Electron Capital Partners, LLC

A. General Description of Advisory Firm. Electron Capital Partners, LLC (“Electron,” “Advisor,” “we,” “us” or “our”) is a Delaware limited liability company and has been in business since April 2012. We provide Investment Advisory Services (as defined below) to privately offered pooled investment vehicles (the “Electron Funds”) and sub-advisory services to pooled investment vehicles that include privately placed funds exempt from registration under the Investment Company Act of 1940, as amended (the “Company Act”), and European registered investment companies (Undertakings for Collective Investment in Transferable Securities or “UCITS”) (each, a “Fund” and collectively, the “Funds”). Electron is owned by James (“Jos”) Shaver and Electron Principals (IM), LLC, a Delaware limited liability company (“Electron Principals (IM)”). Electron Principals (IM) is owned by Jos Shaver, Ran Zhou, Neil Choi and Zhe (“Jeff”) Zheng. Ran Zhou is the Chief Investment Officer of Electron and the Managing Partner of both Electron and Electron Principals (IM). Electron has an advisory agreement with a domestic feeder fund, Electron Global Fund, L.P. (the “Global - Domestic Fund”), an offshore feeder fund, Electron Global Fund, Ltd. (the “Global Offshore Fund”), and together with the Global - Domestic Fund and Global - Offshore Fund, (the “Global - Feeder Funds”), and an offshore master fund, Electron Global Master Fund, L.P. (the “Global - Master Fund”), and together with the Global - Feeder Funds, (the “Electron Global Funds”). The Global - Feeder Funds invest all, or substantially all, of their assets in the Global - Master Fund. Electron GP, LLC, a Delaware limited liability company (“Electron GP”) and an affiliate of Electron, serves as the general partner of the Global - Domestic Feeder Fund and the Global - Master Fund. Electron GP is owned by Jos Shaver and Electron Principals (GP), LLC (“Electron Principals (GP)”), which is also owned by the Partners. Ran Zhou is the Managing Partner of both Electron GP and Electron Principals (GP). Electron also has an advisory agreement with a domestic feeder fund, Electron Infrastructure Fund, L.P. (the “Infrastructure - Domestic Fund”), an offshore feeder fund, Electron Infrastructure Fund, Ltd. (the “Infrastructure - Offshore Fund”); and together with the Infrastructure - Domestic Fund, (the “Infrastructure - Feeder Funds”), and an offshore master fund, Electron Infrastructure Master Fund, L.P. (the “Infrastructure - Master Fund”), and together with the Infrastructure - Feeder Funds, (the “Electron Infrastructure Funds”). The Infrastructure - Feeder Funds invest all, or substantially all, of their assets in the Infrastructure - Master Fund. Electron Infrastructure GP, LLC, a Delaware limited liability company (“Electron Infrastructure GP”) and an affiliate of Electron, serve as the general partner of the Infrastructure - Domestic Fund and the Infrastructure - Master Fund. Electron Infrastructure GP is owned by Jos Shaver and Electron Principals (GP), which is also owned by the Partners. Ran Zhou is the Managing Partner of Electron Infrastructure GP. Electron additionally has an advisory agreement with a domestic feeder fund, Electron New Energy Fund, L.P. (the “New Energy - Domestic Fund”) an offshore master fund, Electron New Energy Master Fund, L.P. (the “New Energy - Master Fund”), and together with the New Energy - Domestic Funds, (the “Electron New Energy Funds”). The New Energy - Domestic Fund invests all, or substantially all, of their assets in the New Energy - Master Fund. Electron Infrastructure GP, LLC, serves as the general partner of the New Energy - Domestic Fund and the New Energy - Master Fund. Additionally, Electron has an advisory or sub-advisory agreement with each of Boothbay Absolute Return Strategies, LP (the “Boothbay Fund”), AGR Trading SPC Series EC Segregated Portfolio (the “AGR Fund”), K2 Electron Liquid Global Master Fund, Ltd. (the “K2 Fund”), Alma Platinum IV in respect of Alma Electron Global Fund (the “ALMA Fund”), Franklin Templeton Investment Funds Franklin K2 Alternative Strategies Fund (the “K2 UCITS - Multi Fund”), Franklin Alternative Strategies

Fund - Franklin K2 Alternative Strategies Fund (the “K2 40 Act Fund”), JPMorgan Funds - MultiManager Alternatives Fund (the “JPMF MMAF UCITS Funds”), J.P. Morgan Alternative Asset Management, Inc. Opportunistic Access Master Fund, L.P. (the “JPM OPP Fund”), UBS Asset Management (Americas) Inc. Pace Select Advisors Trust (40 ACT) (the “UBS PACE 40 Act Fund”) and Sequoia Holdings DE, LLC (the “Sequoia Fund”), together with the Boothbay Fund, the AGR Fund, the K2 Fund, the ALMA Fund, the K2 UCITS - Multi Fund, the K2 40 Act Fund, the JPMF MMAF UCITS Fund, the JPM OPP Fund, the UBS PACE 40 Act Fund and the Sequoia Fund (the “Advisory Accounts”), and together with the Electron Global Funds, Electron Infrastructure Funds and Electron New Energy Funds, (the “Funds”), to serve as an adviser or sub-adviser to each of the Boothbay Fund, the AGR Fund, the K2 Fund the ALMA Fund, the K2 UCITS - Multi Fund, the K2 40 Act Fund, the JPMF MMAF UCITS Fund, the JPM OPP Fund, the UBS PACE 40 Act Fund and the Sequoia Fund. Boothbay Fund Management, LLC is the Investment Manager of the Boothbay Fund, AC Investment Management, LLC is the Investment Manager of the AGR Fund, K2/D&S Management Co., L.L.C. is the Investment Manager of the K2 Fund, the K2 UCITS - Multi Fund and the K2 40 Act Fund, Alma Capital Investment Management is the Investment Manager for the ALMA Fund, J.P. Morgan Alternative Asset Management, Inc. is the Investment Manager for the JPMF MMAF UCITS Fund and the JPM OPP Fund, UBS Asset Management (Americas) Inc. is the Investment Manager for the UBS PACE 40 Act Fund and Capricorn Investment Group, LLC is the Investment Manager for the Sequoia Fund. Electron’s investment program mainly focuses on long and short investments, primarily in publicly traded equity securities in the clean energy, infrastructure, and transitioning utility sectors, seeking to maximize absolute returns and limit volatility through active risk management.

B. Description of Advisory Services. As an investment adviser, we are responsible for sourcing potential investments, conducting research and due diligence on potential investments, analyzing investment opportunities, and monitoring investments on behalf of the Funds. We also provide certain administrative services to the Funds or arrange for such services to be provided by a third party. We refer to all of these services as “Investment Advisory Services.” We generate all of our advisory fees from Investment Advisory Services. We tailor the Investment Advisory Services we offer to the individual needs and specified investment mandates of the Funds. For advisory Funds that we sponsor and control, we adhere to the investment strategy set forth in each such Fund’s Private Placement Memorandum. The investment management agreement with each of the Funds’ provides us broad discretion in pursuing the Funds’ investment objective and does not require us to tailor our services to the needs of specific underlying investors of these Funds. The foregoing is subject to the provisions of the relevant investment management agreement or similar agreement (an “IMA”), offering memoranda, or organizational documents (together with the IMA and the offering memoranda, the “Agreements”). The descriptions set forth in this brochure of specific advisory services that we offer to Funds, and investment strategies pursued and investments made by us on behalf of the Funds, 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 Fund's investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Funds should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Funds will be achieved.

C. Availability of Customized Services for Individual Clients. Our investment decisions and advice with respect to each Fund are subject to such Fund's investment objectives and guidelines, as set forth in its Agreement. Investment decisions will be made based on the investment objectives and restrictions of the Funds.

D. Wrap Fee Programs. We currently do not participate in any wrap fee programs.

E. Assets Under Management. As of December 31, 2024, we managed approximately $4,201,565,868 in client assets on a discretionary basis and $0 of client assets on a non-discretionary basis. Please see Items 6 (Performance-Based Fees and Side-by-Side Management), 8 (Methods of Analysis, Investment Strategies and Risk of Loss), 10 (Other Financial Industry Activities and Affiliates) and 14 (Client Referrals and Other Compensation).

A.

Advisory Fees and Compensation.

We and/or our affiliates receive management fees and performance-based incentive fees/allocations (each, a “Fee” and collectively, “Fees”) for the Investment Advisory Services we provide to our Funds in accordance with the terms set forth in the relevant Agreements. All Fees for the Funds are disclosed in the relevant Fund’s Agreements, which are provided to prospective investors in the Electron Funds. A brief summary of such Fees is set forth below. In general, the standard fee schedule for Electron’s Investment Advisory Services and subadvisory services ranges from approximately 0-2.0% annually with respect to the management fee. The incentive allocation is approximately 0-20%, which is calculated annually subject to a high-water mark, as set forth in the relevant Fund’s Offering Documents. Such Fees may vary as further set forth in the relevant Fund’s Agreements. The Funds’ general partner or the board of directors, as applicable and in their sole discretion, has and may in the future elect to reduce, waive or calculate differently the management fee and/or incentive allocation with respect to certain capital accounts or shares, respectively, including, without limitation, capital accounts or shares, as applicable, held by limited partners or shareholders, respectively, that are affiliates or employees of Electron, members of the immediate families of such persons, and trusts or other entities primarily for their benefit or for charitable purposes. We structure any performance-based incentive fees/allocations in accordance with Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the rules and regulations set forth thereunder.

B.

Payment of Fees.

The applicable Agreements govern the terms of compensation and the manner in which we are compensated by each Fund. Subject to the terms of the Agreements, Fees are generally paid one of two ways. Fees are either deducted from the Funds’ assets as such Fees are incurred or the Advisory Accounts are billed and remit payment to Adviser. Our base management fees are paid monthly in arrears. Incentive allocations are crystalized annually. Fees are generally prorated for partial periods.

C.

Additional Fees and Expenses.

The Funds will bear their own applicable expenses (and, in respect of the Electron Funds, their pro rata share of the corresponding Master Fund's expenses), including the management fee; investment expenses (e.g., expenses that, in the our sole discretion, are related to the investment of the Funds’ respective assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to short sales, pay-to-hold fees, 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, monitoring or transmittal of the Funds’ investments incurred by Electron or any other person on behalf of Electron); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments and generally to Fund operations; fees and expenses relating to software tools, programs or other technology utilized in managing the (including third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data (including any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); administrative expenses (including fees and expenses of the administrator); legal and compliance expenses (e.g., costs associated with preparation of regulatory filings relating to the investments of the Fund or to Fund activities); regulatory expenses (including

filing fees); external accounting and valuation expenses and the cost of accounting software packages; audit and tax preparation expenses; costs related to errors and omissions insurance for Electron; costs of printing and mailing reports and notices; costs of establishing and maintaining a website for investors; entity-level taxes; corporate licensing; organizational expenses; 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. Other than the management fee and incentive allocation, we do not receive any portion of these charges, fees, and expenses and will not receive a brokerage commission or other compensation attributable to the sale of a security or other investment product. For an in-depth discussion of the factors that we consider in selecting or recommending broker-dealers for Fund transactions and determining the reasonableness of commissions and compensation for such broker-dealers, please see Item 12, “Brokerage Practices -- Selection of Broker-Dealers and Reasonableness of Compensation” below.

D.

Additional Compensation and Conflicts of Interest.

Neither Electron nor any of its personnel receives a brokerage commission or any other compensation attributable to the sale of securities or investment products. E.

Sales Charges

N/A Please see Items 6 (Performance-Based Fees and Side-by-Side Management), 10 (Other Financial Industry Activities and Affiliations) and 12 (Brokerage Practices).

A.

Methods of Analysis and Investment Strategies.

Investment Strategies of the Global Funds The Global Funds’ investment objective is to achieve absolute returns through long and short investments primarily in publicly traded equity securities in the clean energy, infrastructure, transitioning utility companies seeking to maximize absolute returns and limit volatility through active risk management and global utility sectors (including, but not limited to, electric, gas and water utilities and independent power companies), utility service and fuel providers, utility equipment manufacturers (including, but not limited to, renewable and energy technology companies) and related sectors. Investment Strategies of the Infrastructure Funds The Infrastructure Funds’ investment objective is to achieve absolute returns long investments primarily in publicly traded equity securities in the clean energy, infrastructure, transitioning utility companies seeking to maximize absolute returns and limit volatility through active risk management and global utility sectors (including, but not limited to, electric, gas and water utilities and independent power companies), utility service and fuel providers, utility equipment manufacturers (including, but not limited to, renewable and energy technology companies) and related sectors. Investment Strategies of the New Energy Funds The New Energy Funds’ investment objective is to achieve absolute returns through long investments primarily in publicly traded equity securities in the clean energy and infrastructure sectors and transitioning renewable developers that drive and enable the global energy transition (including, but not limited to, solar, wind, hydrogen, biofuels, energy storage, renewable developers, mobility infrastructure, energy/power infrastructure, and renewable development infrastructure) and related sectors. Methods of Analysis and Investment Strategies Process Our Methods of Analysis and Investment Strategies process starts with a focus on structural change and we embrace the myriad of utility markets’ differences around the globe because, we believe, this approach leads to the most attractive alpha opportunities. We allocate capital dynamically to what we believe are the most attractive alpha opportunities in the global utility industry. As a result, although the Funds are individual funds, it provides the diversification benefit of relatively uncorrelated regions and concentration in the globe’s most attractive alpha opportunities. Although some of these structural changes happen in days or weeks, such as fuel cost passthrough adjustments, others will take years to implement, for example, new capacity payment structures. Because of the sector’s high earnings visibility, however, we generally do not have to wait until a particular structural change occurs for a thesis to play out. Utilities often have earnings visibility 2-3 years out (including Wall Street estimates) which is in contrast to other sectors (e.g., tech) which often times do not have 2-3 quarters of visibility. As such, utility stock prices (and Wall Street’s estimates) will generally begin to discount even some of the longer dated structural changes as clarity surfaces in the early stages. Therefore, we believe, there is a distinct competitive advantage for those who have an early understanding of such structural changes and the resulting earnings impact on affected utilities. We therefore focus our efforts on discerning the structural change opportunity early in an effort to come up with a view before it becomes obvious to the broader market.

Moreover, there are often several opportunities over an extended time period to trade the same structural change as numerous stakeholders (e.g., government, regulator, company, customers, et al.) involved in the process distort market perceptions of the final outcome. The Funds’ investment programs are speculative and entail substantial risks. There can be no assurance that the investment strategies described herein will allow the Funds to achieve their investment objectives. In fact, the investment techniques that we employ from time to time can, in certain circumstances, substantially increase the adverse impact that market fluctuations have on the Funds’ investment portfolio. Accordingly, the Funds’ activities could result in substantial losses under certain circumstances.

B. Material, Significant, or Unusual Risks Relating to Investment Strategies. Our dedication to the rigorous management of risk within and across subsets of our portfolio is designed to identify and appropriately address the sorts of risk inherent in the types of transactions in which we participate. However, despite our risk management process, investing in any securities involves a risk of loss that all of our investors must be prepared to bear. Prospective investors should carefully consider the risks involved in an investment in the Funds, including, but not limited to, those discussed below. Prospective investors should consult their own legal, tax, and financial advisers as to all of these risks and as to an investment with the Funds generally. Market Risks Risk of Loss. An investment in the Funds is speculative and involves significant risk. The profitability of the Funds ultimately depends upon Electron correctly assessing the future price movements of the securities, commodities and other financial instruments in which the Funds invest as well as the movement of interest rates. Such price movements may be volatile and are subject to numerous factors which are neither within the control of nor predictable by Electron. Such factors include, without limitation, a wide range of economic, political, competitive, market, legal, operational and other conditions or events (including, without limitation, natural disasters, acts of terrorism or war) which may affect investments in general or a specific security, commodity or other financial instrument in which the Funds invest. There can be no assurance that Electron will be successful in accurately predicting price movements. Accordingly, investors may incur substantial losses on their investments in the Funds, and it is possible that the Funds’ performance will fluctuate substantially from period to period. Competition. The securities industry, the various markets in which the Funds participate and the varied strategies and techniques engaged in by Electron are extremely competitive and each involves a high degree of risk. The Funds and Electron compete with firms, including, without limitation, many of the larger securities and investment banking firms, which have substantially greater financial resources, larger research staffs and more traders than Electron has or expects to have in the future, which may place the Funds at a competitive disadvantage. Market Volatility. As a general matter, the prices of certain of the assets in which the Funds invest have recently exhibited high volatility in line with the heightened volatility and fluctuations of global capital markets. Price movements of these assets may be influenced by, among other things, interest rates, credit trends, changing supply and demand relationships, regulatory changes and fiscal and monetary programs and policies of governments. There can be no assurance that Electron will be successful in accurately predicting price and interest rate movements despite efforts to identify and, if applicable, hedge such risks. Failure of Brokerage Firms. U.S.-registered broker-dealers that may carry the accounts of the Funds generally segregate all customer funds to be allocated to listed securities trading in compliance with

SEC and FINRA regulations. If such assets were not so segregated, the Funds would be subject to the risk of the failure of the broker. Even given proper segregation, in the event of the insolvency of the broker, the Funds may be subject to a risk of loss of their funds and may be able to recover only a pro rata share (together with all other securities customers of such broker) of their respective assets, such as U.S. Treasury bills, specifically traceable to the Funds’ accounts. In broker insolvencies, customers have, in fact, been unable to recover from the broker’s estate the full amount of their “customer” funds. In addition, under certain circumstances, such as the inability of another client of the broker or the broker itself to satisfy substantial deficiencies in such other client’s account, a customer (including the Funds) may be subject to a risk of loss of their funds on deposit with a broker-dealer, even if such funds are properly segregated. In the case of any such bankruptcy or loss, the Funds might recover, even in respect of property specifically traceable to it, only a pro rata share of all property available for distribution to all of the broker’s clients. The Funds may trade with or hold accounts at foreign brokerdealers registered under the laws and regulations of other countries. Such brokers and/or dealers may not be subject to the same or similar customer fund regulations (including, without limitation, customer segregation requirements) as those existing in the United States. The financial failure of the parties with which the Funds trade in OTC markets could also result in substantial losses, as the Funds will deal with such persons as principal and there is no requirement that such parties segregate counterparty funds held by them in respect of such trading. Further, the Funds are subject to additional risks where it is a party to a securities lending arrangement and the counterparty to the arrangement becomes insolvent and/or defaults on their obligations, including, without limitation, the risk that collateral will not be returned and/or repurchased or the Funds will not be permitted to exercise their remedies in accordance with the provisions of the relevant securities lending agreement. Electronic Trading Facilities. The Funds, in their trading activities, in the sole and absolute discretion of Electron, make use of electronic trading and/or communication networks. Most electronic trading facilities are supported by computer- (including, without limitation, internet-) based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Trading on an electronic trading system may differ not only from trading in an open-outcry market or telephonic market but also from trading on other electronic trading systems. The Funds, in undertaking transactions on an electronic trading system, will be exposed to risk associated with the system, including, without limitation the failure of hardware and software. The result of any system failure may be that a trade order is either not executed according to its instructions or not executed at all. The Funds’ ability to limit or recover certain losses may be subject to limits on liability imposed contractually or by, without limitation, foreign or domestic law or regulation, the Funds’ own or their brokers’ internet service provider, other systems providers, market factors, foreign or domestic banking or other market regulations and/or telephonic or other communications providers. Leverage. The Funds retains the right to utilize leverage, and does so through direct borrowing, short selling, options and other instruments (including, without limitation, derivatives) and arrangements with embedded leverage. While strategies, techniques and instruments that employ leverage increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. If the Funds use leverage with respect to a position, any losses would be more pronounced than if leverage were not used, and a relatively small price movement in a security or other financial instrument may result in immediate and substantial losses to the Funds, including, without limitation, losses in excess of the amount invested. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the operating results of the Funds. In addition, the lender or counterparty, as the case may be, may have a security interest in, or otherwise acquire, all or a portion of the Funds’ assets. In the event that the Funds default under any such arrangement, such lender or counterparty may have the right to become or remain the owner of all or that portion of the Funds’ assets secured pursuant to such arrangement. If such arrangement is terminated, the Funds’ ability to meet their investment objectives may be adversely impaired. The Funds will bear all of the costs and

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TYPES OF CLIENTS We currently provide Investment Advisory Services and sub-advisory services to pooled investment vehicles including privately placed funds, 1940 Act and UCITS, collectively the “Funds,” although we may provide investment advice and/or other advisory services to other clients in the future, including other pooled investment vehicles and separately managed accounts. The minimum subscription amounts for investing in the Electron Funds is $1,000,000, subject to the general partner’s or the board of directors’ (as applicable) sole discretion to accept subscriptions of a lesser amount. Such minimum investment thresholds are disclosed in the relevant Fund’s offering memorandum.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT As noted in Item 5, “Fees and Compensation” above, Electron and its affiliates are eligible to receive performance-based fees/allocations from some of the Funds that Electron manages, which are based upon the aggregate realized and unrealized net capital appreciation attributable to investments in the Funds. As a result, Electron and its affiliates may have an incentive to invest assets in client accounts where Electron and its affiliates are eligible to receive performance-based fees/allocations over accounts that do not provide a performance-based fee/allocation. To address this potential conflict of interest, investments to the Funds are generally allocated on a pro rata basis based on capital size and within Electron’s trading guidelines. Additionally, Electron has implemented policies and procedures in an effort to address, mitigate or assess conflicts of interest, including; a code of ethics, an investment allocation policy, exposure dispersion review between the Funds that pay a performance-based fee/allocation compared to the Funds that do not pay a performance-based fee/allocation and disclosure of these conflicts in this Brochure. While Electron seeks to prevent or detect and disclose the occurrence of conflicts, there is no guarantee that our policies will reveal all situations in which a conflict may occur.

A.

Broker-Dealer Registration Status.

Neither we nor our management personnel (i) are registered as broker-dealers; or (ii) have any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer.

B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. Neither we nor our management personnel (i) are registered as a futures commission merchant, commodity pool operator, commodity trading adviser or an associated person of the foregoing; or (ii) have any application pending to register with respect to any of the foregoing.

C.

Material Relationships or Arrangements with Industry Participants.

As discussed in Item 4 (Advisory Business), Electron, Electron GP, and Electron Infrastructure GP are owned directly and indirectly by the Partners. Mr. Shaver also serves as a director of the Global Offshore Fund and Infrastructure Offshore Fund. Electron and the Partners will devote to the Funds as much time as Electron deems necessary and appropriate to manage the Funds' business. Future activities of Electron and its affiliates, including the establishment of other investment funds and/or accounts, may give rise to additional conflicts of interest. Electron and its partners, officers, personnel and affiliates are not restricted from forming additional investment funds and/or accounts, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Funds and/or may involve commitment of substantial time and resources of Electron or any of its affiliates. Placement agents that may solicit investors for a Fund are subject to a conflict of interest because they will be compensated in connection with their solicitation activities. All payments made to placement agents for client referrals will be made in accordance with the provisions of Rule 206(4)3 under the Advisers Act and any other applicable laws. For a further discussion of how we address actual and potential conflicts of interest, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below. These foregoing activities and affiliates may subject us to a number of actual and potential conflicts of interests. However, we will undertake to provide services to the Funds in a manner that is consistent with our fiduciary duties. When a conflict of interest arises, we will endeavor to ensure that the conflict is resolved fairly.

D.

Material Conflicts of Interest Relating to Other Investment Advisers.

Except as disclosed in Item 10, “Other Financial Industry Activities and Affiliations,” we do not recommend or select other investment advisers for our Funds and we have no material conflicts of interest relating to other investment advisers.

A.

Code of Ethics.

Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct. In recognition of this, we have adopted a written Code of Ethics (the “Code of Ethics”), pursuant to Rule 204A-1 under the Advisers Act, designed to reinforce and enhance our ethical way of doing business and, in particular, to ensure compliance with the Advisers Act. The Code of Ethics sets forth the standards of business conduct that reflect our fiduciary obligations to our Clients. The code of ethics is applicable to all employees. The Code of Ethics requires that employees act with honesty and integrity, adhere to the highest ethical standards and comply with applicable laws and regulations. The Code of Ethics is based on the principle that we and our employees owe a fiduciary duty to clients to ensure that employees conduct their personal securities transactions in a manner that does not interfere with client transactions or otherwise take unfair advantage of our relationship with our clients. A copy of the Code of Ethics is available upon request by contacting Electron at 212-554-1800 or investors@Electroncapital.com.

B.

Securities That You or a Related Person Has a Material Financial Interest.

Our employees do not recommend to advisory clients, nor do they buy or sell for such clients, securities or other instruments in which they have a material financial interest.

C.

Investing in Securities That You or a Related Person Recommends to Clients.

Conflicts of interest may occur when we, our affiliates, or employees (or their immediate family members), invest in the same securities, trade in the same securities at or about the same time, or have a material financial interest in the same securities that we recommend to our clients. For example, we or our employees may invest in the Funds, and, therefore, such persons may hold an indirect interest in the same securities as the Funds. In addition, certain of our employees may own securities in their personal accounts that the Funds also have invested in. Our Code of Ethics has been designed to limit conflicts of interest in cases where we or any of our officers or employees, buy, sell or otherwise have an interest in, securities that the Funds also have invested in. We have adopted an insider trading policy which states that no person to whom the policy applies may trade, either personally or on behalf of others (including our clients), while in possession of material nonpublic information where it would be unlawful to do so, nor may any of our personnel communicate material nonpublic information to others in violation of the law. Our personal trading policies are part of our Code of Ethics. For a description of our Code of Ethics, please see the foregoing discussion in this Item 11. The fiduciary principles that govern our personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the clients first; (2) the requirement that all personal securities transactions be conducted consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable Federal securities laws.

D.

Conflicts of Interest Created by Contemporaneous Trading.

Unless otherwise specifically permitted by the Code of Ethics, an employee may only trade securities in their personal trading account with pre-approval from the Chief Compliance Officer.

A.

Transactions.

Factors Considered in Selecting or Recommending Broker-Dealers for Client

Pursuant to the relevant Agreements, we are generally authorized to select the broker or dealer to effect transactions on behalf of the Funds; however, our selection of the broker or dealer may be tailored to a particular Fund’s investment guidelines or restrictions, where appropriate. Accordingly, portfolio transactions will be allocated to brokers based on best execution and in consideration of such broker’s provision or payment of the costs of research and other services. We have adopted the following guidelines for evaluating brokerage services when determining whether it has obtained best execution for Fund transactions. These guidelines are designed to enable us to fairly evaluate the overall quality and costs of a broker-dealer’s execution services, including factors other than prices, commissions and other expenses paid in connection with account transactions. In selecting an appropriate broker-dealer to effect a trade for the Funds, we seek to obtain best execution, taking into consideration relevant factors, including, but not limited to: price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; difficulty of execution; the broker-dealer's expertise in the specific security or sector in which the Funds seek to trade; the extent to which the broker-dealer makes a market in the security involved or has access to such markets; availability of accurate information regarding the market for the security; the brokerdealer’s skill in positioning the securities involved; the broker-dealer's promptness of execution; the broker-dealer's financial stability; adequacy of the broker-dealer's trading infrastructure, technology and capital; the broker-dealer's reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for us; confidentiality considerations; the quality and usefulness of research services and investment ideas presented by the broker-dealer; the broker-dealer's ability and willingness to correct errors; the broker-dealer's ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and other factors we deem appropriate. We need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread.

1. Research and Other Soft Dollar Benefits. The Funds may be deemed to be paying for research and other services with “soft” or commission dollars. Although Electron believes the Funds will benefit from many of the services obtained with soft dollars generated by the Funds trades, they will not benefit exclusively. Electron and/or its affiliates may also derive direct or indirect benefits from some or all of these services, particularly to the extent that Electron uses “soft” or commission dollars to pay for expenses they would otherwise be required to pay themselves. During its last fiscal year, Electron received research publications and databases and expert networks using soft dollars. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to investment managers who use commission dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the manager in the performance of investment decision-making responsibilities. Conduct outside of the safe harbor afforded by Section 28(e) is subject to the traditional standards of fiduciary duty under state and U.S. federal law. Notwithstanding a good faith determination that the amount of commissions paid is reasonable in relation to the value of brokerage research services provided, to the extent that Electron determines to use commission dollars to pay for products and services that provide administrative or other non-research assistance to Electron and/or its affiliates, such payments will fall within the safe harbor of Section 28(e).

Electron may have an incentive to select to recommend a broker-dealer based on our interest in receiving the research or other products or services, rather than on the Funds’ interest in receiving most favorable execution.

2. Brokerage for Client Referrals. Neither Electron nor any related person receives client referrals from any prime broker or third party. However, subject to seeking best execution, we may consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending prime brokers for the Funds. Electron may have an incentive to select or recommend a broker-dealer based on our interest in receiving referrals, rather than on the Funds’ interest in receiving most favorable execution.

3. Directed Brokerage. We do not recommend, request, require, or permit a client to direct us to execute transactions through a specified broker-dealer.

B. Order Aggregation. Orders generally shall be allocated (i) pro rata among all accounts based upon the respective sizes of the participating Client accounts; or (ii) based upon a uniform target percentage holding across all participating Client accounts, unless there are limit orders. Electron generally allocates transactions among Clients on a trade-by-trade basis. Each such pro rata and target allocation procedures are sometimes referred to herein as a “Standard Allocation Method”. Electron may employ an allocation method other than a Standard Allocation Method including, but not limited to, allocating trades based on (1) the amount of available cash in a particular Client account or the need of a particular Client account for cash flow, (2) allocating trades based upon a uniform target percentage holding across all participating Client accounts (unless there are limit orders), or (3) any other method, provided, that the Company may only depart from the Standard Allocation Method if: under the circumstances, such other allocation method is reasonable, employed in good faith and does not result in an unfair or inequitable disadvantage to any Client account. Please see Item 10 (Other Financial Industry Activities and Affiliates).

A. Economic Benefits for Providing Services to Clients. Electron does not receive any economic benefits from non-clients for providing investment advice or other advisory services.

B. Compensation to Non-Supervised Persons for Client Referrals. We may directly or indirectly compensate persons who are not supervised persons, including placement agents, for client referrals. Our Chief Compliance Officer or his designee will determine whether such arrangements: (i) are subject to Rule 206(4)-1 under the Advisers Act (the “New Marketing Rule”) and, if so, whether the arrangements comply with that rule; and (ii) comply with other applicable laws, rules and regulations, including laws and regulations requiring the registration of broker-dealers. Such compensation to third parties for referrals may be based, among other things, on a percentage of the assets initially invested with us or remaining invested with us over time. Placement agents that may solicit or refer potential clients or investors on our behalf are subject to a conflict of interest because they will be compensated in connection with their solicitation activities.

DISCIPLINARY INFORMATION To the best of our knowledge, there are no legal or disciplinary events that are material to a client’s, prospective client’s, investor’s or prospective investor’s evaluation of our advisory business or the integrity of our management.

A.

Frequency and Nature of Review of Client Accounts or Financial Plans.

Mr. Zhou, with the assistance of other investment staff as appropriate, regularly reviews the current investment strategy and holdings in the Funds. Issues such as exposure, security weighting, and sector weighting are all reviewed to ensure compliance with the applicable Agreements. Topics such as model changes and priority of purchases or sales are also frequently discussed among members of the investment team and the portfolio managers.

B.

Factors Prompting Review of Client Accounts Other than a Periodic Review.

Trading personnel assist in risk assessment and review of holdings in the Funds by monitoring risks arising from factors including, if applicable: (i) security concentration; (ii) regulatory limitations; (iii) regional exposure; (iv) sector exposure; (v) liquidity; (vi) investor-imposed investment restrictions; (vii) beta; (viii) value at risk; (ix) leverage; (x) counterparty risk; and (xi) risks related to operations and systems.

C.

Content and Frequency of Account Reports to Clients.

Within 90 days after the completion of each year's audit of the Electron Funds' books and records, or as soon as reasonably practicable thereafter, audited financial statements will be sent to each of the Electron Funds' investors. The Electron Funds may elect not to provide portfolio disclosure required by U.S. generally accepted accounting principles to investors and may capitalize and amortize certain of its organizational expenses in deviation from U.S. generally accepted accounting principles. Such deviations from U.S. generally accepted accounting principles may result in a qualified opinion rendered on the Electron Funds’ financial statements. The Electron Funds will also provide periodic unaudited performance information, no less frequently than monthly, to the Electron Funds' investors.

CUSTODY The Funds’ cash and securities (except for securities that meet the privately offered securities exemption in Rule 206(4)-2 under the Advisers Act (the “Custody Rule”)) are maintained with a “qualified custodian.” However, Electron is viewed as having custody of the Electron Funds’ assets. The Electron Funds distribute annual audited financial statements to the Funds’ investors within 90 days after the completion of each year's audit of the Funds' books and records, or as soon as reasonably practicable thereafter.

INVESTMENT DISCRETION In general, we have discretionary authority to manage the securities portfolios of the Funds pursuant to IMAs with the Funds, which customarily do not place limitations on our authority to manage a Fund’s portfolio. Our investment decisions and advice with respect to each Fund are generally subject to such Fund’s investment objectives and guidelines, as set forth in the relevant Agreements and/or the rules and regulations of any exchange or market on which we trade securities on behalf of the Fund.

A.

Policies and Procedures Relating to Voting Client Securities.

We have, and in the future will continue to accept, the authority to vote the Funds’ securities. In light of this, we have adopted policies and corresponding procedures to comply with Rule 206(4)-6 under the Advisers Act and with our fiduciary obligations (the “Proxy Voting Policies”). The Proxy Voting Policies are designed to ensure that in cases where we vote proxies with respect to Fund securities or other instruments, such proxies are voted in the best interests of the Funds. Our general policy is to vote proxy proposals, amendments, consents, resolutions or corporate actions relating to securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by us in our discretion, taking into account relevant factors, including, but not limited to: • • • •

the impact on the value of the securities; the anticipated costs and benefits associated with the proposal; the effect on liquidity; and customary industry and business practices.

The majority of votes presented to shareholders are proposals made by management, which have been approved and recommended by a company’s board of directors. For routine matters (which generally means that such matter will not measurably change the structure, management, control or operation of the company and are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company), Electron will vote in accordance with the recommendation of ISS Sustainability Services, unless, in Electron’s opinion, such recommendation is not in the best interests of its clients. Generally, in the absence of any unusual or non-routine information, the following items are likely to be supported:

•

Ratification of appointment of independent auditors

•

General updating/corrective amendments to charter

•

Increase in common share authorization for a stock split or share dividend

•

Stock option plans that are incentive based and not excessive

•

Election of directors and payment of fees (unless such fees exceed market standards)

Non-routine matters may involve a variety of issues. The following items will always require company specific and case-by-case review and analysis when submitted by management to a shareholder vote:

•

Directors’ liability and indemnity proposals

•

Executive compensation plans

•

Mergers, acquisitions, and other restructurings submitted to a shareholder vote

•

Anti-takeover and related provisions

•

Shareholder Proposals

In the event we determine that the investing Funds should rely on the advice of an independent third party or a committee regarding the voting of a proxy, we will submit the proxy to such third party or committee for a decision and we will execute the proxy in accordance with such third party’s or committee’s decision. The Chief Compliance Officer also will maintain, or have available, written or electronic copies of each proxy statement received and of each executed proxy. The Chief Compliance Officer also will maintain records relating to each proxy, including (i) the determination as to whether the proxy was routine or not, (ii) the voting decision with regard to each proxy; and (iii) any documents created by any independent third party or others, that were material to making the voting decision. We will maintain a record of each written request from an investor in a Fund for proxy voting information and our written response to any request (oral or written) from an investor in a Fund for proxy voting information. The Chief Compliance Officer will maintain such records in its offices for two years from the end of the fiscal year during which the record was created, and for an additional three years in an easily accessible place.

B.

No Authority to Vote Client Securities and Client Receipt of Proxies.

As discussed above, we have, and in the future will continue to accept, the authority to vote the Funds’ securities. For additional information about how any proxies were actually voted or a copy of Electron’s proxy voting policies and procedures, please contact Electron at 212-554-1800 or investors@Electroncapital.com.

FINANCIAL INFORMATION 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.