Lucid Management and Capital Partners LP: investment adviser

The Adviser seeks attractive risk-adjusted returns on cash alternative and short-duration, fixed income portfolios while preserving capital, liquidity and a stable net asset value. The Adviser draws upon the extensive experience of the investment team in managing fixed income portfolios and collateralized transactions at several leading global banks, dealers and investment funds. The Adviser provides advice to the Funds based on specific investment objectives and strategies of each Fund. The Adviser does not tailor its advisory services to the individual needs of Fund investors. As of December 31, 2025, the Adviser managed Regulatory Assets under Management (“RAUM”) of approximately $4,867,700,000 on a discretionary basis.

The Adviser may agree to reduce, modify or waive its fees charged to certain accounts in its sole discretion. Further, certain Funds require the Adviser to waive all or part of its fees in the event that the aggregate of such fees and certain specified expenses exceed a maximum amount, which is periodically adjusted by the Adviser. Further information on fees can be found in the offering documents of each Fund.

In addition to paying investment management fees, Funds will also be subject to other investment expenses such as custodial charges, charges for audit and tax preparation work of the Fund and Fund administration charges. Additionally, client accounts may be subject to brokerage fees, commissions and related costs; collateral valuation costs; interest expenses; taxes, duties and other governmental charges; transfer and registration fees or similar

expenses; other portfolio expenses; and costs, expenses and fees associated with products or services that may be necessary or incidental to such investments or accounts. Client assets may be invested in money market mutual funds for cash management purposes. In these cases, the client will bear its pro rata share of the investment management fee and other expenses of the money market fund, which are in addition to any fees or other compensation paid to the Adviser.

The allocation of expenses by the Adviser between it and any client and among clients represents a conflict of interest for the Adviser. The Adviser has adopted an expense allocation policy that is designed to address this conflict. The Adviser allocates expenses to each client in accordance with the client's arrangements with the Adviser (including applicable client disclosures). The Adviser allocates common client expenses among multiple clients pro rata based on net assets under management and determines which expenses are common expenses in its discretion. The Adviser may deviate from this standard allocation method if it determines that an expense disproportionately benefits a particular client or group of clients. For additional information regarding brokerage and execution fees, see Item 12 below.

Portfolio Construction. The Adviser constructs its money market and fixed income portfolios by seeking the highest risk-adjusted returns across the major sectors of the money markets. Subject to the specific limitations of the Funds, the manager may invest in US Treasury bills, US Treasury securities, Agency securities, commercial paper, corporate bonds, asset-backed securities and other approved fixed income securities for the respective fund or client (collectively “Eligible Securities”), repurchase agreements, securities lending agreements and security based derivative transactions (collectively, “Securities Agreements”) that are

collateralized by the Eligible Securities for the respective fund or client. In formulating the portfolios, the Adviser will allocate the funds to the sectors that offer the highest riskadjusted returns and allocations may range from zero to 100%.

The Adviser monitors the risks of the Funds using a Value-at-Risk framework (“VaR”). With this approach, the Adviser can track the expected and potential volatility of the portfolios and analyze the risk across multiple variables including market risk, default risk and counterparty risk. The impact of each position on overall VAR may be taken into account when constructing the Portfolios.

Investment Selection. In selecting investments, the Adviser seeks specific Eligible Securities or invests in Security Agreements that fit the Fund parameters and constraints. The Adviser seeks to take advantage of (i) pricing differences between the issuers of the Eligible Securities and terms of Securities Agreements, (ii) relative value of the securities versus comparable securities and Securities Agreements, (iii) the market liquidity of the securities, (iv) the stability of the duration and average life of the securities and Securities Agreements and (v) other characteristics. Securities Agreements. The Adviser may invest in Securities Agreements that are subject to industry templates, including but not limited to Master Repurchase Agreements (MRAs), Global Master Repurchase Agreements (GMRAs) and International Swaps and Derivatives Association (ISDA) agreements that are collateralized by Eligible Securities. The Counterparties are global banks, broker dealers, institutional asset managers and regulated hedge funds. The manager will only invest in Securities Agreements with counterparties that have been approved in advance by the Advisor’s Investment Committee and that meet the specific Fund guidelines. Value at Risk (“VaR”) Management. The Adviser expects the Value at Risk of the Funds to be small based upon the duration of the Funds, the Eligible Securities and the collateralization levels on any Securities Agreements. The Adviser believes this analysis provides additional metrics to risk manage a Fund’s portfolio. Risks. The Funds are designed for investors seeking low volatility and principal preservation. Investors should refer to the governing documents of each Fund for further information on the investment objectives of the Fund.

In general, investors in a Fund are exposed to the following principal risks: Issuer Credit Risk, Interest Rate Risk, Liquidity and Volatility Risk, Counterparty Risk and Operational Risk. Issuer Specific Risk. Changes in the financial condition of an issuer, and changes in general economic or political conditions can increase the risk of default by an issuer, which can affect a security's or instrument's value.

Interest Rate Risks. Generally, the value of fixed-income securities changes inversely with changes in interest rates. As interest rates rise, the market value of fixed-income securities tends to decrease. Generally, this interest rate risk is not expected to be large for the Adviser due to the short-dated-nature of Adviser’s investments, however this could change with longer dated securities. Market Liquidity and Volatility Risk. The Eligible Securities and the collateral securing any Securities Agreement may be volatile and/or illiquid, leading to the risk that any liquidation

proceeds (in the event of a Securities Agreement default) may not be sufficient to repay the entirety of the investment amount or its equivalent.

Counterparty Specific Risk. Changes in the financial condition of a Securities Agreement counterparty, and changes in general economic or political conditions can increase the risk of default by a counterparty, which can affect a security's or instrument's value.

Systems and Operational Risk. The Adviser relies on certain financial, accounting, data processing and other operational systems and services that are employed by the Adviser and/or by third party service providers, including the third-party administrator, market counterparties and others. Some of these systems and services may require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. Any such errors and/or disruptions may lead to financial losses, the disruption of the client trading activities, liability under applicable law, regulatory intervention or reputational damage. Given the Adviser’s risk management framework and the specific limitation of the Funds, the Adviser believes these risks can be largely mitigated.

For example, such terms and conditions may provide for special rights to make future investments in the Funds or managed accounts; a waiver or rebate in fees to be paid by the limited partner or shareholder and/or other terms; rights to receive reports from the Fund on a more frequent basis or that include information not provided to other limited partners or shareholders (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Fund and such Client Investors. The modifications are solely at the discretion of the Fund and may, among other things, be based on the size of the Client Investor’s investment in the Fund or affiliated investment entity, an agreement by Client Investor to maintain such investment in the Fund for a significant period of time, or other similar commitment by a limited partner or shareholder to the Fund. Subject to the offering memorandum, modifications to redemption or subscription rights for new or existing limited partners or shareholders in a Fund may occur through the issuance of a new class of Fund interest in which case such new class of interest would be disclosed to the Fund’s other limited partners or shareholders.

The Adviser serves as non-member manager of the Lucid Prime Fund LLC, and the MM Term Income Master Fund LLC, Funds for which the Adviser also provides advisory services. The Adviser also serves as the administrator of Prime Notes LLC, feeder vehicles of the Lucid Prime Fund LLC and as non-member manager of MM Term Fund LLC, a feeder vehicle of the

MM Term Income Master Fund LLC. In addition, certain members of the Adviser’s management team serve as directors of Prime Notes LLC.

The Adviser, in the course of its investment management and other activities, may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients, or collateral it may receive with respect to investments it has made. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to its clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. The Adviser allows its employees, principals or affiliates to occasionally purchase new-issue U.S. Government treasury bills at auction and hold them until maturity. The Funds may purchase these same instruments in the secondary market.

The Adviser and certain of its employees or affiliates (collectively “Related Persons”) will generally have an investment in the Funds or applicable feeder vehicles. As a result, Related Persons will participate in Fund transactions. The adviser does not anticipate participating in any principal transactions.

The Adviser has adopted the following procedures in an effort to minimize conflicts related to personal trading by its covered persons: The Adviser requires its access persons to preclear certain limited offerings and initial public offerings in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one of its clients. In addition, the Adviser’s Code prohibits the Adviser or its access persons from executing personal securities

transactions of any kind in any securities on a restricted securities list maintained by the Chief Compliance Officer. All of the Adviser’s access persons are required to disclose their holdings in their personal brokerage accounts upon commencement of employment with the Adviser and on an annual basis thereafter. The Adviser’s covered persons are also required to provide quarterly brokerage statements. Trading in the personal accounts of the Adviser’s access persons is reviewed by the Chief Compliance Officer and reviewed against the restricted securities list. Securities Investment accounts that are managed by a third party in which the covered person does not retain trading discretion (e.g. managed accounts) may be excluded from the regular reporting requirements.

The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the brokerdealer’s compensation (when applicable). In the case of repo and reverse repo transactions, the selection of a counterparty is often a portfolio management decision, and once such decision has been made, the Adviser is typically only able to enter into transactions necessary to affect such decision with the counterparty that was so selected for portfolio management reasons. Nevertheless, the same factors are considered in this context as well.

Such factors include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and a broker-dealer’s compensation (if any), custodial and other services provided for the enhancement of the Adviser’s portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealer’s compensation (when applicable), the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost (when applicable), although all transactions will be executed on a “best execution” basis. The Adviser may aggregate purchases or sales of any security or investment effected for a client’s account with purchases or sales of the same security or investment effected on the same day for other client accounts. When transactions are aggregated, the actual prices applicable to the aggregated transaction will be averaged, and all participating accounts will be deemed to have purchased or sold its share of the security, investment, instrument or obligation involved at such average price. Further, all transaction costs incurred in effecting

the aggregated transaction will be shared on a pro rata basis among all participating accounts.

Although Securities Agreements are typically bi-lateral agreements they may still be allocated or aggregated between different accounts if possible. Specifically, in instances where different Securities Agreements with identical tenor, counterparty and other deal specific parameters (besides rate but including collateral securities) are transacted on the same day, the Adviser will attempt to follow the same procedures as above to the extent such aggregation and allocation is practical, as determined by the Adviser in its sole discretion.

The Adviser may consider the following factors, among others, in allocating securities and investments among clients: (i) a client’s investment objectives and strategies; (ii) risk profiles; (iii) tax status and restrictions placed on a client's portfolio; (iv) size of the client account; (v) nature and liquidity of the security or investment to be allocated; (vi) size of available position; (vii) counterparty considerations and Securities Agreement terms (viii) current market conditions; and (ix) account liquidity, account requirements for liquidity and timing of cash flows. Although it is the Adviser’s policy to allocate investment opportunities to eligible client accounts on a pro rata basis (based on the value of the assets of each participating account relative to value of the assets of all participating accounts), these factors may lead the Adviser to allocate securities or investments to client accounts in varying amounts. Even client accounts that are typically managed on a pari passu basis may from time to time receive differing allocations of securities or investments based on total assets of each account eligible to invest in the particular investment type (e.g., equities) divided by the total

assets of all accounts eligible to invest in the particular investment.

The Adviser may effect cross transactions between discretionary client accounts, but only as noted below. Cross transactions enable the Adviser to effect a trade between two clients for the same security or investment at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs or other transaction costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between client accounts are not permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker unless client consent has been obtained based upon written disclosure to the client of the capacity in which the Adviser or its affiliates will act. The Adviser does not anticipate acting as a broker and therefore would not expect to enter into any cross transactions in this capacity. In addition, cross transactions are not permitted for benefit plan or other similar accounts that are subject to ERISA.

If a material conflict of interest between the Adviser and a client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the client or take some other appropriate action.

Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a client’s proxies by contacting the Adviser’s Chief Compliance Officer by email at heather.campbell@lucidma.com or by telephone at (646) 921 2553.

Given the Adviser’s investment strategy, it does not anticipate having to deal with class action claims. To the extent the Adviser has authority, pursuant to the investment management agreement or other governing documents of a client account, to participate in class action claims it will do so on a case-by-case basis.