Covalis Capital LLP

Covalis Capital LLP (hereinafter “Covalis Capital LLP”, “we”, “us”, “our” or the “Firm”) is a limited liability partnership formed under the laws of England and Wales with its principal place of business in London, UK. Covalis Capital LLP was founded in 2012. Covalis Capital LLP is majority owned by Covalis Capital (UK) Limited, a private limited company formed under the laws of England and Wales. Covalis Capital (UK) Limited is in turn controlled by Covalis Capital (Cayman) Limited, a private limited company formed under the laws of the Cayman Islands. Covalis Capital LLP provides discretionary investment management services to qualified investors through the following private funds: (i) Covalis Capital Master Fund Ltd, and (ii) Covalis Capital Partners Master Fund Ltd (“Master Funds”), each of which is funded by dedicated offshore and onshore feeder funds (“Feeder Funds”). Covalis Capital LLP also provides sub-advisory services to certain private funds managed by an affiliated manager (“Affiliated Manager Sub-Advised Funds”) or third-party manager (“ThirdParty Manager Sub-Advised Fund”) (each a “Sub-Advised Fund” and collectively the “SubAdvised Funds”). The Master Funds, the Feeder Funds and the Affiliated Manager Sub-Advised Funds are each referred to as a “Fund” and collectively referred to as the “Funds”. Each Fund/Sub-Advised Fund will be managed in accordance with the terms of their respective Offering Documents (including the investment management agreement) for each respective Fund/ Sub-Advised Fund. Covalis Capital LLP also provides investment advisory services to one or more clients for which it does not exercise investment discretion and therefore in relation to which it has no regulatory assets under management (each an “Advisory Client” and together the “Advisory Clients”). The Funds, Sub-Advised Funds and Advisory Clients are each referred to as a “Client” and collectively referred to as the “Clients”. The Clients’ “Shareholders” or “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds/Sub-Advised Funds are subject to the terms of each Fund’s/Sub-Advised Fund’s investment objectives and guidelines, as set forth in their respective offering memorandum, as well as other terms contained in their respective memorandum & articles of association, investment management agreement and/or subscription documents, together “Offering Documents.” Investors in each Fund/SubAdvised Fund should refer to the Offering Documents of the Fund/Sub-Advised Fund in which they are an Investor for information on the investment objective and investment restrictions with respect to such Fund/Sub-Advised Fund. The Firm does not currently participate in any Wrap Fee Programs.

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As of March 31, 2026, the Firm had approximately $4,788,894,748 in regulatory assets under management (“RAUM”), $4,558,207,935 of which are advised on a discretionary basis and $230,686,813 which are advised on a non-discretionary basis.

The Firm receives fees for investment management and advisory services it provides to its Clients. The fees applicable to each of the Funds and Sub-Advised Funds are set forth in detail in their relevant Offering Documents. Investors should refer to the relevant Offering Documents for a complete understanding of how the Firm is compensated for its discretionary investment and/or advisory services. A brief summary of the fees for some Clients is provided below. Management Fee Management fees may vary depending on the Fund and the terms of a particular share class/ series of interest within that Fund. The management fees are explained more fully in each Fund’s Offering Documents. The management fee typically ranges from approximately 1.5% to 4.0% per annum of the net asset value of the shares or interests of each Fund held by Investors. Such fees are typically calculated monthly and paid in arrears in accordance with the Offering Documents of the applicable Fund. Alternatively, no management fee may be payable in respect of the shares/interests in the Funds held by Investors however, the respective Fund shall have the right to charge such management fee pursuant to agreement with a prospective investor at the rates agreed with such investor. Affiliate managers/advisers providing services to the Funds may receive compensation pursuant to agreements with the relevant Fund and/or an affiliated entity. Such compensation is typically paid out of the management fee received by the affiliated entity and does not represent an additional fee charged to Investors. Additionally, Covalis Capital LLP or its affiliates may receive performance-based compensation of the realized and unrealized net profits of a Fund (“Incentive Compensation”), in each case as provided for in the applicable Offering Documents. Certain Investors will not bear Incentive Compensation on profits until any respective aggregate net losses from any prior period are recovered. Additionally, some Clients and/or Investors may enter into agreements which do not include performance-based compensation provisions. Performance-based compensation may vary with each Fund/Sub-Advised Fund and is explained more fully in each Fund/SubAdvised Fund Offering Documents. Covalis Capital LLP, as applicable, may waive, modify or calculate differently the management fee and any performance-based compensation paid by any Client or Investor in a Fund on a case-by-case basis. Unless otherwise agreed upon with a Client, any management fees and performance-based compensation are generally paid from the relevant Client account. No Covalis Capital LLP member/employee is directly compensated for the sale of securities or other investment products.

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Other Types of Fees or Expenses As more fully described in each Fund’s Offering Documents, the feeder funds will bear their own expenses and the pro rata share of master funds’ expenses and indirectly, any asset holding vehicle’s expenses, which may include, without limitation; the Management Fee; expenses that are related to the investment of the master fund’s assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses; investment-related travel expenses (which are travel expenses related to the purchase, sale or transmittal of the master funds’ investments) incurred by Covalis Capital LLP and/or its affiliates and approved by the Directors/directors of the General Partners; professional fees (including expenses of consultants, investment bankers, attorneys, accountants, professional advisors and other experts) relating to investments; administrative expenses (including fees and expenses of the Administrator, the Depositary Services Provider and other similar service providers); fees and expenses relating to the sourcing, researching, due diligence, monitoring and analyzing actual and prospective investments (whether or not consummated), research, news and market data (including, without limitation, Investment Research, any information or artificial intelligence-related technology hardware, software or other technology incorporated into the cost of obtaining such research and market data) and relating to the implementation and ongoing management costs of such technology; legal expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; fees of the Directors/directors of the General Partners; costs of printing and mailing reports and notices; taxes; corporate licensing; regulatory expenses (including filing fees); organisational expenses; operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software, artificial intelligence or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate the monitoring, optimisation, reconciliation, and reporting of the Funds’ financing arrangements, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Funds or any trading subsidiary, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; and 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 or any trading subsidiary, including, without limitation, 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 Annex IV, Section 13 filings, Section 16 filings and other similar regulatory filings); costs relating to the directors’ and officers’ liability insurance; expenses incurred in connection with the offering and sale of the Interests and other similar expenses related to the Funds; indemnification expenses; and extraordinary expenses. To the extent that fund expenses that are to be borne by the Funds are paid by Covalis Capital LLP and/or its affiliates, the Funds will reimburse such party for such expenses. Any fund expenses of the feeder funds may be paid by the master funds and allocated across the investors in the relevant feeder fund(s) pro rata based upon their relative net asset value. If any expense is incurred jointly for the account of the master fund and any other account, such expense will be allocated among the relevant Funds and such other accounts in

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proportion to their respective net asset value, or in such other manner as the Board of Directors considers fair and equitable. Pass-Through Expenses In addition to the management fee, performance-based compensation, and fund expenses, certain Funds and/or Sub-Advised Funds also bear and reimburse Covalis Capital LLP and/or its affiliates for its allocable share of Pass-Through Expenses. “Pass-Through Expenses” are the costs and expenses of Covalis Capital LLP and/or its affiliates attributable to, or associated with, the employment or engagement of the portfolio managers, investment analysts and other personnel of Covalis Capital LLP and/or its affiliates that are engaged in the development of the investment strategies and implementation of the investment objective of the relevant Fund(s) and/or Sub-Advised Fund(s) that are not otherwise considered fund expenses as described above and in the relevant Offering Documents or Client agreement, including those relating to: (i) direct and indirect compensation of such personnel, deferred compensation, grants, buy-out payments, severance and other awards; (ii) costs and expenses in connection with any dispute or proceedings relating to such personnel, including the costs of any compensation or settlement payments; and (iii) recruitment fees, retainers paid to recruiters and legal expenses incurred in connection with the hiring or termination of such personnel. The relevant Fund’s and/or Sub-Advised Fund’s allocable portion of the Pass-Through Expenses will generally be reimbursed by such Fund/Sub-Advised Fund when the applicable Pass-Through Expenses are paid by Covalis Capital LLP and/or its affiliates. Pass-Through Expenses may, however, be amortised over time in such manner as Covalis Capital LLP or its affiliates may determine in their sole discretion. There is no limitation on the amount of the Pass-Through Expenses that can be allocated to such Fund/Sub-Advised Fund and the amount of such Pass-Through Expenses to be borne by such Fund/Sub-Advised Fund is expected to be substantial.

The descriptions set forth in this Brochure of specific advisory services that we offer to investors, and the investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Investment Objective The investment objective for each particular Client is set out in its Offering Documents. Investors should review those documents carefully before investing. Generally speaking, the Firm’s objective is to seek to achieve absolute, low volatility investment returns in both rising and declining market conditions. Funds are expected to invest predominantly in the equities of utilities, infrastructure, real estate, autos value chain, industrials, materials, energy, telecommunication and renewables sectors globally. The investable universe currently comprises over one thousand companies.

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Funds’ portfolios may also include investments in less liquid and unlisted securities from time to time. The Firm’s investment theses mainly originate from industry research, company meetings, periodic company and event calendar review. These theses will be subsequently quantified by its analysts and firmed up by the Firm’s senior investment professionals who will be engaged in meeting company executives and relevant local regulators. An investment idea will be generated when an internal view derived from this activity suggests a different outcome from market expectations. The Funds have 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 Funds may offer different share classes for general subscription as described in the respective Offering Documents. Certain assets or securities (together with any related hedges, financings, reserves or similar investments) may be designated to the relevant share class interests as described in the respective Offering Documents. The Funds may invest in assets or securities that are not freely tradable or that the Firm determines should be held until the resolution of a special event or circumstance. The investment program of the Funds is speculative and may entail substantial risks. Market risks are inherent in all investments to varying degrees. There can be no assurance that the investment objective of the Funds will be achieved. Certain investment practices described above can, and in some circumstances, may potentially increase, the risk of an adverse impact on the Funds’ investment portfolio (see "Risk Factors"). Risk Management At the position level, risk management is incorporated by the Firm throughout the investment process. The most important risk to consider for the Funds and their respective Investors is permanent loss of capital. To seek to mitigate this risk, the Firm will perform extensive analysis and seek to make investments for each Fund with limited potential loss in the event the investment thesis fails to materialize as expected. As part of its risk management process, the Firm considers various risk scenarios, and (if applicable) will hedge identifiable risks. The Firm will perform in depth research in connection with its investment process, and only invests where there is a perceived identifiable advantage. Position sizing will be driven by the anticipated loss, adjusted for upside asymmetry, conviction level, catalyst profile, market technicals and expected liquidity conditions. As part of this process, the Firm discusses and documents thesis breakers up-front to help avoid any behavioural influences and biases when and if those events unfold. At the portfolio level, risk management starts with portfolio construction and asset allocation. The Firm determines the appropriate allocation to various investment strategies for each Fund. Risk exposures such as industry concentration, commodity exposure, interest rates, political or binary outcomes will also be considered. The Firm monitors each Fund’s investments so that the exposures are appropriate in size and an intentional result of an investment thesis. The Firm believes that managing risk at the portfolio level goes beyond the level of diversification and understanding of various exposures to also include analyzing how

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positions are correlated to each other and to broader market moves or macroeconomic trends. Understanding this correlation is a critical input to the portfolio’s risk/reward return profile. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment in the Funds involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents of the relevant Fund before deciding to invest. Risks Related to Investment Strategy Volatility Risk. The Funds’ investment programs may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying securities. Fluctuations or prolonged changes in the volatility of such securities, therefore, can adversely affect the value of investments held by the Funds. Long-Term Investments. The Funds are likely to pursue investment opportunities that seek to maximize asset value or create market opportunities on a long-term basis. In pursuing such long-term strategies, the Funds may forego value in the short term or temporary investments in order to be able to avail the Funds of additional and/or longer-term opportunities in the future. Consequently, the Funds may not capture maximum available value in the short term, which may be disadvantageous, for example, for Investors who withdraw all or a portion of their interest in the relevant Fund before such long-term value may be realized by the relevant Fund. Short Selling. A short sale in equity 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 a Fund of buying those securities to cover the short position. In credit short sales the risk of loss is generally limited by spread tightening to risk free rate or zero bound in the case of CDS. There can be no assurance that a Fund will be able to maintain the ability to borrow securities sold short. In such cases, such 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 a Fund may be entirely dependent on the

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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 a 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 such 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 such Fund. Hedging Transactions. The Funds may utilize financial instruments both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Funds’ investment portfolios resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Funds’ unrealized appreciation in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or appreciation on any investment in the Funds’ portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Funds’ investments; (vii) protect against any increase in the price of any investments the Funds anticipate purchasing at a later date; or (viii) act for any other reason that the Firm deems appropriate. The Funds will not be required to hedge any particular risk in connection with a particular transaction or its portfolios generally. While the Funds may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Funds than if it had not engaged in any such hedging transaction. Moreover, it should be noted that the portfolio will always be exposed to certain risks that may not be hedged. Emerging Market Investments. The Funds may invest in securities of companies located in emerging countries or issued by the governments of such countries. Investing in such securities involves certain considerations not usually associated with investing in securities of companies located in developed countries or issued by the government of such countries, including security and economic considerations, such as greater risks of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of funds, nationalization and general social, political and economic instability; the 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; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; certain government policies that may restrict the Funds’ investment opportunities; and problems that may arise in connection with the clearance and settlement of trades. In addition, accounting and financial reporting standards that prevail in certain countries generally are not equivalent to standards in more developed countries and, consequently, less information is available to investors in companies located in these countries than is available to investors in companies located in more developed countries. There is also less regulation, generally, of the securities markets in emerging countries than there is in more developed countries. Placing securities with a custodian in an emerging country may also present considerable risks. Exchange Rate Fluctuations; Currency Risks. The Funds may invest in financial instruments denominated in non-U.S. currencies, the prices of which are determined with reference to currencies other than the U.S. Dollar. The Funds, however, value their financial instruments in U.S. Dollars. The Funds may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions, such as treasury locks, forward contracts, futures contracts and cross-currency swaps. There can be no guarantee that financial instruments suitable for hedging currency or market shifts will be available at the time when the Funds

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Read the rest in the brochure

As previously described in Item 4, the Firm provides discretionary management and/or investment advice to the Funds and Sub-Advised Funds and provides investment advice to the Advisory Clients. Covalis Capital LLP may provide the same or similar services in the future to other privately placed investment funds and/or separately managed accounts. Investors in the Funds and/or Sub-Advised Funds and Advisory Clients may include high net worth individuals, family offices, pension plans, endowments, foundations, funds of funds, and other institutional investors. In order to invest in any of the Funds, prospective and existing Investors must be “accredited investors” and, to the extent applicable, if subject to performance-based compensation, a “qualified client” as defined by Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 205-3 thereunder. Additionally, all prospective and existing Investors in the Funds exempted from the definition of investment company by virtue of Section 3(c)(7) of the Company Act must be “qualified purchasers” as defined in Section 2(a)(51) thereof and the rules thereunder. The Offering Documents of each Fund may set minimum amounts for investment by prospective Investors. Such minimum investments, however, may be (and have been) waived or modified by the Funds, in their sole discretion. Investment advice is provided directly to the Client and not individually to Investors in the Funds/Sub-Advised Funds. Covalis Capital LLP is under no obligation to accept any prospective client or investor and may decline acceptance of a prospective client or investor in its sole discretion.

As noted in Item 5, Covalis Capital LLP or an affiliate may receive performance-based compensation from certain Clients. Such performance-based compensation may create an incentive for Covalis Capital LLP or an affiliate to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. Further, the variation of performance-based compensation structures among Covalis Capital LLP’s Clients may create an incentive for Covalis Capital LLP to direct the best investment ideas to, or to allocate or sequence trades in favor of, a Client that bears higher performance-based compensation or performance-based compensation providing for payment to Covalis Capital LLP at different times or over different time intervals than another Client. Covalis Capital LLP has procedures designed and implemented to provide reasonable assurance that all Clients are treated fairly. Specifically, Covalis Capital LLP maintains procedures designed to address the allocation of investment opportunities among Clients as well as the manner in which investments are valued. Our allocation policy seeks to ensure that we allocate investment opportunities across Clients fairly and equitably over time based upon our policies and procedures. -7-

Neither we nor our management personnel are registered as broker-dealers, and neither have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. The Firm is affiliated with several entities that also provide investment management and/or investment advisory services to the Clients. These affiliated entities include Covalis (Gibraltar) Limited, CC Puerto Rico, LLC, and KUB Convex Partners. Covalis Capital LLP files a report with the SEC as a registered investment adviser. CC Puerto Rico LLC and KUB Convex Partners each file a report with the SEC as an exempt reporting adviser. These affiliates may act as investment managers, investment advisers or sub-advisers to certain Funds/Sub-Advised Funds or provide advisory services to other client accounts. Such arrangements may create potential conflicts of interest, including the allocation of investment opportunities, resources or expenses among the Firm, the Funds, Sub-Advised Funds and their affiliates. The Firm has adopted policies and procedures designed to allocate investment opportunities and expenses in a manner it believes to be fair and equitable over time. Covalis Capital LLP and its affiliate advisers have adopted a Code of Ethics concerning trading by personnel of Covalis Capital LLP that is designed to detect and prevent potential conflicts of interest between Covalis Capital LLP and the Clients and Investors. Please refer to Item 11 below for additional information regarding Covalis Capital LLP’s Code of Ethics. Covalis Capital LLP and its affiliate advisers have certain non-U.S. group entities that (i) perform a variety of services (including portfolio advisory services, research, risk analysis and certain operations services), which services from time to time may be rendered for the benefit of Covalis Capital LLP and its affiliate advisers’ U.S. clients; and/or (ii) have overlapping personnel, (together the “Participating Affiliates”). Certain of these Participating Affiliates have entered into service agreements with Covalis Capital LLP and its affiliate advisers. None of the Participating Affiliates is registered with the SEC as an investment adviser. Instead, each

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of the Participating Affiliates will conduct its business in relation to Covalis Capital LLP subject to the terms of a so-called participating affiliate agreement (“Participating Affiliate Agreement”) pursuant to which, and consistent with the conditions set forth in a series of noaction letters issued by the SEC, the Participating Affiliates will remain subject to the regulatory supervision of both Covalis Capital LLP and, in certain respects, the SEC.

Code of Ethics Covalis Capital LLP has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our members and employees and procedures regarding our members and employees’ personal trading of securities. Our members and employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of admission/employment and annually thereafter. Members and employees are also required to provide periodic certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: • • •

Members and employees must at all times place the interests of the Clients and Investors first; Members and employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Personal Investment Policy (described below); and Members and employees should not take inappropriate advantage of their position at the Firm.

Members and employees must report their personal securities holdings and transactions to Covalis Capital LLP’s Chief Compliance Officer or her designee. The Code requires each brokerdealer used by a member or an employee to provide duplicate personal account statements and trade confirmations directly to Covalis Capital LLP. The Code also requires Covalis Capital LLP to review these reports periodically. Covalis Capital LLP does not permit any member or employee to participate in initial public offerings (“IPOs”) or purchase private placements without the prior approval of the Chief Compliance Officer or her designee. Members and employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Covalis Capital LLP’s personal trading policy is designed in part to prevent Covalis Capital LLP members and employees (which includes, for purposes of the policy, spouses, children or other dependents residing with the member or employee) from purchasing or selling securities on or about the time that such securities are purchased or sold by a Covalis Capital LLP Client. However, it is important to note that, at any given time, affiliated entities (other than members or employees) of Covalis Capital LLP may (on behalf of their clients) own the same securities owned by Covalis Capital LLP Clients. Covalis Capital LLP has adopted policies and procedures governing gifts and business entertainment, which includes disclosure of gifts and business entertainment in excess of

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certain de minimis thresholds and pre-clearance by its Chief Compliance Officer (or a delegate) prior to giving/receiving gifts above a certain de minimis threshold. Covalis Capital LLP or its related persons, in the course of their investment management and other activities, may come into possession of confidential or material nonpublic information about issuers, including issuers in which Covalis Capital LLP or its related persons have invested or seek to invest on behalf of clients. Covalis Capital LLP is prohibited from disclosing or using such information in violation of applicable law for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. Covalis Capital LLP 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 Covalis Capital LLP is meeting its obligations to its Clients and remains in compliance with applicable law. In certain circumstances, Covalis Capital LLP 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 Covalis Capital LLP will be prohibited from communicating such information to the Client or using such information for the Client’s benefit. In such circumstances, Covalis Capital LLP will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that Covalis Capital LLP possesses such information), or not using such information for the Client’s benefit, as a result of following Covalis Capital LLP’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Covalis Capital LLP is authorized to determine the broker-dealer to be used for executing securities transactions for the Funds and Sub-Advised Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids, and we seek to obtain best execution for Fund and Sub-Advised Fund transactions and consider multiple factors in evaluating execution quality. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect Fund/Sub-Advised Fund trades, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Fund/Sub-Advised Fund in such a manner that a Fund’s/Sub-Advised Fund’s total costs or proceeds in the transaction are most favourable under the circumstances. The Firm considers many factors in determining whether it obtains Best Execution, only one of which is actual commission rate or price paid or received. Best execution is qualitative, and quantitative, and the Firm will weigh a combination of criteria to determine whether the transaction in question represents the best overall execution for the Fund/Sub-Advised Fund. Those factors include but are not limited to their reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block

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positioning capabilities, clearance, settlement, and custodial services. The Firm’s “Best Execution Policy” requires that all trades are executed through approved broker- dealers and that the Firm reviews the performance of its broker-dealers to evaluate whether the Firm is obtaining Best Execution for its Fund’s/Sub-Advised Fund’s trades. The Firm maintains policies and procedures to review the quality of executions, including periodic reviews by its trading and investment professionals. Soft Dollars Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide appropriate assistance in the investment decision-making process. The Firm does not receive “Soft Dollars” in connection with its use of broker-dealers. Should the Firm engage in soft dollar arrangements at any point, the Firm will comply with the safe harbor requirements of Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Neither Covalis Capital LLP nor any related person receives client referrals from any brokerdealer or third party. The provision by a broker of research and other services to us creates an incentive for us to select such broker since we would not have to pay for such research and other services as opposed to solely seeking the most favourable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Order Aggregation and Allocation Covalis Capital LLP and its affiliates will only aggregate orders if doing so is consistent with: (i) its duty to Clients to seek best execution, and (ii) the relevant terms of the investment guidelines and restrictions of each participating Client. Each Client that participates in an aggregated order will participate at the average execution price for each such order (or group of orders with the same executing broker) and will bear its proportionate share of the transaction costs. Any other terms negotiated for an aggregated order will also apply equitably to each participating Client. Covalis Capital LLP and its affiliates will endeavour to aggregate all appropriate orders in the same security and allocate them fairly and equitably to ensure all Clients obtain the same average execution price. The Firm has established a set of allocation rules that apply to its trades. Rules defining target allocation percentages for each Client are established and approved at the beginning of each calendar month. Target allocations are based on each Client’s beginning-of-month AUM, adjusted for leverage, where applicable. Various trade allocation schemes have been established to account for the various investment mandates. Certain Clients may only participate in certain mandates. If necessary, the trade allocation target percentages may be amended intra month, if approved. If a non-standard allocation is needed, this must be approved. Trade allocations are reviewed each day and any non-standard allocations are highlighted. When target allocations cannot be achieved, for example due to minimum lot size or rounding limitations, Covalis

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Capital LLP and its affiliates will allocate to Clients in a fair and equitable manner, aiming to minimize exposure differences. Consideration should also be given to pre-existing positions in each account. Occasionally position sizes may drift from target allocations across Clients due to a prior exception as delineated above or capital activity, and a rebalance trade may be required. Trade Error Policy A Client may on occasion experience a trade error. Trade errors may include, for example, (i) the placement of orders (either purchases or sales) in excess of, or less than, the amount of securities the Client intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; (v) the purchase or sale of a security contrary to regulatory restrictions or Client investment guidelines or restrictions; and (vi) incorrect allocations of securities. All reasonable efforts should be made to promptly correct trade errors to minimize the disruption to affected Clients. Action should be appropriate for the facts and circumstances at hand and should be carefully executed so as not to worsen the situation. To the extent that a trade error is caused by a counterparty, such as a broker or agent, the Firm shall seek to recover any related trade error losses from such counterparty. Once an incident has been determined to be a trade error, the financial impact of the error is calculated and verified. The basis for each calculation is related to the facts and circumstances of the trade error.

We do not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for Client referrals.

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To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective investor's evaluation of our advisory business or the integrity of our management.

Our portfolio managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Fund to ensure that they conform with the investment objectives and guidelines that are stated in the Fund’s Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. We or an affiliate will distribute annual audited financial statements with respect to the previous fiscal year to all Investors within 120 days of the relevant Fund’s fiscal year end. We or an affiliate may also distribute other interim reports to Investors.

We may be deemed to have custody of certain Clients' funds and securities because we have the authority to obtain funds or securities on behalf of our Clients, for example, by deducting advisory fees from a Client's account or otherwise withdrawing funds from a Client's account. Account statements related to the Clients are sent by qualified custodians to the Firm. We comply with Advisers Act’s Custody Rule by (i) keeping client funds and securities with qualified custodians (as necessary), and (ii) meeting the conditions of the pooled vehicle annual audit exemption. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we distribute the Fund’s audited financials to Investors within 120 days of the Fund’s fiscal year end.

We have full discretionary investment authority with respect to some of the Funds and some of the assets of Third-Party Manager Sub-Advised Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. Affiliate managers/advisers provide discretionary investment management and/or advisory services to some of the Funds/Sub-Advised Funds under their respective investment management agreements, advisory agreements or sub-advisory agreements.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The Firm will comply with the Proxy Voting Rule and will act solely in the best interests of its Clients, where applicable when exercising its proxy voting authority. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation: • • • •

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

In limited circumstances, we will refrain from voting Proxies where we believe that doing so would be in the best interests of our Clients, taking into consideration the cost of voting the Proxies and the anticipated benefit to our Clients. Conflicts of interest may arise between the interests of the Clients on the one hand and us or our affiliates on the other hand. If we determine that we have, or are perceived to have, a conflict of interest when voting proxies, we will vote in accordance with our proxy voting policies and procedures.

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Generally, Clients may not direct our vote in a particular solicitation. Clients or Investors may obtain a copy of our Proxy voting policies and procedures upon request. Investors may obtain any of our Proxy voting records upon request.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.

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