Lotus: investment adviser

Unless otherwise specified, the Domestic Fund, the Offshore Fund, and the Master Fund are each referred to as a “Fund” and collectively, as the “Funds”. The general partner of the Funds is Lotus Technology Fund GP, LLC (the “General Partner”), a Delaware limited liability company. The General Partner has ultimate responsibility for decisions relating to management and operations made on behalf of the Domestic Fund, the Offshore Fund, and the Master Fund, and has ultimate responsibility for the investment decisions made on behalf of the Master Fund but delegates certain responsibilities to Lotus. Additional detailed information about Lotus is provided below, including information about Lotus’ advisory services, investment approach, personnel, affiliations and brokerage practices. Lotus provides discretionary investment management services to the Funds pursuant to investment guidelines set forth in the relevant governing and offering documents of the Funds, including any partnership agreement, investment management agreement, private placement memorandum and/or subscription agreement, as the case may be (each an “Offering Document”, and collectively, the “Offering Documents”). Lotus does not tailor its advisory services to the individual investors (each an "Investor" and collectively the “Investors”), or provide Investors with the right to specify, or restrict the Funds’ investment objectives or any investment or trading decisions. Each Investor is strongly encouraged to undertake appropriate due diligence, including but not limited to, a review of relevant Offering Documents and the additional details about Lotus’ investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure and each Fund’s Offering Documents) in considering whether Lotus’ advisory services, or an investment in the Funds are appropriate to its own circumstances, based on all relevant factors including, but not limited to, the Investor’s own investment objectives, liquidity requirements, tax situation and risk tolerance before making an investment decision. Lotus does not participate in wrap fee programs. As of December 31, 2025, Lotus managed approximately $405,000,000 in regulatory assets under management attributable to the Clients, all on a discretionary basis.

In the event of a withdrawal by an Investor other than as of the last day of a fiscal quarter, Lotus will return to the Master Fund, and the Master Fund will pay to the relevant Feeder Fund for payment to, or credit to the capital account of, the withdrawing Investor, an amount equal to the pro rata portion of the management fee, based on the actual number of days remaining in such fiscal quarter. Other Fees and Expenses Each Feeder Fund bears its own expenses and its pro rata share of the Master Fund's, any trading vehicle's and any special purpose vehicle's expenses, including the following: (i) its pro rata share of the Management Fee; (ii) investment-related expenses of the Master Fund (e.g., the Master Fund's brokerage commissions and transaction costs (including fees, commissions and expenses paid or reimbursed to an outsourced trading desk)), clearing and settlement charges, intermediation fees, exchange fees, custodial fees, financing fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments, and research-related expenses and expenses related to obtaining research and market data, including, without limitation, investment consultants, third-party research and market data (including information technology hardware, software or other similar equipment and software applications provided by third-party service providers), including research and market data, and including fees and expenses related to obtaining, processing and analyzing research or market data that may be considered "big data" or "alternative data" and news and quotation equipment and services (including fees for data and software providers), reasonable investment-related travel expenses (including meals, lodging, travel and conference fees), expenses incurred by the Master Fund related to risk management provided by third parties, third-party valuation services, investment-, operationsand trading-related software, including trade order management software (i.e., software used to route trade orders), expenses incurred by the Master Fund related to data warehouses, expenses incurred by the Funds associated with investment-related telecommunication services and equipment, expenses related to connectivity with risk and trade processing systems, expenses relating to notices and reports provided to Investors; (iii) fees and expenses of third-party professionals, including, consultants, valuation service providers, attorneys, accountants and third-party administrative fees and expenses (including the fees and expenses of the Fund administrator) and outsourced middle and back office providers, and including, to the extent applicable, the costs of engaging or appointing a Money Laundering Reporting Officer, a Deputy Money Laundering Reporting Officer and an Anti-Money Laundering Compliance Officer; (iv) the costs of any litigation or investigation involving the activities of the Funds; (v) taxes and third-party accounting, audit and tax preparation expenses; (vi) legal and compliance expenses (including fees and expenses of third-party compliance consultants) (which include, without limitation, fees, responding to formal and informal inquiries, indemnification expenses, fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds, including, any governmental, regulatory, licensing, filing or registration fees or taxes (including without limitation, fees and expenses incurred in connection with the preparation and filing of Section 13 filings, Section 16 filings, blue sky filings and other similar regulatory filings)); (vii) expenses incurred in connection with the offering and sale of interests and other similar expenses related to the Funds; (viii) insurance expenses, including, premiums for cybersecurity insurance and liability insurance covering Lotus, the General Partner, and the members, partners, officers, employees and agents of any of them (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for Lotus, the General Partner and their respective affiliates), organizational expenses, expenses relating to the offer and sale of the interests,

expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Funds, expenses incurred in connection with meetings with investors and prospective investors in the Funds; (ix) expenses incurred in connection with negotiating, amending, modifying, revising, restating and complying with provisions of any side letter agreement, expenses incurred in connection with any transfers of interests or an Investor’s admission or withdrawal, unless otherwise charged to or borne by the applicable transferee or Investor; (x) extraordinary expenses (including, without limitation, indemnification expenses and fees and expenses incurred in connection with any tax audit by any tax authority, including, any related administrative settlement and judicial review); (xi) fees and expenses incurred in connection with the organization, reorganization, termination, winding-up or dissolution of the Funds; and (xii) other similar expenses related to the Funds as determined by the Lotus or the General Partner in their sole discretion.

The Incentive Allocation will also be made with respect to net increase attributable to amounts withdrawn and to amounts transferred and in connection with the termination of a Feeder Fund or the Master Fund. In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain Investors. The General Partner’s capital account in the Master Fund and any Investor accounts corresponding to capital accounts of the Firm-related Investors is not subject to the Incentive Allocation. Fund assets will be managed in the Master Fund; therefore, Lotus will not face any side-by-side conflict of interest issues, such as allocation decisions which may be impacted by performance-based fee differentials. Lotus has developed and implemented procedures that are designed to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities among clients. The terms of the performance-based fees and allocations may differ in the future among the Funds or other accounts managed by Lotus. This may result in a conflict of interest when Lotus allocates opportunities among such clients because there will be an incentive to favor allocations to clients that have higher performance-based fees and allocations. To avoid such conflict of interest, Lotus would generally follow documented procedures in allocating opportunities among its clients which would not take into account the performance-based fees and allocations to which such clients are subject.

The Master Fund may also invest in “digital assets”. Risk of Loss Factors Investing in securities involves risk of loss that investors should be prepared to bear. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds. Each Fund’s Offering Documents provides a detailed description of the risks of investing in the Funds. Limited Operating History The Funds, the General Partner and Lotus are newly formed entities and do not have any operating history upon which prospective Investors can evaluate their anticipated performance. There can be no assurances that the Funds, the General Partner or Lotus will be successful. The success of the Fund depends on the ability of Lotus to manage the Funds and effectively implement their investment programs. The Funds’ Offering Documents do not permit the Investors to participate in the management and affairs of the Funds. If Lotus were to lose the services of its Principal, or the Funds were to incur substantial losses, Lotus might not be able to provide the same level of service to the Funds as it has in the past or continue operations. The loss of the services of Lotus could have a material adverse effect on the Funds and the investments therein. Legal and Regulatory Environment for Private Investment Funds and their Managers The legal and regulatory environment worldwide for private investment funds and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of Lotus to pursue its investment program and the value of investments held by the Master Fund. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of Lotus to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on the Funds and the Investors’ investments therein. In addition, Lotus may, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in the Master Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more Investors. Equity Securities Generally The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Funds may suffer losses if they invest in equity instruments of issuers whose performance diverges from Lotus’ expectations or if equity markets generally move in a single direction and the Master Fund has not hedged against such a general move. The Funds also may be exposed to risks that issuers will not fulfill

contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Undervalued Securities The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Master Fund’s investments may not adequately compensate for the business and financial risks assumed. Exchange-Traded Funds Exchange-traded funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the Master Fund’s expenses (e.g., management fees and operating expenses), Investors may also indirectly bear similar expenses of an ETF. Non-U.S. Investments Investing in the securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Master Fund’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, the Master Fund may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Master Fund’s rights in such markets. For example, securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to the Master Fund under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Outsourced Trading One or more broker-dealers (each, an “External Trading Desk”) may be engaged by Lotus on behalf of the Master Fund to execute and/or direct a portion of the Master Fund’s trades on an outsourced basis. In causing the Master Fund to enter into or maintain such arrangements, Lotus has a conflict of interest because the fees paid to (or commissions agreed to with) and expenses reimbursed to an

External Trading Desk are borne by the Master Fund and, thus, the Fund, which reduces or eliminates unreimbursed trading-related costs and expenses that would otherwise have been incurred by Lotus. While Lotus will only maintain any such arrangement for so long as it remains satisfied that such arrangement is consistent with Lotus’ duty to seek best execution, the foregoing means that Lotus will be economically incentivized to continue such arrangement or enter into similar alternative arrangements even if it has the capacity to provide the same services in-house at a comparable level. Systemic Risk Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Master Fund interacts, as well as the Master Fund, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Master Fund and on the markets for the securities in which the Master Fund seeks to invest. Investment and Due Diligence Process Before making investments, Lotus will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, Lotus may be required to evaluate important and complex business, financial, tax, accounting and legal issues. When conducting due diligence and making an assessment regarding an investment, Lotus will rely on the resources reasonably available to it, which in some circumstances, whether or not known to Lotus at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. Increased Regulatory Oversight Increased regulation (whether promulgated under securities laws or any other applicable law) and regulatory oversight of and changes in law applicable to private investment funds and their managers may impose administrative burdens on Lotus, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert Lotus’ time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Effect of Substantial Losses or Withdrawals If, due to extraordinary market conditions or other reasons, the Funds were to incur substantial losses or withdrawals, the revenues of Lotus may decline substantially. Such losses and/or withdrawals may hamper Lotus’ ability to retain employees, provide the same level of service to the Funds as it has in the past, and continue operations. Competition; Availability of Investments Certain markets in which the Master Fund may invest are competitive for attractive investment opportunities. As a result, there can be no assurance that Lotus will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk The Master Fund’s investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments held by the Master Fund. Exposure to Material Non-Public Information

From time to time, Lotus may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Master Fund may be prohibited, by law, policy or contract, for a period of time from unwinding a position in such issuer, establishing an initial position or taking any greater position in such issuer and pursuing other investment opportunities related to such issuer. Long/Short Investment Strategy The success of the Master Fund’s long/short investment strategy depends upon Lotus’ ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. Short Selling The success of the Master Fund’s short-selling investment strategy depends upon Lotus’ ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Master Fund of buying those securities to cover the short position. There can be no assurance that the Master Fund will be able to maintain the ability to borrow securities sold short. In such cases, the Master Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Master Fund may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Master Fund secures a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Master Fund to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the Master Fund. Fundamental Analysis Trading decisions made by Lotus are based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data is inaccurate or that other market participants have developed, based on such data, trading strategies similar to the Master Fund’s trading strategies, the Master Fund may not be able to realize its investment goals. In addition, fundamental market information is subject to interpretation. To the extent that Lotus misinterprets the meaning of certain data, the Master Fund may incur losses. Leverage for Investment Purposes The Master Fund has the authority to borrow, trade on margin, utilize derivatives and otherwise obtain leverage from brokers, banks and others on a secured or unsecured basis. The Master Fund may utilize leverage to the extent deemed appropriate by Lotus, and the amount of leverage utilized by the Master Fund may be significant. The Master Fund has no pre-determined limitations on the amount of leverage to be deployed in connection with the Master Fund’s investment program. In the event this changes, the

overall leverage of the Master Fund will depend on the investment strategies employed by the Master Fund and specific market opportunities. Call and Put Options Trading both call and put options carries associated risks. For call options, the seller (writer) who is covered (e.g., holds the underlying security) risks a decline in the market price of the underlying security below the purchase price minus the premium received, and forfeits potential gains above the option’s exercise price. If the call option seller owns another call option on the same number of shares with an exercise price equal to or lower than the one written, and it expires at the same time or later, the position is considered “fully hedged.” Conversely, the seller of an uncovered call option faces the risk of a theoretically unlimited rise in the market price above the exercise price. The buyer of a call option risks losing the entire investment in the option. For put options, the covered seller (e.g., has a short position in the underlying security) risks an increase in the market price of the underlying security above the sale price plus the premium received, and loses out on potential gains below the option's exercise price. If the put option seller owns another put option covering the same number of shares with an exercise price equal to or greater than the one written, and it expires simultaneously or later, the position is “fully hedged.” The seller of an uncovered put option faces the risk of a decline in the market price below the exercise price. The buyer of a put option also risks losing the entire investment in the option. Dependence on Service Providers The Funds are also dependent upon their counterparties and the businesses that are not controlled by Lotus that provide services to the Feeder Funds or the Master Fund (the “Service Providers”). Examples of Service Providers include the fund administrator, a prime broker, legal counsel and the auditor of the Funds. Errors are inherent in the business and operations of any business, and although Lotus has adopted measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Funds and the Investors’ investments therein. As the Feeder Funds and the Master Fund have no employees, the Feeder Funds and the Master Fund are reliant on the performance of the Service Providers. Each Investor’s relationship in respect of its Fund interests is only with the particular Fund for which they invest. Accordingly, absent a direct contractual relationship between the Investor and the relevant Service Provider, no Investor will have any contractual claim against any Service Provider for any reason related to its services to the Feeder Funds or the Master Fund. Limited Liquidity of Interests An investment in a Feeder Fund has limited liquidity because Investors will generally have only limited rights to withdraw capital from the Feeder Fund or transfer their Fund Interest, and the Feeder Funds have the right to suspend withdrawals, as described herein. Investors must be prepared to bear the financial risks of an investment in a Feeder Fund for an indefinite period of time. Alternative Data Lotus may use alternative data in its investment process, which includes datasets culled from a variety of sources such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. Often referred to as “big data” or “alternative data,” these datasets may be applied by Lotus to better anticipate micro- and macro-economic trends and to develop or improve trading or investment themes. However, the analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expenses, including technological efforts, expected to be borne—

in whole or in part—by the Funds. No assurance can be given that Lotus will be successful in utilizing this alternative data in its investment process. Cybersecurity Risk As part of its business, Lotus processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Master Fund and personally identifiable information of the Investors. Similarly, service providers of Lotus or the Funds may process, store and transmit such information. Lotus has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Lotus may be susceptible to compromise, leading to a breach of Lotus’ network. Lotus’ systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by Lotus to the investors may also be susceptible to compromise. Breach of Lotus’ information systems may cause information relating to the transactions of the Master Fund and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. Artificial Intelligence and Machine Learning Lotus uses generative artificial intelligence technologies in certain business and investment research processes. The Firm is also exposed to risks associated with the use of generative AI by third parties, including service providers, counterparties, data vendors, and other market participants, and the Firm may not always be aware of such use or be able to control how third-party systems are developed, maintained, or operated. Generative AI tools rely on large datasets that may be incomplete or unreliable, and their outputs may be inaccurate, biased, misleading, or otherwise unreliable. The use of generative AI may also present cybersecurity, confidentiality, data privacy, intellectual property, and other operational or legal risks. Because generative AI technologies are rapidly evolving, the Firm’s related policies and procedures may continue to develop, and it may be difficult to predict the full scope of risks associated with current or future uses of such technologies.

Personal Trading The Code prohibits that access persons are generally not permitted to purchase or sell most publicly traded securities for their own accounts or accounts that the access person controls or which the access person may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Lotus believes that this prohibition mitigates the most likely conflict of interest that may arise from personal trading activity by generally prohibiting trading in securities that largely comprise the investable universe of Lotus’ clients. Access persons are permitted to buy and sell private securities (such as investments in hedge funds, private equity funds and private companies) with prior approval. Access persons are also permitted to invest in certain ETFs, index funds, mutual funds and U.S. and non-U.S. government issued obligations without prior approval. In addition, Lotus may permit access persons to maintain accounts that are managed on a discretionary basis by a third party if the access person has no direct or indirect influence or control over the investments for the account. Exceptions to the personal trading policy are handled on a case-by-case basis. For example, an exception may be granted for legacy positions that were held by an access person (or a covered family member) prior to that access person joining Lotus or to sell an investment that was originally made when the company was private and subsequently became publicly traded. In such a case, the access person would be required to obtain prior approval to sell such positions and may be subject to other restrictions as deemed appropriate by Lotus under the circumstances. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Lotus requires access persons to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires access persons to obtain prior approval before the access person, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an access person may make a contribution or engage in an activity for the selection of Lotus as an investment adviser for a governmental equity. Finally, the Code provides that, without prior approval, access persons are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an access person’s personal activities.

Participation or Interest in Client Transactions Lotus, its principals and employees do not purchase or sell any securities for their own accounts to or from the Funds. However, in the future, if Lotus is to advise multiple client accounts, subject to Funds’ investment guidelines and restrictions, Lotus may effect rebalancing or internal cross transactions. In such cases, Lotus may determine that it would be in the best interests of the Master Fund and one or more other accounts to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If Lotus decides to engage in a Cross Trade, Lotus will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts. Although unlikely, in the event that Lotus is to execute Cross Trades, it would do so with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two fund clients may occur as an “internal cross”, where Lotus instructs the custodian for the accounts to book the transaction at the price determined in accordance with Lotus’ Valuation Policy. If Lotus effects an internal cross, Lotus will not receive any fee in connection with the completion of the transaction. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities, partners and personnel in connection with client transactions. Lotus has established written policies and procedures, which contain procedures to monitor and resolve conflicts and will endeavor to resolve conflicts in a manner it deems equitable to the extent possible under the prevailing facts and circumstances.

Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Lotus may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Master Fund by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Lotus need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Lotus nor the Master Fund separately compensates any broker or dealer for any of these other services. Lotus maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollar Usage

From time to time, Lotus pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Master Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Lotus will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Lotus believes it is important to its investment decisionmaking processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by the Master Fund may be used by Lotus to service one or more other accounts, including accounts that may not have paid for the soft dollar benefits. Lotus will not seek to allocate soft dollar benefits to accounts in proportion to the soft dollar credits the accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Lotus (i.e., a “mixed use” item), Lotus will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Lotus’ allocation of the costs of such benefits and services between those that primarily benefit Lotus and those that primarily benefit the accounts. When Lotus uses brokerage commissions (or markups or markdowns) generated by any accounts to obtain research or other products or services, Lotus receives a benefit because it does not have to produce or pay for such products or services. While Lotus is obligated to seek best execution for each account, the fact that Lotus can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Lotus’ interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more accounts. At least annually, Lotus considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and attempts to allocate a portion of the brokerage business of its accounts on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will Lotus make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Trade Aggregation and Allocation Policies and Procedures Lotus executes trades and investments in the Master Fund. In the future, if Lotus is to advise other actively traded client accounts, in addition to the Master Fund, it will be the policy of Lotus to allocate investment opportunities to the Master Fund and to any other accounts on a fair and equitable basis, to the extent practical and in accordance with the Master Fund’s or other accounts’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those accounts for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: whether the risk-return profile of the proposed investment is consistent with an account’s objectives, the potential for the proposed investment to create an imbalance in an account’s portfolio, the liquidity requirements of an account, potentially adverse tax consequences, regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment, and the need to re-size risk in an account’s portfolio. Lotus will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, the Master Fund or other accounts solely because Lotus purchases or sells the same security for, enters into a transaction on behalf of, or provides an

opportunity to, another account or the Master Fund if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Master Fund or the other account. In particular, when the Master Fund is ramping up its investment or trading strategies, it may receive larger allocations of certain securities than the other accounts in order to obtain its desired risk and portfolio size. Conversely, when other accounts ramp up their investment and trading strategies, the Master Fund may receive reduced or no allocations of certain securities. Trade Errors Trade errors involving transactions in any account directly or indirectly held by the Master Fund or any derivatives contract or other similar agreement of the Master Fund and/or any trading vehicle (each, a “Trade Error”) may occur. Trade Errors include the placement of orders (either purchases or sales) in excess of, or less than, the amount of Securities the account intended to trade; the sale of a security when it should have been purchased; the purchase of a security when it should have been sold; the purchase or sale of the wrong security; and the purchase or sale of a security for the wrong account and the post-settlement discovery of such purchase or sale. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Such errors may result in losses or gains. Lotus will use reasonable efforts to detect such errors prior to settlement and promptly correct them. To the extent that an error is caused by a counterparty, such as a broker-dealer, Lotus will use reasonable efforts to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Master Fund to Lotus and its affiliates and personnel, Lotus and its affiliates and personnel will generally not be liable to the Master Fund for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and the Master Fund will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Master Fund, absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, the Master Fund (and not Lotus) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. Lotus will not offset any such gains and losses resulting from Trade Errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions. Lotus will reimburse the Master Fund for losses for which Lotus is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by Lotus on behalf of the Master Fund, Investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Funds’ respective offering documents, the Master Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Lotus’ personnel.

The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor sales of interests in a Fund over sales of other investment products for which the agent will receive no or lower fees. Prospective and existing investors should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment in a Fund.

Lotus does not expect to be required to comply (or expects to be deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that (i) each Fund be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB), (ii) each Fund’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), and (iii) each Fund distributes its audited financial statements to all Investors in the relevant Fund(s) within 120 days of the end of its fiscal year.

Prior to voting, the CCO will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration.

In limited circumstances, Lotus may refrain from voting Proxies where Lotus believes that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to the Funds. Investors or clients may also contact Lotus via e-mail or telephone to request a copy of its proxy voting policy.