that the principal purposes of such fund or program is to make investments that would not be suitable for the relevant Cathay Fund or (b) publicly traded acquisition companies and vehicles. In the event the Adviser carries on investment activities for other clients (other than the Cathay Funds or New Fusion (as defined below), including other investment funds, client accounts, proprietary accounts and sponsorship of publicly-traded acquisition companies and vehicles in which the Cathay Funds will have no interest, the investment strategies employed for such accounts could conflict with transactions and strategies employed in managing the Cathay Funds’ portfolios and affect the prices and availability of the securities in which the Cathay Funds invest. Conversely, participation in specific investment opportunities may be appropriate, at times, for both the Cathay Funds and such other accounts. In such cases, participation in such opportunities will be allocated on an equitable basis, taking into account such factors as the relative amounts of capital available for new investment and the respective investment programs and portfolio positions of the Cathay Funds, on the one hand, and the other accounts, on the other hand. Such considerations may result in allocations of certain investments among the Cathay Funds, on the one hand, and the other accounts, on the other hand, on other than a pari passu basis. An affiliate of NCCM has for a number of years been a minority shareholder of, and has provided investment advice to, New Fusion Capital, Ltd. and its affiliates (“New Fusion”). New Fusion generally advises clients with respect to investments in China made in Renminbi or large transactions (exceeding $100 million) typically involving state-owned enterprises. New Fusion has represented to an affiliate of NCCM that the entities managed by NCCM would have certain non-exclusive co-investment rights for any projects developed by it which may be legally invested by foreign investors. Any such potential investment opportunity may be available to the Cathay Funds. In the event that NCCM deems any such project to be suitable and appropriate for the

Cathay Funds, Cathay Master GP will seek the advice of the relevant Advisory Board prior to consummation by such Cathay Fund of any such potential investment. The conflicts and potential conflicts described above are disclosed to investors in the Cathay Funds in the relevant offering documents and/or governing documents, and are further addressed through (a) the good faith judgments and actions of the Investment Persons to treat their clients fairly and in their best interests in accordance with applicable laws and duties, (b) the above mentioned undertakings and restrictions in the operative documents for the Cathay Funds, for example regarding investment opportunities, and (c) applicable compliance policies and procedures of the Adviser and the General Partners. D. The Adviser does not select or recommend other investment advisors for its clients and does not receive, directly or indirectly, any compensation from other investment advisers.

Trading. The Adviser adopted a code of ethics (the “Code of Ethics”) in accordance with Rule 204A-1 of the Advisers Act. The Code of Ethics covers such matters as (a) disclosure of personal securities trading, (b) insider trading, (c) personal conflicts of interests such as providing investment advice to persons other than the Cathay Funds, accepting gifts and commissions and (d) compliance with applicable anti-corruption and anti-bribery statutes. The Code of Ethics is distributed to each employee at the time of hire. The Code of Ethics is also available to clients and prospective clients upon request by contacting the Chief Compliance Officer, Robert Stillman, at the telephone number or address listed on the Cover Page of this Brochure. Investment Persons may have multiple advisory, transactional, financial and other interests in securities, instruments, companies or investment vehicles that may be purchased or sold for the Cathay Funds, with potentially different economic beneficial interests and in some cases with fiduciary obligations for different investor constituencies. The Adviser has established a variety of procedures and disclosures designed to address conflicts of interest arising between the Cathay Funds, on the one hand, and the Adviser or the other Investment Persons, on the other. Please see also Item 10 – Other Financial Industry Activities and Affiliations above.

While the Adviser does not typically use broker-dealers to effect portfolio transactions on behalf of the Cathay Funds, in instances where the Adviser does select broker-dealers on behalf of the Cathay Funds, the Adviser does not adhere to any rigid formulas, but weighs a combination of factors or criteria in its selection process. For example, in selecting broker-dealers to effect portfolio transactions, the determination of what is expected to result in best execution on an overall basis involves a number of factors, including: price, the ability of the broker-dealers to effect the transaction, their facilities, reliability and financial responsibility and any products or services provided by such broker-dealers. In placing orders for the purchase and sale of securities for clients, the Adviser’s policy is to seek the best execution of orders on an overall basis, which means that it seeks to ensure that the client’s total cost or proceeds is the most favorable under the

circumstances. Accordingly, if the Adviser determines in good faith that the amount of transaction costs (e.g., commissions, markups and markdowns) imposed by a broker-dealer is reasonable in relation to the value of the products or services provided by such broker-dealer, the Adviser may incur transaction costs to such broker-dealer in an amount greater than the amount that might be incurred if another firm was used. The Adviser does not have any obligation to use executiononly broker-dealers in effectuating transactions on behalf of its clients. Research products or services may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities and other products or services (e.g., quotation equipment and computer related costs and expenses) providing lawful and appropriate assistance to the Adviser in the performance of its investment decision-making responsibilities. “Soft dollar” payments or rebates of amounts paid to broker-dealers may arise from over-thecounter principal transactions, as well as exchange traded agency transactions. In addition, such payments or rebates may be made by futures brokers in connection with futures transactions. By directing trades to particular broker-dealers, the Adviser may generate “credits” (which may be redeemed for products and services provided by those broker-dealers). The use of soft dollars may cause clients to effectively pay compensation higher than otherwise would be paid in the absence of a soft dollar arrangement. To the extent the Adviser receives soft dollar products and services, it is saving money of its own that it would otherwise have to spend (unless those expenses would otherwise be paid for or reimbursed by a fund). Products and services may be used by the Adviser for itself and/or in servicing some or all of its clients. Some products and services may not necessarily be used for the Cathay Funds even though their compensation dollars provided for those products and services. The Cathay Funds, therefore, may not, in any particular instance, be the direct or indirect beneficiaries of the products and services provided. Further, the relationships with broker-dealers that provide soft dollar products and services to the Adviser may influence its judgment in allocating brokerage business and create a conflict of interest in using the services of those broker-dealers to execute the relevant Cathay Fund’s brokerage transactions. The use of client commissions for soft dollar products and services is subject to the Adviser’s policies and procedures, which include the pre-approval and documentation of soft dollar products and services, and a periodic evaluation of the performance and execution capabilities of the broker-dealers that provide products and services to the Adviser. The Adviser currently has no formal arrangement with specific brokers or dealers to receive research or other services beyond transaction execution for brokerage commissions from client transactions, but may enter into one or more such arrangement in the future.

No persons other than the Cathay Funds provide an economic benefit to the Adviser for providing investment advice or other advisory services to their clients. B. Neither the Adviser nor any related person directly or indirectly compensates any person who is not a supervised person of the Adviser for client referrals.

None.

The portfolio investments of the Cathay Funds are reviewed by the Adviser not less frequently than monthly. The employees of the Adviser monitoring the portfolio investments of the Cathay Funds include the Chief Executive Officer, Managing Directors and other investment professionals. The Adviser typically provides to the Cathay Funds monthly financial statements, economic allocation schedules and a schedule of portfolio investments. In addition, the Adviser furnishes to

investors of the Cathay Funds as soon as practicable after the end of each taxable year (or as otherwise required by law) annual reports containing financial statements audited by such funds’ independent public accountants, as well as such tax information provided in writing as is necessary for each investor to complete federal and state income tax or information returns, along with any other tax information required by tax law.

Cathay Capital III Master GP, an affiliate of NCCM, is deemed, as the general partner of CCH III, to have custody of CCH III’s assets. NCCM provides account statements to CCH III directly. Cathay Capital IV Master GP, an affiliate of NCCM, is deemed, as the general partner of COF, to have custody of COF’s assets. NCCM provides account statements to COF directly. Please refer to Item 13 – Review of Accounts above for a description of reports that are provided to investors in the Cathay Funds.

NCCM has been appointed as the investment manager of CCH III and COF with discretionary trading and investment authorization. The Adviser and the General Partners have or will have discretionary authority with respect to investment decisions, and their advice with respect to each applicable Cathay Fund is made in accordance with the investment objectives and guidelines as set forth in such Cathay Fund’s Investment Management Agreement, offering documents and/or governing documents. Please refer to Item 4 – Advisory Business and Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for a description of the investment criteria of the Cathay Funds.

As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)‐6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority. Because NCCM has discretionary authority over the securities held by CCH III and COF, NCCM is viewed as having proxy voting authority over such securities. Accordingly, the Adviser is subject to the Proxy Voting Rule. To meet its obligations under this rule, the Adviser has adopted written Proxy Voting Policies and Procedures, which are available to clients and

prospective clients upon request. These policies and procedures are reasonably designed to ensure that the Adviser votes proxies in the best interest of the Cathay Funds and addresses how the Adviser will resolve any conflict of interest that may arise when voting proxies.

The Adviser is not aware of any financial conditions reasonably likely to impair its ability to meet contract commitments to its clients.