Kopernik Global Investors, LLC

A. General Description of Advisory Firm Kopernik is an employee-owned investment adviser focused on global equity investing. Kopernik provides investment advisory services to individual and institutional clients on a discretionary and nondiscretionary basis. The Firm, a Delaware limited liability company, was founded by David Iben. Mr. Iben serves as the managing member, Co-Chief Investment Officer and Lead Portfolio Manager of the Firm. Previously, he headed the Global Value investment team at Vinik Asset Management, L.P. Mr. Iben formerly served as Chief Investment Officer, Co-President and lead portfolio manager of Tradewinds Global Investors, LLC, a subsidiary of Nuveen Investments. Kopernik commenced investment operations on July 1, 2013, and is based in Tampa, Florida. Kopernik’s principal owner is Kopernik Holdings, LLC. Mr. Iben is the principal owner of Kopernik Holdings, LLC. Kopernik is organized to ensure a culture of client success. In an effort to ensure alignment with our clients, our senior professionals have meaningful investment in our investment funds, most employees have some investment in our funds, we are 100% employee-owned (through Kopernik Holdings, LLC), most of our employees have an ownership stake, and all employees are eligible to participate in the success of Kopernik. As of June 30, 2026, Kopernik managed over $9.70 billion in regulatory assets under management. In addition to the regulatory assets under management listed above, Kopernik advised an additional $206.87 million in advisory only services assets (please refer to Item 4.B. for a description of advisory only services). B. Description of Advisory Services Kopernik implements its global investment strategies through an active, fundamentals-based, valueoriented process. Kopernik’s investment discipline seeks to identify potential investments that trade at significant discounts to their intrinsic value (as determined by Kopernik’s analysis). For investment strategies that permit short positions, Kopernik will short securities of companies that Kopernik believes are overvalued by the market, with an emphasis on securities selling at significant premiums to their intrinsic values (as determined by Kopernik’s analysis). Kopernik typically invests in equity securities, with large, mid- or small capitalizations, but may invest in other securities such as bonds, commodities, currencies, derivatives and other financial instruments. Kopernik invests in securities issued by companies domiciled in developed markets as well as emerging and frontier markets. For additional information regarding Kopernik’s investment strategies, please refer to Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss. Kopernik provides investment advisory services to three main types of clients: (i) registered investment companies, (ii) institutional asset management clients: separately managed accounts, unregistered investment companies, a bank collective investment trust, and other collective investment vehicles,

and (iii) other advisors (on a sub-advisory basis). Kopernik offers separately managed accounts to pension plans, charitable organizations, educational institutions, high net worth individuals, trusts, estates, corporations and other business entities, banks and thrift institutions, insurance companies, foreign sovereigns and domestic governmental entities. For additional information regarding Kopernik’s clients, please refer to Item 7 - Types of Clients. Kopernik’s investment decisions and advice with respect to each investment vehicle (“Fund”) or account it manages are subject to that Fund’s or account’s investment objectives and guidelines, as set forth in its offering documents or investment management agreement. Services for Registered Investment Companies Subject to the supervision of each client’s board of directors or trustees, Kopernik provides management and certain related administrative services necessary for the operation of registered investment company clients, including Kopernik Global All-Cap Fund and Kopernik International Fund. Kopernik’s responsibilities include, without limitation, investment advisory services, research services, recommending and placing of orders for the purchase and sale of securities for registered investment company client portfolios (based on the investment objectives and guidelines of each client), working with custodians, transfer and pricing agents, accountants, auditors, underwriters and other persons, and furnishing reports, evaluations and analysis on a variety of subjects. Institutional Asset Management Services Kopernik provides asset management and related services to the institutional market. Kopernik manages separately managed accounts for institutional investors, unregistered investment funds and other collective investment vehicles. The strategies, policies, and procedures governing these accounts and collective investment vehicles are generally similar, but not necessarily identical, to those of Kopernik’s registered investment company clients. Kopernik currently provides investment advisory services to a number of privately-offered unregistered investment funds (collectively, the “Kopernik Private Funds”). Securities of the Kopernik Private Funds are offered to eligible investors exclusively on a private placement basis. The Kopernik Private Funds include the following open-end funds: Kopernik Global All-Cap Fund, LP and Kopernik Global Unconstrained Fund, LP, which are both Delaware limited partnerships, and Kopernik Global All-Cap Offshore Fund, Ltd. and Kopernik Global Unconstrained Offshore Fund, Ltd., which are Cayman Islands exempted companies. Kopernik Global All-Cap Fund, LP and Kopernik Global AllCap Offshore Fund, Ltd. invest in Kopernik Global All-Cap Master Fund, LP. Similarly, Kopernik Global Unconstrained Fund, LP and Kopernik Global Unconstrained Offshore Fund, Ltd. invest in Kopernik Global Unconstrained Master Fund, LP. In addition, Kopernik advises the Kopernik Global Long-Term Opportunities Fund, LP, which is organized as a Guernsey limited partnership and

Kopernik Global Long-Term Opportunities Fund, Limited, a Guernsey Non-Cellular Company, which invests in Kopernik Global Long-Term Opportunities Fund, LP. Kopernik provides investment advisory services to funds in the Kopernik Global Collective Investment Trust (collectively, the “CITs”) including the Kopernik Global All-Cap CIT and Kopernik International CIT, which are available only to certain eligible plans and exempt from registration under the Investment Company Act of 1940. The portfolios are offered by SEI Trust Company, the trustee, based on investment advice of Kopernik, the trust investment adviser. Sub-Advisory Services Kopernik provides sub-advisory services to other investment advisers, which may include those located outside the United States and those with large sub-advisory fund platforms. The strategies and policies and procedures governing these mandates are currently similar to those of Kopernik’s Global All-Cap Strategy. Kopernik also acts as sub-adviser to Kopernik Global All-Cap Equity Fund (the “UCITS”), a sub-fund (portfolio) of Heptagon Fund ICAV, which is an investment company operating pursuant to the European Union’s UCITS (Undertakings for Collective Investment in Transferable Securities) Regulations. Advisory Only Services Kopernik provides advisory only services whereby Kopernik delivers, to a third-party, model investment portfolios where Kopernik provides a list of recommended investments and weightings for consideration by the client. Kopernik is not responsible for arranging or effecting the purchase or sale of the recommended investments and model weightings, nor does Kopernik control the implementation of investment decisions. C. Availability of Customized Services for Clients For separately managed accounts, Kopernik tailors its investment advisory services to the specific needs of clients. A client may select an investment strategy with existing, standard investment guidelines and request reasonable restrictions on the management of its account. If Kopernik agrees to those restrictions, it will manage the account in accordance with the revised investment guidelines. Kopernik will not be able to accommodate proposed investment restrictions that are onerous or incompatible with Kopernik’s standard investment strategies and investment philosophy, and Kopernik may decline to accept or terminate client accounts with such restrictions. D. Wrap Fee Programs Not Applicable. Kopernik does not participate in any wrap fee programs.

A. Advisory Fees and Compensation The specific manner in which Kopernik charges advisory fees for client portfolios is set out in a client’s written investment management agreement with Kopernik. A discussion of the standard fees paid to Kopernik for investment advisory services to mutual funds, separate accounts, the Kopernik Private Funds, the CITs, and the UCITS is set out below. Registered Investment Company Fees Registered investment company fees are separately determined between Kopernik and the board of directors or trustees of a fund. These fees are based on a percentage of assets under management. Kopernik may agree, either on a voluntary basis or by contract, to waive a portion of its investment management fee, such as to limit overall Fund expenses to set levels. Registered investment company fees, and the terms of any waiver, are disclosed in the applicable Fund prospectus. Kopernik currently assesses annual management fees of approximately 90 basis points for its registered investment company clients, Kopernik Global All-Cap Fund and Kopernik International Fund. Kopernik has agreed to reduce its fees and/or reimburse expenses in order to keep the Total Annual Fund Operating Expenses from exceeding certain levels, as contractually agreed upon by Kopernik. Investment management agreements between Kopernik and registered investment company clients may be terminated at any time on specified notice, without the payment of any penalty, by the board of directors or trustees of the investment company. The agreements automatically terminate in the event of their assignment. Separate Account Fees The standard fee schedules charged by Kopernik for separate accounts are based on a percentage of the quarterly or average monthly net assets of each account and vary by strategy and mandate. The minimum account size for a separately managed account is generally not less than $25 million. Standard fees shown below may be replaced with a different base fee and may add a performance fee. Performance-based fees create an incentive to favor those accounts over non-performance fee accounts. See Item 6 – Performance-Based Fees and Side-By-Side Management for additional information on how Kopernik seeks to address this potential conflict. Generally, fees for separately managed accounts are billed quarterly, but the exact timing of billing and payment for separately managed accounts is negotiable.

Strategy of Account

Management Fee*

Investment Minimum*

Global All-Cap

25 bps, subject to a performance fee $25 million which may include a lock-up period; or First $50 million 80 bps Next $100 million 75 bps Next $100 million 70 bps Next $100 million 65 bps Over $350 million 60 bps with no performance fee.

Global Unconstrained

25 bps, subject to a performance fee $25 million which may include a lock-up period.

Global Long-Term Opportunities

50 bps, subject to a performance fee which includes a lock-up period

International

25 bps, subject to a performance fee $25 million which may include a lock-up period; or

$50 million

First $50 million 80 bps Next $100 million 75 bps Next $100 million 70 bps Next $100 million 65 bps Over $350 million 60 bps with no performance fee. Global Opportunities

25 bps, subject to a performance fee $25 million which may include a lock-up period; or First $50 million 80 bps Next $100 million 75 bps Next $100 million 70 bps Next $100 million 65 bps Over $350 million 60 bps with no performance fee.

* Subject to Kopernik’s discretion. Kopernik offers no assurance that any particular fee, or other terms, will be the same for all clients or investors. Global All-Cap has soft closed to new investors effective April 30, 2026. Private Fund Fees Kopernik acts as an investment adviser to the Kopernik Private Funds and deducts fees for its services from each Fund’s assets at a disclosed rate. Fees for such services are summarized below and are set

forth in more detail in the applicable private placement memorandum. Fees and compensation paid to Kopernik or its affiliates by these funds are deducted from the assets of the applicable Fund. With certain exceptions, such as for partial periods, management fees for the Kopernik Private Funds are deducted on a monthly basis and paid to the Adviser quarterly. Incentive compensation, if any, is accrued monthly, and crystallizes and is paid annually, or upon withdrawal. Unregistered investment funds may have higher expenses than large separate accounts because the funds have certain administrative and fund expenses, and expense levels involve other considerations such as structuring, regulatory reporting, and external costs, that do not necessarily exist for separate accounts. However, specific expenses may be affected by the nature of the separate account or Fund, risks to the advisory firm, and strategic or other commercial considerations. Unregistered investment funds each have their own investment guidelines, as described in their offering materials, have periodic or otherwise limited opportunities for admissions and withdrawals, and will typically have minimum investment levels of at least $1 million, which may be waived in Kopernik’s discretion. Kopernik has created several “feeder” funds, whose primary purpose is to invest in a “master” investment fund. Investors in each feeder fund pay the expenses associated with maintaining both the feeder fund and, indirectly, a portion of the expenses associated with the master fund, as set forth in the private placement memorandum or other relevant offering document and/or applicable governing or operating agreement. Strategy of Private Fund

Annual Management Fee*

Investment Minimum**

Global All-Cap#

25 bps, based on the class of interests, subject to a performance fee which may include a lock-up period; or

$1 million

First $50 million 75 bps Next $100 million 70 bps Next $100 million 65 bps Over $250 million 60 bps with no performance fee. Global Unconstrained

25 bps, based on the class of interests, subject to a performance fee which may include a lock-up period.

$1 million

Global Long-Term Opportunities##

50 bps, subject to a performance fee which includes a lock-up period

$1 million

* Subject to Kopernik’s discretion. Kopernik offers no assurance that any particular fee, or other terms, will be the same for all clients or investors. ** Investment Minimums may be waived in Kopernik’s discretion.

# ##

Global All-Cap has soft closed to new investors effective April 30, 2026. Global Long-Term Opportunities is not accepting new investments effective December 31, 2025.

Management and performance fees, and lock-up provisions for certain classes of interests, are described in more detail in the applicable private placement memorandum for a Fund. The management fee and performance fee applicable to a particular investor is subject to Kopernik’s discretion, and the funds may offer additional classes of the funds or additional newly-formed funds that offer different fee rates and other terms. Additionally, Kopernik may choose to waive all or a portion of a Kopernik Private Fund’s fees at its sole discretion. Kopernik Collective Investment Trust A Trustee Fee for each Kopernik CIT is disclosed in the trust’s offering documents for the relevant share class and comprises (i) the normal operating fees and expenses of the Kopernik CIT; (ii) compensation to the Trustee (SEI Trust Company) for the fiduciary services provided by the Trustee; and (iii) compensation to Kopernik for the investment advisory and administrative services provided by Kopernik to the CIT. Generally, the Trustee Fee for the CIT is currently between 95 and 90 basis points of assets under management, depending upon the particular share class. Kopernik receives a portion of the Trustee Fee for the investment advisory and administrative service provided by Kopernik to the CIT. Sub-Advisory Fees Sub-advisory fees or fees otherwise payable to Kopernik by another investment adviser are generally determined between Kopernik and the investment adviser of the account for which Kopernik will serve as sub-adviser. These fees are based on a percentage of assets under management and may also include a performance-based fee. Kopernik expects sub-advisory fees to be similar to those of separately managed accounts, but they can be higher or lower for various reasons such as an increase or decrease in administrative burdens, size of asset base, any effect on investment processes, or strategic or other commercial considerations of both Kopernik and the other investment adviser. Negotiated Fees From time to time, Kopernik enters into fee arrangements that, in light of a particular investor’s special circumstances or other factors, can result in fee schedules that differ from the standard fee schedules described above. Such circumstances may include, without limitation, a pre-existing relationship; service levels; special investment guidelines; Kopernik’s level of assets at time of investment; whether a new account is expected to grow rapidly; the number of different accounts and total assets under management for that client (and its affiliates); and other circumstances or factors that Kopernik deems relevant. Kopernik may choose to waive all or a portion of a client’s fees, including the fees of a

Kopernik Private Fund, at its sole discretion. Additionally, accounts of Kopernik employees and affiliates are generally managed without a management or performance fee. Securities Valuation Kopernik’s fee is calculated based upon the value of a client’s portfolio. Kopernik has the ability to recommend the value of securities and other financial instruments (“Securities”) that are difficult to price, and in such cases has an incentive to select the highest potential price for those securities, although a lower price might also be reasonable. To mitigate that potential conflict, Kopernik maintains a Valuation Committee responsible for overseeing the valuation process, including the valuation services provided by SEI Global Services, Inc. These services may include, but are not limited to, obtaining prices for positions in Client Portfolios, fair valuations, performance, and/or NAV calculation for Kopernik Client Portfolios. If the Valuation Committee determines that there is no market value for a Security, or that the market value does not accurately represent fair value for the Security, then the Valuation Committee must follow specific steps and procedures to calculate the fair value of the Security which may include inputs and methodologies provided by, among others, thirdparty independent pricing agents, independent broker dealers and or Kopernik’s own personnel (including investment personnel). B. Clients’ Fees and Expenses Beyond Management Fees Clients, rather than Kopernik, bear transaction costs related to buying and selling Securities. In addition, clients incur certain other charges such as charges imposed by custodians, brokers (including brokerage commissions, dealer markups and other expenses incurred in the acquisition or disposition of Securities), distributors, and other third parties such as for custodial fees, bank service fees, clearing and settlement charges, withholding and transfer fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, other fees and taxes on brokerage accounts and Securities transactions, and professional fees and expenses (including, without limitation, expenses of legal counsel, accountants, consultants and experts) relating to Securities. Funds may bear other expenses, typically disclosed in the applicable offering documents. Accounts that permit use of margin or short sales of Securities or other borrowing will incur interest on margin accounts and other indebtedness; costs, including interest expense and commitment fees, connected to selling Securities short; and borrowing charges on Securities sold short. When a fund or account invests in other investment companies and pooled vehicles such as mutual funds and exchange traded funds, the fund or account bears a proportionate share of expenses charged by the investment company or pooled vehicle in which it invests. The charges, fees and commissions discussed above are exclusive of and in addition to Kopernik’s management fee, and Kopernik does not receive any portion of these commissions, fees, and costs. Kopernik also will use “soft dollars” generated by client transactions to pay for brokerage (i.e. effecting securities transactions) and research products and services (i.e., advice, analysis and reports) for clients,

consistent with Kopernik’s best execution and soft dollar policy and with Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). See Item 12 – Brokerage Practices for more information on the Firm’s use of soft dollars. Investors in Kopernik funds will bear all of the expenses set forth above, plus the following additional expenses to the extent permitted under the applicable prospectus or offering documents: third-party fund administrator fees and expenses; pricing costs; fund accounting and recordkeeping expenses; acquired fund fees, legal, accounting, audit and tax preparation expenses; expenses of partnership, company or investor meetings, corporate licensing fees; organizational and offering expenses; costs of filing reports with regulatory bodies; costs of the maintenance of insurance premiums; compensation paid to sub-advisors; other similar expenses; and any extraordinary expenses (including, without limitation, extraordinary litigation expenses and extraordinary consulting expenses). Depending on the class of mutual fund shares, investors in Kopernik-managed mutual funds also pay Rule 12b-1 distribution and/or servicing fees and sales loads.

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A. Methods of Analysis and Investment Strategies Kopernik implements its investment strategies through an active, research-driven, fundamentals-based, value-oriented process. Kopernik’s investment discipline typically seeks to identify potential investments that trade at significant discounts to their intrinsic value (as determined by Kopernik’s analysis). For strategies that permit short selling, short positions will be taken in the securities of companies which, in Kopernik’s view, are overvalued by the market, with an emphasis on securities selling at significant premiums to their intrinsic values (as determined by Kopernik’s analysis). Kopernik’s security selection process is driven by bottom-up fundamental research. The selection process is distinguished by industry specialization and fundamental analysis. Each of Kopernik’s research analysts continually evaluates companies within his or her coverage universe based upon a variety of both qualitative and quantitative criteria. Quantitative measures include price-to-earnings, price-to-book value, price-to-sales, price-to-net-present value, price-to-free cash flow, expectations of sustainable dividend payout, and price-to-liquidation/replacement value. Qualitative analysis assists the research team in producing an understanding of franchise quality, management strength, corporate strategy, barriers-to-entry, shareholder value orientation, industry supply and demand dynamics, and the company’s competitive advantage versus its peers operating in the same industry. Kopernik also integrates Environmental, Social and Governance (“ESG”) principles consistent with our overall investment approach (see Environmental, Social and Governance section below for further details). In addition, prior to investing in a company, Kopernik considers how liquid the Security is, both in the local market and in the U.S. if that company has an American or Global Depositary Receipt. Kopernik’s research process involves analyzing corporate filings (including annual reports, prospectuses, and other SEC or non-U.S. governmental or stock exchange filings), performing company visits, and speaking with various levels of company management, suppliers, competitors, customers and others to better understand the investment opportunities. Analysts attend conferences regularly and also utilize sell-side research information and analysis, including expert networks, on a limited basis. Kopernik regularly monitors newspapers, magazines, industry and trade journals, and other publications. Kopernik’s investment approach is highly collaborative. Investment professionals generally meet each business day as a team, or in smaller teams, to vet ideas and discuss portfolio holdings. During these meetings, analysts propose new investment ideas, present in-depth analysis on companies and industries, provide updates on existing portfolio holdings, and recommend appropriate investment ideas. Kopernik’s investment meetings elicit group input and rigorous debate and help ensure a consistent due-diligence process in selecting Securities.

Strategies Kopernik provides the following investment strategies in separately managed accounts and as investment adviser to collective investment funds, including, but not limited to, private funds, mutual funds, CITs, and UCITS, subject to each fund’s investment guidelines and restrictions. Strategy

Description

Global All-Cap

The Global All-Cap strategy seeks capital appreciation by investing in companies located throughout the world, including emerging and frontier markets, which Kopernik believes are trading at a significant discount to risk-adjusted intrinsic value.

Global Unconstrained

The Global Unconstrained strategy seeks absolute returns by taking long and short positions in companies located throughout the world, including emerging and frontier markets. Long positions are believed to be trading at a significant discount to risk-adjusted intrinsic value. Short positions are believed to be trading at a significant premium to risk-adjusted value. This strategy may also use margin.

Global Long-Term Opportunities

Global Long-Term Opportunities, a global crossover strategy, seeks long-term positive real returns by investing in companies located throughout the world, including emerging and frontier markets, which Kopernik believes are trading at a significant discount to their risk-adjusted intrinsic values. In conjunction with its public equity investments, the strategy also invests in real assets including, but not limited to, commodities, natural resources, and streams and/or royalties. This includes low liquidity securities which may consist of smaller capitalization companies, non-publicly traded companies, and companies that have a smaller percentage of total common shares outstanding that are freely traded (or “free float”).

International

The International strategy seeks long-term capital appreciation by investing in mid- to large-cap equities across developed, emerging, and frontier markets (domiciled outside of the U.S.) which Kopernik believes are trading at significant discounts to their riskadjusted intrinsic values. The strategy may invest up to 15% of its assets in U.S. domiciled businesses that have significant business activities outside the United States, as determined by Kopernik. Generally, the strategy does not invest in issuers with market capitalizations below $2 billion, as measured at time of purchase. The Global Opportunities strategy seeks capital appreciation by investing in small / mid- to large-cap equities across the world including emerging and frontier markets, which Kopernik believes

Global Opportunities

are trading at a significant discount to their risk-adjusted intrinsic values. Generally, the strategy does not invest in issuers with market capitalization below $3 billion, as measured at time of purchase. None of the foregoing investment strategies is designed or anticipated to track the performance of any specific benchmark. Additional Information Concerning Kopernik Strategies Each of the above strategies may invest in a variety of Securities. Each strategy may invest in common and preferred stocks, convertible securities, rights and warrants received in connection with securities held in the portfolio, debt secured by mortgages or other assets, debt securities issued by foreign and supranational issuers, debt secured by loans and other fixed income securities, real estate investment trusts (“REITs”), ETFs, swap agreements, options, forward contracts, structured notes and other financial instruments. Debt may be rated below investment grade (i.e., high yield). Securities of companies with all market capitalizations may be included in the portfolio (subject to strategy guidelines), including small-to-mid capitalization companies. Some of these securities could give rise to unrelated business taxable income from time to time. Potential investors should consult their tax advisors regarding the tax implications of such investments. Subject to applicable investment guidelines, a portion of a strategy’s assets will be invested in nondollar denominated securities of non-U.S. issuers and in dollar-denominated equity securities of nonU.S. issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank. Strategies may also invest in warrants and securities convertible or exchangeable for equity securities such as convertible bonds. Again, subject to applicable guidelines, each strategy may use derivatives, specifically options, index options, interest rate caps, collars, futures contracts, options on futures contracts, and forward non-U.S. currency exchange contracts. In addition, strategies may invest in derivatives such as swaps, including interest rate swaps, total return swaps, swaptions, credit default swaps and non-U.S. currency swaps, as well as other derivatives, such as participatory notes and equity-linked securities. Strategies may write (sell) call options or buy put options on an index, or on some or all of the stocks or other securities they invest in, as well as using call spreads or other types of options. A strategy may invest in stock index futures contracts, options on stock indices, and options on stock index futures. In addition, forward contracts may be used. Investments in these types of investments are not suitable for all investors as they are speculative and carry a high degree of risk. Subject to and depending upon applicable investment guidelines, each strategy may also invest, if eligible, in Rule 144A Securities, Regulation S (Reg S) Securities, private placements, or other Securities that lack liquidity or a readily assessable market value. Each strategy may hold Securities that become illiquid after purchase due to market or other conditions. Private placements pose greater

liquidity risks than publicly traded securities. Mutual funds and UCITS managed or sub-advised by Kopernik are subject to specific statutory or regulatory limitations on illiquid Securities and Kopernik will abide by those stricter liquidity requirements. Although the open-end Kopernik Private Funds are not subject to any specific restrictions on the amount of assets that they may invest in illiquid Securities, Kopernik will selectively invest in such Securities and considers the liquidity of a Security in weighing the risks against the potential for profit presented by a particular investment opportunity for those Funds. In closed-end funds and separate accounts managed by Kopernik, Kopernik may invest a larger portion of client assets in illiquid Securities, subject to applicable investment guidelines. The Global Unconstrained Strategy may use leverage to take advantage of market opportunities. The use of leverage increases buying power. The strategy may borrow money from banks or brokerage firms, purchase securities on margin, as well as finance positions and lend funds through repurchase and reverse repurchase agreements. Kopernik’s strategies emphasize active management of a portfolio in order to take advantage of opportunities in the financial markets. As a result, turnover and brokerage commission expenses may exceed those of other portfolios of comparable size. Cash balances in Kopernik portfolios are a residual of the investment process. Kopernik may invest in longer-term debt instruments. The strategies may invest their excess funds in short-term investments, including U.S. or other Government securities, money market funds, commercial paper, certificates of deposit and bankers’ acceptances. Environmental, Social, and Governance (ESG) Practices Kopernik takes an active approach to addressing corporate governance and fulfilling its fiduciary duties. Rather than passively avoiding certain companies, we prefer to engage companies, where possible, to promote positive change in their treatment of Environmental, Social, and Governance (ESG) issues. We do not do this for altruistic reasons; rather, we believe such practices manage risk and increase shareholder value over the long term. As stewards of capital, we look to invest in companies that can deliver favorable risk-adjusted returns on a sustainable basis. Our investments must meet our stringent value-oriented investment guidelines. It is our belief that sound ESG practices are important in maintaining and growing the intrinsic value of the underlying business. Our philosophy on corporate sustainability and ESG practices is consistent with our overall investment approach, stemming from the conviction that the companies in which we invest should act ethically and in the best interest of all corporate stakeholders across the value chain, including the following: employees, customers, suppliers, the environment, community members, the government, and shareholders. It seems intuitive that companies that practice these values are more

likely to attract and retain top-notch employees, loyal and satisfied customers, and welcoming communities. They are less likely to encounter opposition and appropriations. In 2018, Kopernik signed on to the United Nations-supported Principles for Responsible Investment (PRI), a leading global network for investors who are committed to integrating ESG considerations into their investment practices and ownership policies. We believe in their goal of increasing transparency and specifically requesting that companies maintain publicly available reporting on ESG policies.

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Kopernik provides investment advisory services to mutual funds, private investment funds, UCITS, CITs, or other collective investment vehicles, and various other separately managed accounts, as described in Item 4B. It also seeks to provide similar services to a wide variety of separate account clients, which may include, but are not limited to, pension funds, charitable organizations, educational institutions, trusts, estates, high net worth individuals, business entities, banks and other financial institutions, insurance companies, and foreign sovereign and domestic governmental entities. In addition, Kopernik may provide advisory or sub-advisory services to additional unaffiliated open-end or closed-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), collective investment trusts, separate accounts, and foreign collective investment funds, including, but not limited to, other UCITS funds.

Some Kopernik clients pay investment management fees based on assets under management, without a performance-based component. Other clients pay investment management fees to Kopernik with performance-based fees that vary or are calculated differently among clients. As a result, Kopernik and its affiliates have an incentive to allocate limited investment opportunities, such as newly issued public equities or certain scarce non-U.S. Securities, to the clients from whom the greatest performance-based fees can be earned, rather than to clients who do not pay performance fees. Kopernik has an investment allocation policy that addresses this conflict of interest and is described in Item 11 - Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading. To further ensure consistency among accounts, Kopernik generally prohibits its portfolio managers from simultaneously holding a long position in one account and holding the same Security short in another account with the same investment objective or strategy. Contrary positions may be permitted in circumstances where a client has instructed the investment adviser to hold a legacy position (e.g., a Security with a low-cost basis) or otherwise with approval, which may be granted on an ongoing basis. Accounts with different objectives or employing different strategies can result in different investment decisions based on the individual needs of the relevant client account. For those client relationships that involve Kopernik providing a model investment portfolio to the client (also referred to as “Advisory Only Services”), there is no mechanism and no responsibility to ensure consistency among these Advisory Only Services clients and other Kopernik Clients for whom Kopernik has full investment discretion. The recommendations made in the model investment portfolio provided to the client generally reflect recommendations being made by Kopernik to, or investment advisory decisions made for, similarly situated discretionary clients of Kopernik. As such, it is possible that, depending on the particular circumstances surrounding an order, Kopernik discretionary clients may receive prices that are more favorable than those received by the Advisory Only Services clients. Furthermore, the timing or nature of any action taken by Kopernik with respect to Advisory Only Services may differ compared to Kopernik discretionary clients. In limited circumstances, Kopernik holds the same securities in its own proprietary corporate account as its client accounts. In this limited circumstance, Kopernik may choose to divest the security in order to manage its exposure to certain investments and may otherwise make different investment decisions and take other actions with respect to their proprietary accounts than those made for client accounts. Kopernik faces a conflict of interest as it will have income or other incentives to favor its own account.

A. Broker-Dealer Registration Status Kopernik is not registered as a broker-dealer and does not have any application pending to register with the SEC as a broker-dealer. Kopernik, at its expense, pays, currently and for the foreseeable future, ACA Foreside, an unaffiliated FINRA-registered broker-dealer, a fee for distribution related services for Kopernik Global All-Cap Fund and Kopernik International Fund, each a series of the Advisors’ Inner Circle Fund II, Kopernik Global Investors Collective Investment Trust (CIT), and certain privately placed funds managed by the Kopernik, pursuant to which certain employees of Kopernik serve as registered representatives of ACA Foreside to facilitate the marketing of such funds, provide ongoing training of representatives and review private fund advertising. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status Kopernik is not registered as, and does not have any intention to register as, a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Kopernik is currently exempt from registration as a commodity pool operator and commodity trading advisor. C. Material Relationships and Arrangements Kopernik has arrangements that are material to its advisory business or its clients with related persons who are registered or private investment companies and general partners of private funds. Kopernik acts as investment adviser to the Kopernik Global All-Cap Fund and Kopernik International Fund, each a series of the Advisors’ Inner Circle Fund II, a registered investment company. Kopernik is affiliated with the following sponsors or general partners of private funds: Kopernik Global All-Cap GP, LLC; Kopernik Global Unconstrained GP, LLC; and Kopernik Global Long-Term Opportunities GP, LLC. Kopernik advises a number of private funds that are affiliates of the Firm, including: Kopernik Global All-Cap Fund, LP; Kopernik Global All-Cap Offshore Fund, Ltd.; Kopernik Global All-Cap Master Fund, LP; Kopernik Global Unconstrained Fund, LP; Kopernik Global Unconstrained Offshore Fund, Ltd.; Kopernik Global Unconstrained Master Fund, LP; Kopernik Global Long-Term Opportunities Fund, LP; and Kopernik Global Long-Term Opportunities Fund, Limited. Kopernik and its personnel may have a financial incentive to recommend Kopernik Global All-Cap Fund, Kopernik International Fund, and Kopernik Private Funds to clients and prospective clients

irrespective of client suitability. However, Kopernik does not recommend or otherwise use its investment discretion to cause clients or prospective clients to invest in Kopernik Global All-Cap Fund, Kopernik International Fund or Kopernik Private Funds, and the same investment strategies offered by those funds are also offered in other Kopernik products and services. Potential investors in the Private Funds must also complete subscription booklets and agreements which are intended to determine whether an investment in the Private Funds is appropriate for such investors. D. Material Conflicts of Interest Relating to Other Investment Advisers Kopernik does not recommend or select other investment advisers for its clients.

A. Code of Ethics and Personal Securities Trading Kopernik has adopted a Code of Ethics (the “Code”) in recognition of its fiduciary obligations to clients and in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 of the 1940 Act. Kopernik is committed to the highest business and ethical standards; the Code includes policies, procedures, and guidance in understanding and fulfilling responsibilities to the Firm and clients. All full and part-time employees required by Rule 204A-1 or Rule 17j-1 and certain contractors of Kopernik are deemed to be “access persons” subject to the Code. The Code is designed to promote the following general principles: •

Kopernik has fiduciary obligations to clients; Kopernik and its access persons have a duty at all times to place the interests of its clients first and to avoid actual or potential conflicts of interest;

•

Access persons must comply with all applicable laws, rules, regulations, and policies;

•

Αccess persons (and certain household members) must make periodic reports of their personal securities transactions and holdings;

•

Access persons (and certain household members) must conduct their personal securities transactions in a manner that avoids an actual or potential conflict of interest or any abuse of trust and responsibility;

•

Access persons may not use knowledge about current or pending client or portfolio transactions for the purpose of personal profit;

•

Information concerning clients (including former clients) must be kept confidential, including the client’s identity, holdings, and other non-public information, except where permitted by the client.

•

Access persons may not give or receive gifts or participate in entertainment beyond the parameters set forth in the Code to avoid the appearance of favoritism or impropriety;

•

Access persons may not engage in outside business activities that create potential conflicts of interest or interfere with their work responsibilities; Access persons may not make political contributions that are prohibited by Rule 206(4)-5 of the Advisers Act; and

• •

Access persons are encouraged to report in good faith what he/she believes to be a material violation of law or policy through its whistleblower policy.

All access persons must acknowledge the terms of the Code initially upon hire and annually or when the Code is materially amended.

Clients and prospective clients may request a copy of the Code (which contains more detail on Kopernik’s specific policies and procedures) by contacting Kopernik at the address or telephone number listed on the first page of this document. Personal Trading Conflicts of Interest Kopernik faces potential conflicts of interest with respect to personal securities trading. The Code seeks to ensure that personal securities transactions, activities and interests of access persons will not interfere with (i) making decisions in the best interest of clients and (ii) implementing such decisions while, at the same time, allowing access persons to invest for their own accounts where appropriate. Access persons and their household members generally are able to invest in securities that may also be purchased or held by client accounts and must generally pre-clear all transactions involving a security covered under the Code. Clearance will not be granted if the personal transaction is in close proximity to client trading activity. In addition, access persons must generally provide duplicates of all trade confirmations, account statements and other brokerage account reports to Kopernik for review. Access persons who are securities analysts or who otherwise recommend securities for client accounts are subject to more stringent restrictions on personal trading, including preclearance approval by a CoChief Investment Officer for any proposed investment that is not on the Kopernik Approved List; longer minimum holding periods; a limit on the number of trades initiated in a one-year period; and prohibitions on trading in certain equity securities. Under the Code, certain classes of securities (e.g., mutual funds, ETFs, and money market funds) have been designated as exempt transactions, based upon a determination that these transactions would not materially interfere with clients’ best interests. Because the Code in some circumstances permits access persons to invest in or hold the same securities as clients, there is still a possibility that access persons might benefit from market activity by a client in a security held by an access person. Kopernik’s access persons can take action for their own accounts that differ from, conflict with or be adverse to advice given or action taken for clients. Potential conflicts also arise due to the fact that Kopernik and its personnel have investments in some Funds but not in others or may have different levels of investments in the various Funds. Kopernik seeks to mitigate such conflicts by requiring prior clearance of certain personal securities transactions and reviewing employees’ personal brokerage statements for potential conflicts. Employee Investments Kopernik encourages its employees to invest in the portfolios offered to clients, including portfolios that are offered through collective investment vehicles. In most cases, employees invest at a discounted advisory fee or no fee. These investments pose a risk that employees with influence over investment decisions will favor the portfolios in which they have a personal interest. Although Kopernik employees own or have a significant position or percentage interest in Kopernik-managed funds or accounts, the Code’s restrictions and prohibitions on securities transactions, such as pre-clearance, do

not apply to those funds or accounts. However, such accounts are subject to the Firm’s investment allocation policy (discussed further below), which seeks to ensure, among other things, that such funds or accounts are not unduly favored by Kopernik. Allocation of Investment Opportunities Kopernik manages investments on behalf of a number of clients. Kopernik’s investment strategies are likely to overlap and there may be not enough of a particular Security for all clients to invest in that Security. It is the policy of Kopernik to allocate investment opportunities among all clients fairly, to the extent practicable and in accordance with each client’s applicable investment strategies, over time through a systematic process of transaction aggregation and allocation. Kopernik will have no obligation to purchase or sell a Security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because Kopernik purchases or sells the same Security for, enters into a transaction on behalf of, or provides an opportunity to any other client if, in its reasonable opinion, such Security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. Each investment allocation decision is based on a number of factors. Kopernik takes into account, among other considerations, (a) whether the risk-return profile of the proposed investment is consistent with the objectives of the client, considered (i) solely in light of the specific Security under consideration or (ii) in the context of each client’s overall holdings; (b) the potential for the proposed Security to create an imbalance in a client’s portfolio; (c) liquidity needs of the clients; (d) potential tax consequences; (e) legal or regulatory restrictions; (f) client guidelines and investment objectives; (g) the need to re-size risk in a client’s portfolio; and (h) the client’s cash position, particularly when the client has a substantial amount of investable cash (e.g., during a “ramp-up” period). Such considerations can result in allocations among clients on other than a strict pro rata basis. In addition, Kopernik may allocate to client accounts that specialize in investments in a limited set of sectors, regions, industries or markets greater than their pro rata share of any investments in such sectors, regions, industries or markets. In certain circumstances, Kopernik may exclude specific accounts, including certain Kopernik Private Funds, from aggregated trades where inclusion would result in disproportionate execution costs, operational inefficiencies, or where brokerage arrangements could impair Kopernik’s ability to achieve best execution. Where trades are not included in an aggregated order, accounts may receive prices/execution that are more or less favorable than those obtained for other accounts which could affect performance returns. It is also possible that some trades will not be completed as originally directed and trades may be subject to potential adverse price movements, particularly if they follow large block trades, involve illiquid securities, or occur in volatile markets. This risk is heightened where trading may not be completed for several weeks, or at all, following the initial commencement of trading.

B. Securities in which Kopernik or a Related Person Has a Material Financial Interest. Principal Trading Policy From time-to-time Kopernik employees may invest in mutual funds or private funds or accounts managed by Kopernik. Those investments may represent all or a majority of the fund’s or account’s assets, causing the fund or account to be deemed a “principal” or proprietary account. Kopernik does not generally engage in principal trades between the Firm, or its principal accounts, on the one hand, and unaffiliated clients. In the limited circumstances when the Firm’s personnel deem it beneficial to engage in a principal transaction with a client, they will do so only in accordance with the specific notice and consent requirements set forth in Section 206(3) of the Advisers Act. Agency Cross Transactions In an agency cross trade, the investment adviser or an affiliate, as broker, crosses the transaction of an advisory client with the transaction of a brokerage client, and receives transactional compensation (i.e., in connection with a trade, the investment adviser acts as investment adviser to at least one party and acts as broker to both parties). Section 206(3) of the Advisers Act prohibits an investment adviser or any person controlling, controlled by or under common control with an investment adviser (i.e., an affiliate) to effect agency cross transactions without disclosure and client consent. However, unlike principal trades, the required disclosure and client consent may be obtained from a client in advance of a transaction and it may cover multiple transactions. The Firm does not intend to use an affiliate for brokerage or engage in agency cross transactions. The Firm would obtain prospective client consent to any agency cross transactions in conjunction with the client’s execution of an investment management agreement at the inception of the relationship, following full written disclosure concerning potential agency cross transactions. Cross Trades A “cross trade” is a pre-arranged transaction not involving a broker-dealer or brokerage commission between two or more client accounts that are managed by the same investment adviser. Kopernik would seek to ensure that the cross trade achieves best execution for any clients involved and that no client is disfavored by the cross trading. Kopernik does not generally act as intermediary in connection with cross trades, and currently expects that all trades between client accounts will be made by an unaffiliated broker-dealer. In the limited circumstances when the Firm’s personnel deem it beneficial to engage in a cross-trade between two or more client accounts, it will do so only in accordance with the Advisers Act. Underlying Portfolio Company Board Membership

A Kopernik related person serves as a director of an underlying portfolio company. In these circumstances, the related person will act as a representative of Kopernik and will seek to act in the best interests of Kopernik’s clients, consistent with his or her duties as a director of the underlying portfolio company. If irreconcilable conflicts of interest were to arise between the interests of Kopernik’s clients and the underlying portfolio company, then the related person would resign the position at the underlying company or take other appropriate action to address the conflict. However, the related persons will seek to anticipate and prevent such conflicts before they occur. Related persons acting as officers or directors of underlying portfolio companies may also come into possession of material non-public information concerning the company. Kopernik will handle such information in accordance with its Information Barrier Policy and the relevant provisions of its Code of Ethics. Any related person serving as a board member of a portfolio company will receive no compensation for services as a Board Member but may receive de minimis reimbursement for expenses related to attending board meetings.

A. Best Execution, Research, and Directed Brokerage Partial and Directed Brokerage For clients with separately managed accounts, Kopernik anticipates that clients generally will have two types of brokerage arrangements: (1) Fully discretionary brokerage accounts: the client or fund does not direct Kopernik to place transactions with any particular broker. Kopernik has full discretion in placing trades; or (2) Partially discretionary brokerage accounts: the client directs some of its trades to a particular Broker at a pre-established commission rate. While Kopernik permits clients to utilize both types of brokerage arrangements, we prefer to select the broker-dealers that will execute portfolio transactions for our clients. The Firm does not recommend, request, or require that a client direct some of its brokerage. Kopernik does not anticipate accepting non-discretionary broker accounts which are those where the client directs Kopernik to direct all of their brokerage to a particular Broker at a pre-established commission rate. Kopernik seeks to obtain “best execution,” as described below, for all client transactions for which it has brokerage discretion. Kopernik’s ability to seek best execution will be somewhat limited for partially discretionary brokerage accounts. Where a client directs some brokerage, the arrangement can cost the client more money or otherwise have less favorable results than if Kopernik had discretion as to which broker to use, because Kopernik may be unable to aggregate orders to reduce brokerage commissions, and Kopernik may be unable to achieve the most favorable execution of the client’s transactions. Mutual funds and other Funds managed by Kopernik typically provide Kopernik with full discretion to seek best execution. Best Execution Generally Kopernik seeks to obtain best execution on all client trades for which it exercises brokerage discretion through the use of select brokers, dealers, or other trading venues (collectively, “Brokers”) and by negotiating brokerage commissions and other transaction costs. Kopernik considers best execution as the combination of best net price and execution under the circumstances. In considering best execution, Kopernik takes into account not only the available prices and commission rates, but also a variety of other factors, including but not limited to, the liquidity and activity expected in the market for a particular security, the size and timing of the transaction and the difficulty of its execution, the nature of the security, a Broker’s operational and execution capacities (including its commitment of capital and its trading infrastructure), its financial responsibility and responsiveness, its ability to reduce

market impact, access to underwritten offerings, secondary markets and over-the-counter investment opportunities, the availability of bonds or stocks to borrow for short sales, the value of research services provided by a Broker which is expected to enhance Kopernik’s portfolio management capabilities, and other factors, without having to demonstrate that such factors are of direct benefit to any particular client. For example, a Broker being asked to use its own capital to complete a trade would be expected to charge a higher commission rate. Kopernik does not use any affiliated broker-dealer to execute trades on behalf of its clients. As permitted by the Section 28(e) safe harbor, Kopernik in its discretion may cause a client to pay a commission for effecting a transaction in excess of the amount or rate another Broker would have charged for effecting that transaction when Kopernik concludes in good faith that the commission paid is reasonable in relation to the quality of execution considering, also, the value of any research services or products provided by the Broker, viewed in terms of the particular transaction or Kopernik’s overall responsibilities with respect to all accounts over which Kopernik exercises discretionary authority. Such research services or products can be used for clients other than the client that generated the “soft dollars” under the safe harbor. Certain clients, for regulatory or other reasons, do not allow soft dollars for the acquisition of research or third-party research services, but may ultimately benefit from research and third-party research services acquired through soft dollars generated through other clients’ transactions. This includes arrangements in which a non-U.S. investment manager has delegated investment discretion and trading authority to Kopernik and has contractually imposed additional regulatory requirements. When purchasing or selling fixed income securities or other Securities traded on the over-the-counter market, Kopernik may purchase directly from the issuer or from a Broker engaged in making a market for such Securities. There is generally no stated commission in the case of Securities traded in the overthe counter markets, but the price generally includes an undisclosed dealer mark-up. Securities also may be purchased from underwriters at prices that include underwriting fees. Kopernik may transmit orders to Electronic Communications Networks (“ECNs”) and Alternative Trading Systems (“ATSs”) to execute purchases and sales of securities where such networks and systems are believed to provide best execution for Kopernik clients. Transactions on exchanges, commodities markets and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different Brokers. Transactions in foreign securities sometimes involve the payment of fixed brokerage commissions. Brokerage commissions in foreign developed and emerging or frontier markets may be materially higher than those in the U.S.

Brokerage and Use of Prime Broker Kopernik or its affiliates has selected one or more firms to serve as prime broker in order to hold the securities of, and/or execute transactions for, certain Kopernik Private Funds and other pooled investment vehicles for which Kopernik serves as investment manager. This selection is consistent with Kopernik’s obligation to obtain best execution of all securities transactions. In addition to custody and execution, a prime broker can provide other core functions (such as reporting, clearing, financing, and securities lending) as well as value added services (such as capital introductions, advanced research and analytics and technology services) to Kopernik and/or Kopernik Private Funds. Kopernik will choose which prime broker effects a particular transaction and/or the amount of commission paid by the Kopernik Private Funds for the trade. Kopernik may “trade away” from a prime broker for specific trades, executing trades through other brokers in an effort to gain access to greater inventory or better price or execution. “Trading away” from a prime broker can result in the Kopernik Private Funds incurring additional costs. Kopernik’s use of a prime broker for the Kopernik Private Funds, where the prime broker provides core functions and/or value-added services in addition to custody and execution, benefits Kopernik. The conflict of interest this presents is addressed by Kopernik’s policies and practices ensuring that best execution is achieved for all client account trades, as described above. Kopernik reserves the right in its sole discretion to change a Kopernik Private Fund’s prime brokerage arrangement, although notice of any such change will be provided in accordance with applicable law and regulations. Brokerage for Investment Company Sales Prohibited In accordance with Rule 12b-1(h) of the 1940 Act, Kopernik cannot consider in its best execution analysis the fact that a Broker has sold securities of an SEC-registered investment company managed by the Firm. Kopernik may not compensate a Broker for any promotion or sale of shares of an SECregistered investment company managed by the Firm by directing client transactions to the Broker or paying higher remuneration to that broker or dealer, including but not limited to any higher commission, mark-up, mark-down, or other fee (or portion thereof). In particular, commissions cannot be allocated to a Broker in return for sale of the registered investment companies managed by Kopernik, or sale of Kopernik Private Funds, for “shelf space” for the funds, for exposure of Funds to the Broker’s sales force or clients, or for any other arrangement that is designed to support or promote the Broker’s sales of Funds’ shares. Investment Research and Use of Soft Dollars Consistent with its policy of seeking best execution, Kopernik considers the research and brokerage services provided by various Brokers, including the reputation and quality of their analyses, investment ideas, and market and financial data and other information. These research and statistical services may

consist of research reports or oral advice from the Brokers regarding particular companies, industries or general economic conditions. Included also as part of these services may be informational meetings, interviews, and seminars arranged by a Broker between Kopernik analysts and brokerage analysts or executives of companies in which Kopernik clients have invested or may invest in the future. “Research services” used by Kopernik means advice, analyses, information and reports about securities that provide lawful and appropriate assistance to the investment manager in the performance of its investment decision-making responsibilities and that reflect the expression of reasoning or knowledge. “Brokerage services” means those services that relate to the execution of a trade from the point at which the investment manager communicates with the broker-dealer for the purpose of transmitting an order for execution through the point at which funds or securities are delivered or credited to the advised account. Kopernik receives and pays for research services in a variety of ways. Brokers, for example, may provide proprietary products or services directly. Kopernik may also arrange for a Broker to allocate a portion of commissions (or markups or markdowns) to a fund of commission credits maintained by the Broker (“Soft Dollars”) from which the Broker, at Kopernik’s request, pays itself for proprietary research and/or other research services from independent Brokers and other providers, including market data services (“Commission Sharing Agreements”). Commission Sharing Agreements help Kopernik select the most appropriate Broker for trade execution regardless of whether or not such Broker prepares or develops the research services used by Kopernik. In addition, Kopernik may pay directly for research services provided by firms that are not broker-dealers. Research services furnished by Brokers through whom Kopernik may effect securities transactions for a particular account can be used by Kopernik in servicing its other discretionary accounts. Kopernik does not attempt to allocate Soft Dollars to client accounts in proportion to the Soft Dollar credits generated by specific accounts. As a result, research services may not be used by or for the benefit of the client who paid the brokerage commission. Kopernik uses Soft Dollars to obtain a research or brokerage product or service which has “mixed use”, such as an Order Management System and related terminals. Where a product or service has a mixed use, and only part of the use falls within the scope of Section 28(e), Kopernik will make a reasonable allocation of the cost of the product or service according to its use. Only the percentage of the product or service that is within the scope of Section 28(e) will be paid for with Soft Dollars. Kopernik will keep all books and records concerning these mixed-use allocations. Conflicts of Interest Kopernik faces a number of potential conflicts of interest in its best execution obligations. Kopernik selects and uses Brokers that also have other business with Kopernik and its affiliates. When exercising

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A. Economic Benefits for Providing Services to Clients Subject to limitations in the Code and in the ordinary course of business, employees may receive corporate gifts, meals and entertainment from vendors, consultants, and others with whom Kopernik does business. Kopernik employees also may provide corporate gifts, meals, and entertainment subject to limitations in the Code. Gifts to or from clients shall be reasonable and customary within the financial services industry. A gift and entertainment log is maintained and subject to periodic review by the CCO. Kopernik does not receive other economic benefits from non-clients for providing investment advice or other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals Kopernik has engaged a third-party as an introducer of potential institutional clients or investors in certain Kopernik pooled investment vehicles and separately managed accounts. Kopernik may further engage unaffiliated third-party organizations including a placement agent, consultant, finder, or other solicitor, or similar person to solicit investors for certain Kopernik Private Funds. Kopernik may engage registered broker-dealers, solicitors exempt or excepted from registration who are not affiliated with Kopernik, and foreign brokers or placement agents that have clients or contacts that wish to invest in Kopernik products or strategies. Kopernik’s solicitation arrangements will comply with Rule 206(4)-1 of the Advisers Act. Generally, the referral fee will be based on a percentage of the investment advisory fees earned on assets invested with Kopernik at the start or over a few years of the new client’s or investor’s relationship. Clients do not pay higher fees to Kopernik as a result of any solicitation agreements. Some clients and prospective clients may use investment consultants to evaluate and recommend investment advisers. Kopernik also may pay fees to consultants for advice and services, industry information, or conference attendance. A conflict could arise if the consultant recommended Kopernik’s services based upon such payments or the amount of services purchased. Kopernik and its employees are permitted to send corporate gifts or pay for meals and entertainment for individuals of firms that do business with Kopernik, including firms that refer clients to Kopernik, subject to limitations in the Code.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Kopernik’s advisory business or the integrity of Kopernik’s management.

A. Frequency and Nature of Review of Client Accounts or Financial Plans The portfolio management team for a particular investment strategy is responsible for the daily management and monitoring of client accounts. Depending upon the frequency of trading activity, dispersion among client account holdings is reviewed periodically, but no less than monthly. Client specific investment guidelines are monitored on an ongoing basis by Compliance and the portfolio management team to ensure adherence to client, regulatory and internal guidelines. New trade orders for accounts are instructed by the portfolio management team and created in the Order Management System (“OMS”) by the Portfolio Control Team before being routed through the OMS Compliance module. Any potential compliance exceptions identified by the OMS Compliance module will trigger a review of the trade by the Compliance team. When all compliance checks are complete, the trade is then electronically routed to the Kopernik trading desk for execution. B. Factors Prompting Review of Client Accounts Other than a Periodic Review A review of a client account may be triggered by unusual activity in the account, contributions to or distributions from an account, changes in guidelines or account objectives agreed by Kopernik, or other special circumstances. Client accounts will be reviewed periodically to ensure compliance with the appropriate list of guidelines, restrictions, and investment parameters. For separately managed accounts, Kopernik may undertake reviews as a result of a client’s request. Such reviews can address investment performance, investment objectives, Securities positions and other investment opportunities. C. Content and Frequency of Account Reports to Clients Registered investment companies and other funds advised or sub-advised by Kopernik will receive reports at least quarterly, or as negotiated. Investors in the Kopernik Global All-Cap Fund, LP or Kopernik Global All-Cap Offshore Fund, Ltd. receive investment performance commentary by Kopernik on a monthly basis, while investors in Kopernik Global Unconstrained Fund, LP; Kopernik Global Unconstrained Offshore Fund, Ltd.; Kopernik Global Long-Term Opportunities Fund, Ltd.; and Kopernik Global Long-Term Opportunities Fund, LP receive investment performance commentary periodically. Kopernik Private Fund investors also receive individual statements indicating the current value and performance of their investment in each respective Private Fund on a monthly basis. Clients in separately managed accounts receive a quarterly investment statement and may receive written commentaries regarding investment performance. The Firm’s policy is to not disclose mutual fund portfolio holdings until at least 30 days have passed since the date the portfolio holdings were determined. With respect to Kopernik Private Fund or CIT portfolio holdings, the Firm’s policy is not to disclose portfolio holdings until 10 business days after month-end. Kopernik will disclose portfolio holdings to the client or to third-party vendors with a legitimate business need for

such information. Kopernik may provide certain clients or investors with additional information, such as transaction summaries, gain/loss reports or commission reports, if agreed to by Kopernik. Kopernik expects to provide annual audited financial statements to investors in Kopernik Private Funds within 120 days of the applicable fund’s fiscal year end.

Registered Investment Companies All registered investment company assets are held with bank or broker-dealer custodians. Private Funds Kopernik may be deemed to have “custody” of client funds and Securities invested in the private funds managed by the Firm under the Custody Rule. Kopernik, however, is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each private fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Private Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and that each Private Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. Account Statements Clients in separate accounts will receive account statements from Kopernik (or an independent service provider hired by Kopernik) at least quarterly. Kopernik utilizes SEI Global Services, Inc. to provide all middle- and back-office functions. Separate account clients with a Qualified Custodian may also receive account statements from the qualified custodian and should carefully review those statements. Kopernik statements are not intended to replace the statements from the client’s Qualified Custodian. Clients are urged to compare the information contained in Kopernik account statement with the information reflected on the statements sent by Qualified Custodians. Clients should notify their Qualified Custodian promptly if they do not receive an account statement on at least a quarterly basis.

Discretion Generally. Kopernik acts with full discretion to buy and sell Securities for its clients, subject to certain limits that vary by client type. For registered investment company clients, Kopernik’s authority is subject to investment guidelines as well as regulatory constraints. Such investment limitations are set forth in the client’s registration statement filed with the SEC. Kopernik’s discretion may also be limited by certain federal securities and tax laws. For institutional separately managed accounts, Kopernik also accepts discretionary authority on behalf of clients. Kopernik accepts discretionary authority pursuant to an investment management (or similar) agreement with each client. Kopernik’s discretionary authority is limited by investment guidelines agreed with each client. A client may select an investment strategy with existing, standard investment guidelines and request reasonable restrictions on the management of its account. If Kopernik agrees to those restrictions, it will manage the account in accordance with the agreed upon, revised investment guidelines. Kopernik will not be able to accommodate proposed investment restrictions that are onerous or incompatible with Kopernik’s standard investment strategies and investment philosophy, and Kopernik may decline to accept or terminate client accounts with such restrictions. Kopernik generally also has full discretion concerning the timing of investing a client’s assets at the start of managing a client account and receipt of additional contributions to an account. Kopernik also serves as the investment manager for several private funds with broad discretionary authority. Kopernik’s investment decisions and advice with respect to each fund are subject to each fund’s investment objectives and guidelines, as set forth in its private placement offering memorandum. Kopernik entered into an investment management agreement, or similar agreement, with each fund, pursuant to which Kopernik or an affiliate of Kopernik was granted discretionary trading authority, subject to the limitations contained in that agreement and the offering memorandum. For the Collective Investment Trusts, Kopernik’s authority is subject to investment guidelines and the Trustee who maintains ultimate fiduciary authority over the management of, and the investment made, in the funds. For Advisory Only clients, Kopernik does not make actual decisions to purchase, hold or sell assets of the client account and is not authorized to place discretionary orders for the execution of securities or other transactions for or on behalf of such client account. Claims on Behalf of Clients. Kopernik’s acceptance of investment discretion does not normally extend to litigation and legal proceedings. Accordingly, the Firm will not initiate lawsuits on behalf of clients. For class actions, clients should arrange for their custodian to prepare and file proofs of claim.

Kopernik will provide reasonable assistance in the preparation of any proof of claim for client accounts but shall not provide any legal advice in connection with class actions. Similarly, Kopernik will not be expected or required to take any action with respect to bankruptcy actions involving securities presently or formerly held in client accounts.

Kopernik Mutual Funds, Kopernik Private Funds, Kopernik CITs, and certain of Kopernik’s institutional separate account clients delegate proxy voting authority to Kopernik. Where Kopernik accepts that authority, Kopernik seeks to vote proxies in respect of securities owned by or on behalf of a client in the client’s best interests and without regard to the interests of Kopernik or any other client of Kopernik. Kopernik maintains a Proxy Voting Committee. Unless the Proxy Voting Committee affirmatively determines not to do so, the Committee causes proxies to be voted in accordance with the recommendations or guidelines of an independent third-party proxy advisor selected by Kopernik. Kopernik has adopted the guidelines of and will generally vote in accordance with the recommendations of Institutional Shareholder Services, Inc. (“ISS”) with certain exceptions, as noted in Kopernik’s Proxy Voting Policies and Procedures. In some cases, Kopernik may agree generally to vote proxies for a particular client account in accordance with the third-party recommendations or guidelines selected by the client. In general, unless otherwise restricted, Kopernik reserves the right to override the applicable third-party recommendations or guidelines in any situation where it believes that following such recommendations or guidelines is not in its clients’ best interests. If a material conflict of interest has been identified and the matter is covered by the applicable recommendation or guidelines, the Proxy Voting Committee will cause proxies to be voted in accordance with the applicable recommendation or guidelines. If a material conflict of interest has been identified and the matter is not covered by the applicable recommendation or guidelines, Kopernik may either vote in accordance with the recommendation of an alternative independent third-party (who may be a proxy advisor) or disclose the conflict to the client, obtain the client’s consent to vote, and make the proxy voting determination itself. Kopernik may decide not to vote proxies in respect of securities of any issuer if it determines it would be in its clients’ overall best interests not to vote. Such determination may apply in respect of all client holdings of securities or only certain specified clients, as Kopernik deems appropriate under the circumstances. Kopernik may also decline to vote proxies where the voting would in Kopernik’s judgment result in some other financial, legal, regulatory disability or burden to Kopernik or the client (such as imputing control with respect to the issuer). If Kopernik receives proxies for securities that are transferred into a client’s portfolio that were not recommended or selected by Kopernik and are sold or expected to be sold promptly in an orderly manner (“legacy securities”), Kopernik will generally refrain from voting such proxies. Since legacy securities are expected to be sold promptly, voting proxies on such securities would not further

Kopernik’s interest in maximizing the value of client investments. Kopernik may consider an institutional client’s special request to vote a legacy security proxy, and if agreed will vote such proxy in accordance with the guidelines herein. Kopernik does not offer a securities lending service. However, Kopernik clients may enter into securities lending arrangements with custodians or other third-party agent lenders. Kopernik will not be able to vote securities that are on loan under these types of arrangements. However, under rare circumstances, for voting issues that may have a significant impact on the investment, Kopernik may ask clients to recall securities that are on loan if it believes that the benefit of voting outweighs the costs and lost revenue to the client or fund and the administrative burden of retrieving the securities. A copy of Kopernik’s Proxy Voting Policies and Procedures, as amended from time to time, and information on how Kopernik voted a client’s securities is available to clients upon written request. Clients seeking this information should contact Kopernik Global Investors, LLC, Attn: Administration, 2502 N. Rocky Point Drive, Suite 300, Tampa, Florida 33607.

Kopernik is not required to include a balance sheet for its most recent fiscal year. The Firm is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.

PRIVACY POLICY NOTICE Kopernik Global Investors, LLC (“Kopernik”) and its affiliated funds (collectively, “we”) consider your privacy our highest concern. Kopernik takes the privacy of its clients, former clients, and prospective clients (collectively, “clients”) seriously and considers protecting that privacy of the utmost importance. In order to provide you with individualized service, we collect certain non-public personal information about you from information you provide on applications or other forms and information about your account transactions with us. This privacy policy lists the non-public personal information Kopernik may collect and describes the policies we apply to storing and disclosing that non-public personal information. INFORMATION WE COLLECT We collect the following information from our clients (if applicable): name, address, telephone number, e-mail address, birth date, driver’s license number, social security number, tax identification number, signature, or bank account information. We also collect information such as e-mail address, phone number, address, job title, and company information from non-clients through inquiries by mail, e-mail, telephone, or through the Kopernik subscription form found on Kopernik’s website. INFORMATION WE DISCLOSE We do not disclose any non-public personal information about you to anyone, except as permitted by law. Specifically, so that we may continue to offer you products and services that best meet your investing needs, and to effect transactions that you request or authorize, we disclose the information we collect, as described above, to companies that perform administrative or marketing services on our behalf, such as transfer agents, or printers and mailers that assist us in the distribution of investor materials. With respect to individuals that subscribe to receive emails containing Kopernik commentary and materials, non-public personal information including the individual’s name, email address, physical address, telephone number, job title, and company will be shared with companies hired to assist with the distribution of the material you have requested to receive. These companies will use this information only for the services for which we hired them and are not permitted to use or share this information with anyone for any other purpose. Furthermore, Kopernik will disclose non-public personal information in circumstances where Kopernik believes in good faith that a disclosure is required under applicable law, to cooperate with regulators, or to cooperate with law enforcement authorities. If you would like to opt out of Kopernik’s disclosure of non-public personal information, you may send an email to legal@kopernikglobal.com. HOW WE SAFEGUARD YOUR INFORMATION If you decide at some point either to close your account(s) or to become an inactive client, we will continue to adhere to the privacy policies and practices described in this notice. With regard to our internal security procedures, Kopernik has safeguards in place to prevent unauthorized access to our systems and procedures to protect personal information from unauthorized access and use. Kopernik takes reasonable steps to protect the non-public personal information provided to it by its clients. Furthermore, we have implemented processes and procedures to prevent unauthorized access, disclosure, or theft of any non-public information including restricting access to your personal and

account information to those employees who need to know that information to service your account. We maintain physical, electronic and procedural safeguards to protect your non-public personal information and to comply with all applicable laws. ADDITIONAL POLICIES APPLICABLE TO CALIFORNIA RESIDENTS Pursuant to the California Consumer Privacy Act (“CCPA”), personal information includes information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, either directly or indirectly, with a California resident or household. “Personal data” for the purposes of this policy includes non-public personal information and personal information as defined under the CCPA with regard to California residents. Under the CCPA, California residents may have certain rights concerning their personal information, such as (i) the right to know what personal information Kopernik collects, (ii) the right to delete personal information collected (subject to exceptions), (iii) the right to opt-out of the sale of their personal information, and (iv) the right to not be discriminated against for exercising their rights under the CCPA. Kopernik may disclose your information for a business purpose to third-party service providers as described above. We do not sell California resident personal information. If you are a California resident and wish to exercise your rights under the CCPA, to the extent they are applicable, please call 1-813-314-6100 or send an email to info@kopernikglobal.com. Kopernik will only provide certain information or delete personal information in response to a request from a California resident (or their designee) upon verification, in Kopernik’s sole discretion, that the person is a California resident or the legally authorized designee of a California resident. Kopernik reserves the right to retain the personal information of a California resident after a request to delete their information to the extent permitted by the CCPA or any other law or regulation. Kopernik may update or revise this privacy policy at any time and without prior notice.