Rockland Capital

Rockland Capital, LP, a Delaware limited liability company formed in 2008, is registered with the SEC as an investment adviser. The general partner of Rockland is Rockland Capital GP, LLC, which is owned by Jonathan M. Beach, James Maiz, Willie Zapalac, W. Scott Harlan, and Thomas J. Smith. Jonathan M. Beach, James Maiz, Willie Zapalac, W. Scott Harlan, and Thomas J. Smith are also the limited partners of Rockland. The following individuals comprise Rockland’s “Investment Committee” for Rockland Power Partners II, LP, Rockland Power Partners III, LP, Rockland Power Partners IV, LP and Rockland Power Partners V, LP: W. Scott Harlan, Jonathan M. Beach, James Maiz, Willie Zapalac, and Thomas Smith (collectively, the “Principals”). Rockland provides investment advisory services to investment vehicles, including, Rockland Power Partners II, LP, Rockland Power Partners III, LP, Rockland Power Partners IV, LP and Rockland Power Partners V, LP (“Rockland Power Partners Funds”), Rockland GridFlex Partners, LP, Rockland PHR Partners, LP, Jackrabbit Power Holdings, LLC, Bowline Point Power Holdings, LLC, Terrapin Power Holdings, LLC, and Eagle Point Power Generation Holdings, LLC (each an “Advisory Client” and collectively, the “Rockland Funds”), whose investments are primarily focused on equity and equity-related investments in the North American electric power generation markets with a particular emphasis on controlling positions. Advisory Clients refers to any account for which Rockland provides investment advice and/or places trades on a discretionary or non-discretionary basis. The investors and other persons who invest in Rockland’s Advisory Clients are referred to herein as “Investors”. Unless otherwise expressly stated herein, the term Advisory Client does not include Investors. Rockland has an experienced team of investment professionals; the Principals have a long history of working together investing in the electric power generation markets dating back to the mid1990s. Rockland specializes in investments in these markets and only provides investment advice to investment vehicles that invest in such markets. In providing its services to Advisory Clients, Rockland and its related persons direct and manage the investment and reinvestment of each Advisory Client’s assets, and provide reports to Investors. Rockland manages the assets of each Advisory Client in accordance with the terms of its applicable governing documents (or investment management agreement, as applicable). Rockland does not provide portfolio management services to any wrap fee programs. The information provided herein about the investment advisory services provided by Rockland is qualified in its entirety by reference to the Advisory Clients’ governing documents. As of December 31, 2025, Rockland managed approximately $4,392,629,238 of assets in respect of which Rockland has full investment discretion (subject to the Advisory Client’s established investment guidelines).

The Company and/or its affiliated general partners, member managers, or other affiliates generally receive management fees and/or carried interest or similar profit allocations from Advisory Clients for the economic and investment advice and analysis services (“Advisory Services”) provided. Neither Rockland nor any of its supervised persons accepts any compensation for the sale of interests in the Advisory Clients. Advisory Clients could also indirectly incur or generate other fees payable to the company and its affiliates, depending on the nature of their portfolio activities. The Company or its affiliates could, for example, earn fees and other compensation from prospective and actual portfolio companies, purchasers, sellers and other parties as compensation for services (collectively, “Transaction Fees”). These Transaction Fees can include project, structuring, topping, break-up, directors’, organizational, set-up, closing, commitment, advisory, consulting, underwriting, and syndication fees in connection with the purchase, monitoring, or disposition of underlying investments or from unconsummated transactions. The specific legal and/or organizational documents of the relevant Advisory Client or the investment management agreement between the Company (or an affiliate) and such Advisory Client set forth the fee structure relevant to the Investors in such Advisory Client. To the extent provided for in such organizational documents or investment management agreement, the Company’s management fees from Advisory Clients in many cases are reduced by a specified portion of the Transaction Fees that are borne by such Advisory Client. Advisory Clients will also bear certain out-of-pocket expenses incurred by the Company and/or its affiliates in connection with services provided to such Advisory Clients. The following sections discuss the most common fees and expenses in more detail. Common Types of Fees Management Fees For Advisory Clients that are pooled investment funds, the annual management fee is typically 1.75 - 2.0 percent of Investors’ committed capital during the relevant Advisory Client’s investment period, and afterward, the fee percentage is typically applied only to the capital remaining in investments that have not yet been exited. For services provided to certain pooled investment funds, the Advisory Client will pay a flat rate of management fee generally in the range of 1.75 2.0 percent to the Company or one of its affiliates. Specific management fee arrangements for each Advisory Client are summarized herein. Management fees are generally paid quarterly by or on behalf of an Advisory Client by (i) requiring Investors in such Advisory Client to make capital contributions in respect of such fees, or (ii) withholding the amount of such fees from investment proceeds that would otherwise be distributable to the Investors of such Advisory Client. In addition, Rockland will likely have the ability to cause such Advisory Client to borrow money for the payment of such fees. Management fees are negotiable and, depending on the Advisory Client, will be payable in advance or arrears. If management fees are assessed in advance, they are generally required to be

returned to the Investors in such Advisory Client should Rockland’s management services to the Advisory Client be terminated prior to the end of the period in respect of which the fees have been paid (including, for example, situations where the final distribution by an Advisory Client occurs prior to the end of a period for which management fees have already been paid). In general, the amount of such fees to be returned is calculated based on the number of days remaining in the applicable period. The Rockland Funds pay management fees on a quarterly basis, in advance. As described above, Investors in the Rockland Funds indirectly pay the management fees either by way of capital contributions to the applicable Rockland Fund or withholding of otherwise distributable proceeds from the applicable Rockland Fund, according to their respective “Net Capital Commitments” as described below.

Rockland Power Partners II, LP o 2% of Investors’ Net Capital Commitments

Rockland Power Partners III, LP o 2% of Investors’ Net Capital Commitments provided, however, the Management Fee will be reduced to an amount equal to 1.75% per annum of Net Capital Commitments on the first date on which a subscription is accepted and management fees begin accruing by an additional fund that has the same or similar investment criteria. Moreover, the Management Fee will be reduced to 1.75% per annum with respect to amounts exceeding $450 million.

Rockland Power Partners IV, LP o 2% of Investors’ Net Capital Commitments.

Rockland Power Partners V, LP o 2% of Investors’ Net Capital Commitments

Jackrabbit Power Holdings, LLC o No management fee is generally payable but certain Investors have agreed to pay an annual management fee in the range of 0.5% – 1.0% of each such Investor’s capital contribution subject to certain thresholds and conditions.

Bowline Point Power Holdings, LLC o No management fee is payable.

Terrapin Power Holdings, LLC o No management fee is generally payable but an investor has agreed to pay an annual management fee of 1.0% of such Investor’s capital contribution subject to certain thresholds and conditions.

Eagle Point Power Generation Holdings, LLC o $10,000 management fee per year payable to Rockland Capital, LP.

Rockland GridFlex Partners, LP o 1% of Investors’ pro rata share of the adjusted cost of all unrealized investments as of the first day of the applicable quarter; provided, however, the management fee will be reduced to 0.5% per annum upon the later to occur (i) the fourth anniversary of the first closing date and (ii) the first date on which a subscription is accepted and management fees payable to the Rockland or an affiliate begin accruing by an additional fund that has the same or similar investment criteria as the Rockland Fund.

Rockland PHR Partners, LP o .75% of Investors’ pro rata share of adjusted cost of all unrealized investments as of the first day of the applicable quarter, subject to negotiation.

The aforementioned percentages represent an annual rate, and the information provided herein about the investment management fees charged by Rockland is qualified in its entirety by reference to the Advisory Clients’ governing documents. Performance-Based Arrangements 1 Distributions to Investors in most Advisory Clients are subject to some form of carried interest or similar profit allocation for the benefit of an affiliate of the Company. Generally, these profit allocations represent a share of the distributions made by an Advisory Client in excess of the relevant Investors’ invested capital, and allocable fees and expenses. Performance-based profit allocations will often be applied each time an investment is realized or on an annual (or more frequent) basis with respect to certain Advisory Clients. Performance fees or carried interest profit allocations are subject to regulation under Rule 205-3 under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”). Therefore, the Company seeks to ensure that any Advisory Client or Investors in any Advisory Client that are directly or indirectly assessed performance fees or are subject to carried interest profit allocations satisfy the qualifications of Rule 205-3 under the Advisers Act and have been advised of such fees and allocations and their risks. Performance fees or carried interest allocations are generally 20% of profits and will be subject to certain preferred return hurdles. Please see below for applicable carried interest with respect to each Advisory Client.

Rockland Power Partners Funds o Distribute 20% of realized gains to Rockland only after Investors receive an 8% compound, cumulative annual preferred return on capital contributions, subject to general partner catch-up provisions.

See also Item 6 – “Performance-Based Fees and Side-By-Side Management”

Jackrabbit Power Holdings, LLC o Certain Investors will distribute 10% of realized gains to Rockland only after those Investors receive an 8% compounded, cumulative annual preferred return on capital contributions.

Bowline Point Power Holdings, LLC o No performance fee or carried interest is paid.

Terrapin Power Holdings, LLC o An Investor will distribute 10% of realized gains to a Rockland entity only after such investor receives an 8% compounded, cumulative annual preferred return on capital contributions.

Eagle Point Power Generation Holdings, LLC o No performance fee or carried interest is paid.

Rockland GridFlex Partners, LP o Distributes 20% of realized gains to Rockland only after Investors receive an 8% compound, cumulative annual preferred return on capital contributions, in addition to other hurdles and subject to general partner catch-up provisions.

Rockland PHR Partners, LP o Distributes 15% of realized gains to Rockland only after Investors receive an 8% compound, cumulative annual preferred return on capital contributions, in addition to other hurdles and subject to general partner catch-up provisions.

The specific manner of calculation and application of performance fees or carried interest profit allocations are disclosed in the offering documents or governing documents for each Advisory Client. Since Rockland generally does not receive distributions of carried interest until the preferred return has been achieved, as outlined above, Rockland’s ability to use credit facilities could provide an incentive to cause an Advisory Client to use a credit line in order to accelerate how quickly the preferred return is achieved, thereby allowing Rockland to receive its carried interest earlier than it would absent use of such credit facility. Management fees and carried interest or similar profit allocations payable could be subject to modification, waiver or reduction. Any carried interest distributed to Rockland is subject to a potential giveback at the end of the commitment period and the life of an Advisory Client if Rockland has received excess cumulative distributions. Other Fees To the extent the Company is entitled to receive fees from portfolio companies of an Advisory Client, all or a portion of such fees paid to the Company typically reduces the management fees otherwise payable to the Company. The governing agreement or investment management agreement, as applicable, of each Advisory Client sets forth the basis on which such fees reduce management fees. Such fees are described below.

Acquisition and/or disposition fees are one-time fees paid by Advisory Clients to the Company or one of its affiliates in connection with an investment or disposition by an Advisory Client. Such fees are generally paid by portfolio companies and are uncommon to Rockland’s Advisory Clients. Any fees paid to the Company by a portfolio company or an Advisory Client are required to be on an arm’s length basis and on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party. However, the Company believes that the management fee offset provisions described herein and the equity commitment by the Company and its affiliates in Advisory Clients substantially mitigates this conflict. Set forth below is a summary of the management fee offset provisions for the Rockland Funds.

Rockland Power Partners Funds o 100% of all transaction fees (which includes: acquisition/disposition fees, consulting, monitoring or other ongoing service fees, banking fees, advisory fees, affiliate service fees, third-party carried interest or other such incentive fees); and 100% of placement fees paid by the fund. Rockland Power Partners V, LP o In addition to the fee offsets mentioned above, the management fee to Rockland Capital, LP is reduced by the offset amount. The offset amount is deemed a capital contribution which partially satisfies sponsors’ equity commitments to Rockland Power Partners V, LP.

Jackrabbit Power Holdings, LLC o There is no management fee offset provision for this vehicle.

Bowline Point Power Holdings, LLC o There is no management fee to be offset for this vehicle.

Terrapin Power Holdings, LLC o There is no management fee to be offset for this vehicle.

Eagle Point Power Generation Holdings, LLC o There is no management fee to be offset for this vehicle.

Rockland PHR Partners, LP o 100% of all transaction fees (which includes: acquisition/disposition fees, consulting, monitoring or other ongoing service fees, banking fees, advisory fees, affiliate service fees, third-party carried interest or other such incentive fees).

Rockland GridFlex Partners, LP

o 100% of all transaction fees (which includes: acquisition/disposition fees, consulting, monitoring or other ongoing service fees, banking fees, advisory fees, affiliate service fees, third-party carried interest or other such incentive fees). For the avoidance of doubt, (i) co-investment fees (if any), and (ii) transaction fees attributable to asset management services provided to non-affiliated Rockland entities are not subject to the above-referenced management fee offset provisions. Common Types of Expenses Brokerage Expenses 2 Expenses paid to third parties in connection with the acquisition or disposition of investments are borne by the Advisory Clients. These expenses will generally include brokerage commissions, account fees, custodial expenses, other bank service fees and other investment costs, fees and expenses incurred in connection with completed investments. Organizational/Offering Expenses Typically, legal, accounting, filing and other expenses incurred in connection with organizing and establishing and Advisory Client are borne by the Investors in such Advisory Client. Often, these expenses are capped in the governing documents for the Advisory Client. Set forth below are the organizational/offering expense caps for the Rockland Funds.

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Methods of Analysis and Investment Strategies Rockland uses a range of methods to identify, analyze and assess potential and existing investment opportunities. As a general matter, analytical methods used by the Investment Committee can include gain/loss forecast models, cash-flow models, other financial modeling and simulation, risk sensitivity analyses, and fundamental, technical and cyclical analysis. Rockland’s Advisory Clients seek to make control investments, principally in the middle market segment of the North American electric power generation market. Investments transactions are focused on power assets, including power plants, power companies, and will potentially also include pre-construction development projects or power-related technology investments and other assets. Rockland’s investment strategy involves identifying undervalued or financially distressed assets, companies with excessive and/or inefficient leverage, or companies with inefficient longterm contractual arrangements. Rockland seeks to generate above-market returns by acquiring such assets at attractive prices, enhancing and improving operations through contract restructuring, financial optimization, actively monitoring and managing operational and financial performance, analyzing and managing risk, and capitalizing on legislative and/or regulatory issues that contribute to changes in the relevant market. In considering potential investment opportunities, a number of analytical methods are utilized in an effort to achieve a thorough and in-depth assessment of the potential investment. Typically, these analyses focus on the (i) reputation of owners and management; (ii) company size and sensitivity of cash flow generation; (iii) operational, marketing, legal, tax, labor, environmental and accounting factors; (iv) business sector and competitive risks; (v) portfolio fit; (vi) exit alternatives; and (vii) other key factors highlighted by the Investment Committee. Where appropriate, third-party consultants are permitted to be engaged to assess business and market conditions, competition, physical and environmental concerns and other factors deemed to be relevant to the evaluation of the investment. Investment Risks An investment in any Advisory Client involves a high degree of risk that an Investor should be prepared to bear, including potential loss of all invested capital, and is suitable only for those Investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in such Advisory Client and for which such Advisory Client does not represent a complete investment program. There can be no assurance that the investment objective of any Advisory Client will be achieved, that any Advisory Client will otherwise be able to successfully

carry out its investment program, or that an Investor will receive a return of its capital contributed to any Advisory Client. The discussion below enumerates certain risk factors that apply generally to an investment in any Advisory Client. Prior to making any investment in an Advisory Client, Investors should carefully review the applicable offering documents for a more complete description of the risk factors and conflicts of interest relating to such Advisory Client. No Assurance of Investment Return There can be no assurance that any Advisory Client will be able to generate returns for its Investors or that the returns will be commensurate with the risks of investing in the type of investments in which such Advisory Client participates. Accordingly, an investment in an Advisory Client should only be considered by persons who can afford a loss of their entire investment. There can be no assurance that projected or targeted returns for any Advisory Client will be achieved. Role of Rockland and its Professionals The success of each Advisory Client will depend in part upon the skill and expertise of Rockland’s investment professionals and, where applicable, the management of portfolio companies or other investments. There can be no assurance that such professionals will continue to be associated with Rockland throughout the life of any Advisory Client and a loss of the services of key personnel could impair Rockland’s ability to provide services to an Advisory Client. In addition, members of the Investment Committee of a particular Advisory Client will work on other projects for Rockland. Reliance on the General Partner (or Similar Managing Fiduciary) and Investment Adviser of the Advisory Client The general partner (or similar managing fiduciary) and investment adviser of an Advisory Client will have exclusive responsibility for an Advisory Client’s activities, and, other than as set forth in Advisory Client’s governing documents, Investors will not be able to make investment or any other decisions concerning the management of an Advisory Client. Lack of Operating History Each Rockland Advisory Client will initially be a newly-formed entity which has not commenced operations and therefore will have no operating history upon which an Investor can evaluate its performance. A prospective Investor should draw no conclusions from the prior experience of the Investment Committee, Rockland’s other professionals, or the performance of any other Advisory Client, and should not expect to achieve similar returns. Market Conditions and Financial Market Fluctuations A lack of liquidity in the capital markets will likely make it significantly more difficult for sponsors like Rockland to obtain favorable financing for investments, and the financing that is available could be on much less favorable terms than had been prevailing in the past. General fluctuations in the market prices of securities have the potential affect the value of the investments held by an

Advisory Client. Instability in the securities markets could also increase the risks inherent in an Advisory Client’s investments. Force Majeure Rockland, its Funds and/or their portfolio companies may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to a Fund) to perform its obligations until it is able to remedy the force majeure event. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or a Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure can have a permanently adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Funds would invest. Additionally, major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to the Funds, including if the investment in such portfolio companies is canceled, unwound or acquired (which could be without adequate compensation). Highly Competitive Market for Investment Opportunities The activity of identifying, completing and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. There can be no assurance that an Advisory Client will be able to locate, consummate and exit investments that satisfy its rate of return objectives or realize upon their values or that it will be able to invest fully its committed capital. Illiquid and Long-Term Investments Investment in an Advisory Client will require a long-term commitment with no certainty of return. Many of an Advisory Client’s investments will be highly illiquid, and there can be no assurance that an Advisory Client will be able to realize on such investments in a timely manner. Although investments will occasionally generate some current income, the return of capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition or refinancing of such investment. Investments Longer than Term A Rockland Advisory Client could make investments which could potentially not be advantageously disposed of prior to the date such Advisory Client will be dissolved, either by

expiration of its term or otherwise. In addition, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to Investors will occur. Risk of Limited Number of Investments An Advisory Client will participate in a limited number of investments and, as a consequence, the aggregate return of such Advisory Client could be substantially adversely affected by the unfavorable performance of even a single investment. In addition, other than as set forth in the applicable Advisory Client’s governing documents, Investors have no assurance as to the degree of diversification of an Advisory Client’s investments, either by geographic region or transaction type. Risk of Geographical Concentration An Advisory Client will likely make investments that are highly concentrated in certain geographical regions. While multiple independent power markets or independently operated zones within a single power market could exist in a given concentrated geographic region, there can be no assurances that such existence will limit the potential for mitigating the risks associated with the Advisory Client making investments in highly concentrated geographic regions. Material, Non-Public Information By reason of their responsibilities in connection with other activities of Rockland, certain employees of the general partner (or similar managing fiduciary) of an Advisory Client and its affiliates will likely acquire confidential or material, non-public information concerning an entity in which Advisory Clients have invested, or proposes to invest, and the possession of such information will often limit the ability of Rockland to buy or sell securities of such entity on behalf of Advisory Clients, thereby limiting the investment opportunities or exit strategies available to the Advisory Clients. In addition, holdings in the securities of an issuer by Rockland or its affiliates could affect the ability of Advisory Clients to make certain acquisitions of or enter into certain transactions with such issuer. Currency and Exchange Rate Risks A portion of an Advisory Client’s investments, and the income received by an Advisory Client with respect to such investments, will be denominated in foreign currencies. However, unless otherwise provided in an Advisory Client’s governing documents, the books of an Advisory Client generally will be maintained, and capital contributions to and distributions from such Advisory Client generally will be made, in U.S. dollars. Accordingly, changes in currency exchange rates will adversely affect the dollar value of investments, interest and dividends received by an Advisory Client, gains and losses realized on the sale of investments and the amount of distributions, if any, to be made by an Advisory Client.

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Rockland provides investment advisory services to pooled investment vehicles. The Investors in these vehicles consist of institutional investors and high net worth individuals. Additionally, Rockland, its affiliates and equity owners typically invest in Rockland’s Advisory Clients. Interests in Rockland-sponsored investment vehicles are privately offered. The Company and its affiliates generally require that each third-party Investor in an Advisory Client be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and a “qualified purchaser” as defined in the Investment Company Act of 1940 (the “1940 Act”). Performance fees will only be charged to Advisory Clients whose Investors are “qualified clients” within the meaning set forth in Rule 205-3(d) under the Advisers Act.

Typically, a minimum investment amount of $10 million is imposed on third parties investing in the investment vehicles for which the Company acts as investment adviser; however, this minimum will often be subject to a reduction upon prior agreement by the Company or an affiliate in its sole discretion subject to the applicable legal requirement. A minimum investment amount will also be established pursuant to the laws of the jurisdiction in which the investment vehicle was established.

As discussed in Item 5 above, the affiliates of the Company receive performance fees or carried interest profit allocations. The Company currently acts as investment adviser to the Advisory Clients, and related persons typically act as a general partner (or similar managing fiduciary) of such Advisory Clients. The relationship of the Company, the manner of calculation and application of management fees and carried interest profit allocations or other performance-based fees, as applicable, with respect to the Company, the affiliated general partner (or similar managing fiduciary) or other affiliates and known or reasonably anticipated conflicts of interest involving the Company or its affiliates, are

disclosed in the offering documents of the applicable Advisory Client provided to potential Investors prior to their investment. Each Advisory Client typically has a specified investment objective that is focused on a particular geography and investment strategy. Investment opportunities that satisfy the investment parameters of a particular Advisory Client typically will be allocated exclusively to that particular Advisory Client. Generally, co-investment vehicles are only allocated investment opportunities if there is excess capacity in a particular investment opportunity. In certain cases, however, an investment opportunity will be appropriate for more than one Advisory Client. As discussed in detail in Item 11, these investment opportunities are allocated in accordance with the Company’s written policies and procedures, taking into account the applicable provisions of the Advisory Client’s governing agreement. In allocating investment opportunities, there could be incentives to favor Advisory Clients with higher potential performance fees or carried interest allocations over Advisory Clients with lower potential performance fees or carried interest allocations. In addition, under IRC § 1061, for years beginning after December 31, 2017, carried interests must meet a three-year holding period to qualify for preferential tax rates on long-term capital gains. Carried interests held shorter than three years will be treated as short-term capital gains and will be taxed at ordinary rates. In addition, the method of calculating the carried interest poses potential conflicts of interest between the applicable general partner and an Advisory Client with respect to the management and disposition of investments, as well as the determination of the timing, method, and amount of distributions by an Advisory Client, and the use of fund-level credit facilities. As a control, Rockland has adopted a policy pursuant to which it seeks to allocate investment opportunities among Advisory Clients in a fair and equitable manner, bearing in mind, among other things, the size, investment objectives, risk tolerance, return targets, diversification considerations, permissible and preferred asset classes, and liquidity needs of each Advisory Client. Rockland’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to Rockland, any affiliates or its professionals. Each Advisory Client has its own investment guidelines, charter and organizational documents, and geographical and industry focus that must be taken into account when making investment allocation determinations. Final allocation decisions are under the purview of the Chief Compliance Officer, who is charged with allocating investment opportunities in compliance with Rockland’s fair allocation policies.

The Company organizes and sponsors the Advisory Clients. Affiliates of the Company serve as general partners (or in an analogous capacity) of, and control, the Advisory Clients. All such affiliated entities are registered investment advisers in accordance with SEC guidance under the Advisers Act pursuant to the registration of Rockland Capital, LP as an investment adviser with the SEC. These affiliated entities operate as a single advisory business collectively with the Company and share common owners, officers, members and employees. All of these affiliated entities are under common control and subject to the Company’s code of ethics and Advisers Act compliance program pursuant to the requirements of the Advisers Act. Registered investment advisers are required to disclose all other financial industry activities and affiliations in order to provide information about conflicts of interest arising from certain activities of the adviser and its affiliates. As discussed in Items 5 and 6 above, affiliates of the Company serve as a general partner or other managing fiduciary to each Advisory Client and are often entitled to receive performance-based carried interest distributions from the applicable Advisory Client. In addition, such general partner or other managing fiduciary or its employees may receive Transaction Fees. Any fees paid to the Company by a portfolio company or an Advisory Client are required to be on an arm’s-length basis and on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party. Rockland’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to Rockland, any affiliates

or their professionals. Any such Transaction Fees received by the general partner or other managing fiduciary of an Advisory Client or any of their respective employees are required to be immediately remitted to the Company. Generally, a percentage of such Transaction Fees are used to offset each Advisory Client’s management fee, as more fully set forth in Item 5 above. The employees of Rockland and its affiliates expect to serve on the boards of directors of portfolio companies of Advisory Clients. Serving in such capacity will give rise to conflicts to the extent that an employee’s fiduciary duties to a portfolio company as a director conflict with the interests of an Advisory Client. As the interests of the portfolio company and the Advisory Client will generally be aligned, Rockland does not believe that the activities of employees serving in such capacity will conflict with the activities of the applicable Advisory Clients. Rockland currently acts as investment adviser to a number of Advisory Clients, and related persons typically act as a general partner (or similar managing fiduciary) of such Advisory Clients. Rockland will face a number of conflicts of interest including, (i) allocation of investment opportunities among its Advisory Clients, (ii) Advisory Clients making investments in portfolio companies in which other Advisory Clients have a different principal investment and (iii) allocation of time of Rockland personnel to the business affairs of its Advisory Clients. Such conflicts of interest are discussed in more detail in Items 6, 8 and 11. Rockland does not recommend or select other investment advisers for its Advisory Clients.

and Certain Conflicts of Interest Code of Ethics Rockland has established and approved a Code of Ethics that sets forth standards of ethical conduct for employees and is designed to address and avoid certain conflicts of interest as required under Rule 204A-1 of the Advisers Act. Among other things, the Code of Ethics prescribes standards for dealing with clients ethically, addresses conflicts of interest issues, and supplements personal trading and operating procedures. The Code of Ethics provides guidance in specific areas, including but not limited to, confidentiality of the Company’s information, personal investments, gifts and entertainment and personal political activities. Under the Code of Ethics, Rockland’s staff is required to disclose their securities holdings and business activities. Trading in certain securities in personal accounts of Rockland staff is subject to pre-clearance and all securities holdings are subject to review by the Chief Compliance Officer. This Code of Ethics is available to Advisory Clients, Investors or prospective Advisory Clients or Investors by writing to Rockland Capital, LP, 24 Waterway Avenue, Suite 400, The Woodlands, TX, 77380, Attn: Chief Compliance Officer. Principal Transactions Rockland, as investment manager, or an affiliate is permitted to engage in principal transactions (i.e., transactions in which Rockland or an affiliate is deemed to be acting for its own account by buying a security from, or selling a security to, an Advisory Client). These transactions introduce a conflict of interest between its own interests and those of the Advisory Client. Rockland has

established policies and procedures to comply with the Advisers Act when engaging in principal transactions with clients. Additionally, investment guidelines and an Advisory Client’s charter documents could limit principal transactions on a more restrictive basis than the Advisers Act. Notice and Consent In certain cases, a principal transaction will occur prior to the initial closing of an Advisory Client (e.g., where an affiliate warehouses investments prior to selling them to an Advisory Client). Details of the principal transaction typically are disclosed in the offering documents of an Advisory Client. In other cases, principal transactions will occur after an Advisory Client has held an initial closing. In those cases, either the Advisory Client or an independent representative of the Advisory Client must receive notice of the transaction and consent to the transaction prior to Rockland or an affiliate settling the principal transaction. An Investor Advisory Committee is typically established for each Advisory Client to, among other things, receive notice of, advise on and provide consent to certain conflicts of interest matters, such as principal transactions. Cross Transactions Rockland is permitted to allow Advisory Clients to engage in cross transactions, which occur when a transaction is effected directly between two or more of Rockland’s Advisory Clients. Cross transactions have the potential to benefit clients because they can avoid transaction fees. They also create conflicts of interest because, by not exposing buy and sell transactions to market forces, clients will often not receive the benefits of best price, or, an adviser might seek to prop up the performance of one Advisory Client by selling under-performing assets to another Advisory Client in order, for example, to earn higher fees. Rockland has established policies and procedures that address permissible cross transactions. Subject to the terms of the Advisory Client’s organization documents: (i) notice must be provided to each Advisory Client or an independent representative of each such Advisory Client prior to proceeding with the cross transaction; (ii) if an Investor Advisory Committee of a particular Advisory Client has been established under the Advisory Client’s charter and organizational documents, it must provide consent (generally by majority of the Committee’s members) prior to engaging in such cross transaction; and (iii) records of such notices and consents must be maintained as part of Rockland’s books and records. Typically, the charter and organizational documents for each of the Advisory Clients address permissible cross transactions. Purchases and Sales of Securities by Advisory Clients and the Company and/or its Related Persons Rockland, its affiliates and equity owners typically invest in Rockland’s Advisory Clients. Rockland has established policies and procedures which require prior approval of all personal trades of Rockland’s staff, subject to applicable law. All Rockland staff must confirm their compliance with these policies and procedures annually.

Certain Conflicts of Interest Investors should be aware that there will be occasions when Rockland and its affiliates will encounter conflicts of interest in connection with an Advisory Client. There can be no assurance that Rockland will resolve all conflicts of interest in a manner that is favorable to a particular Advisory Client. In addition to the conflicts of interest discussed elsewhere in this Brochure, the following discussion enumerates certain conflicts of interest: Carried Interest As described in Items 5 and 6, carried interest will create an incentive for the general partner (or similar managing fiduciary) of a Rockland Advisory Client to make riskier or more speculative investments on behalf of such Advisory Client than would be the case in the absence of this arrangement. Other Activities of Management Rockland personnel will devote such time as shall be reasonably necessary to conduct the business affairs of each Advisory Client in an appropriate manner. However, Rockland personnel will work on other projects, including spending time assisting other Advisory Clients with their investment activities and could work on other matters, including matters external to the business of Rockland. For example, investment professionals could serve on advisory boards or in similar capacities for other companies that Rockland does not believe compete with the Advisory Clients with respect to investment-related matters, and are permitted to receive compensation in connection with such services and roles, none of which will offset or otherwise reduce management fees. Therefore, conflicts could arise in the allocation of management resources. Possible Future Activities Rockland and its affiliates in certain cases could expand the range of services it provides over time. Except as provided herein and in an Advisory Client’s private placement memorandum or partnership agreement, Rockland and its affiliates will not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether such conflicts are described herein. To the extent a former Rockland employee becomes employed by a portfolio company, no compensation earned by such former Rockland employee from such portfolio company will offset the management fee notwithstanding that such former employee has a remaining interest in the relevant Advisory Client’s general partner or affiliated entity. Portfolio Company Board Participation It is expected that members of the investment team of the general partners will serve as directors of certain of the portfolio companies, and as such, could have duties to persons other than the Advisory Clients and could be required to make decisions that they consider to be in the best

interests of such portfolio company and its respective shareholders. In certain circumstances (for example in situations involving bankruptcy or near-insolvency of a portfolio company), actions that are in the best interests of the portfolio company may not be in the best interests of the Advisory Clients, and vice versa. Accordingly, in these situations, there will likely be conflicts of interests between an individual’s duties as a member of the investment team of the general partner and an individual’s duties as a director of the portfolio company. Although such positions in certain circumstances could be important to the Advisory Clients’ investment strategy and could enhance the applicable general partner’s ability to manage investments, they could also have the effect of impairing the Advisory Clients’ ability to sell the related securities when, and upon the terms, it could otherwise desire, and could subject the applicable general partner and/or the Advisory Clients to claims they would not otherwise be subject to as an Investor, including claims of breach of duty of loyalty, securities law claims and other director-related claims. Allocation of Investment Opportunities with Other Advisory Clients and Conflicting Fiduciary Duties Rockland will likely, from time to time, be presented with investment opportunities that fall within the investment objectives of multiple Advisory Clients, and in such circumstances, except as otherwise provided in the governing documents of the applicable Advisory Client, Rockland will allocate such opportunities among the Advisory Clients on a basis that Rockland determines in good faith to be fair and reasonable taking into account all facts and circumstances Rockland deems relevant, including the requirements of the governing documents of the applicable Advisory Clients, the sourcing of the transaction, the nature of the investment focus of each Advisory Client, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for each such Advisory Client and other considerations deemed relevant by Rockland in good faith. Investments in Which Another Advisory Client Has a Different Principal Investment An Advisory Client could make investments in portfolio companies in which other Advisory Clients have or are concurrently making a different principal investment at the time of such Advisory Client’s investment (e.g., in different parts of the capital structure). In such situations, the Advisory Clients will have conflicting interests (e.g., over the terms of their respective investments). Company-wide Trade Allocation Procedures Rockland has established trade allocation policies and procedures addressing Rockland’s duties to allocate investment opportunities among Advisory Clients in a fair and equitable manner. Most investment opportunities that satisfy the investment parameters of a particular Advisory Client will be allocated exclusively to that particular Advisory Client. In certain cases, however, an investment opportunity will be appropriate for more than one Advisory Client. Any such allocation decisions are initially raised with the Investment Committee of the relevant Advisory Client that originated the investment opportunity. That particular Investment Committee, together with the

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Broker & Swap-Dealer Selection Consistent with SEC guidance and Rockland’s policy on best execution, Rockland will consider the full range and quality of a broker’s or a swap-dealer’s services in selecting a broker or swapdealer for a transaction, based on a number of factors. These factors include, but are not limited to, Rockland’s knowledge of commission rates and spreads; the reasonableness of spreads or commission rates; the nature of the security or commodity being traded; the size and type of the transaction; the nature and character of the markets for the security or commodity to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security or commodity; confidentiality; the execution, clearance, and settlement capabilities as well as the reputation and perceived financial soundness of the broker or swapdealer selected and other brokers or swap-dealers considered; Rockland’s knowledge of actual or apparent operational problems of any broker or swap-dealer; and the broker’s or swap-dealer’s execution services rendered on a continuing basis and in other transactions. When executing a transaction in any investment with or for a Rockland Entity, Rockland must take reasonable steps to ensure that the counterparty is reliable and that the terms and circumstances of the transaction are the best available on the relevant market at the time of execution for transactions of the same size and nature. Transactions in publicly traded securities will only be executed with brokers on the approved broker & swap-dealer list (the “Approved Broker & Swap-Dealer List”). Similarly, transactions in financial or physical commodity securities will only be executed with swap-dealers on the Approved Broker & Swap-Dealer List. An employee desiring to add a broker or swap-dealer to the Approved Broker & Swap-Dealer List must complete a broker & swap-dealer evaluation form and submit it to the Chief Compliance Officer for approval. The Chief Compliance Officer will evaluate the criteria set forth on the form and determine whether to add the broker or swap-dealer to the Approved Broker & Swap-Dealer List. Rockland’s portfolio managers will conduct due diligence periodically on the brokers or swap-dealers appearing on the Approved Broker & SwapDealer List throughout the year, with the goal of reviewing each broker or swap-dealer at least

once annually. The Chief Compliance Officer shall monitor all trades in publicly traded securities, as well as all trades in financial or physical commodity securities to ensure that only those brokers or swap-dealers appearing on the Approved Broker & Swap-Dealer List, or otherwise approved in writing by the Chief Compliance Officer, execute trades or swaps on behalf of Rockland and its Advisory Clients. The Chief Compliance Officer is responsible for maintaining, updating and distributing to the relevant employees the Approved Broker & Swap-Dealer List as new brokers or swap-dealers are added or existing brokers or swap-dealers are removed. Research and Other Soft Dollar Benefits Rockland is permitted to receive unsolicited research from brokers and swap-dealers through which we execute transactions on behalf of Advisory Clients. In circumstances in which we use such research, the quality and ability to receive research will often factor into the selection of brokers and swap-dealers. However, when selecting a broker or swap-dealer, Rockland focuses on the criteria and the policies and procedures set forth above. Rockland does not have any agreements in place that would require that we give any specified amount of brokerage to any broker or swap-dealer. Brokerage for Client Referrals The Company does not consider client referrals in selecting or recommending broker-dealers or swap-dealers. Trade Aggregation The Company makes investments on behalf of each Advisory Client in accordance with the stated investment objectives for the Advisory Client. Purchases of securities are generally made with respect to each Advisory Client individually. At times, however, the Company will purchase the same security in an aggregate amount, for allocation to one or more Advisory Clients, based upon their relative levels of liquidity and subject to certain minimums for investment. The Company recognizes that it must allocate securities among its Advisory Clients in a fair and equitable manner, depending on the facts and circumstances of each situation. Any deviation from the allocation procedures set forth in Item 8 above shall be approved by the Chief Compliance Officer, appropriately documented and retained as part of the Company’s records.

Except as otherwise described in Item 5 – “Fees and Compensation”, the Company does not receive any economic benefits from non-clients for providing investment advice or other advisory services to its Advisory Clients. Rockland and its affiliates will enter into cash compensation arrangements with unaffiliated placement agents or third parties (“Placement Fees”) for introducing Investors to Rockland in respect of an Advisory Client. Any sales charge associated therewith will ultimately be payable by Rockland or its affiliates, either directly or through an offset of the management fee payable by the relevant Advisory Client.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a potential Investor’s evaluation of Rockland or the integrity of our management. Rockland Capital, LP has no information applicable to this Item.

Oversight and Monitoring The portfolio investments of certain Advisory Clients are regularly reviewed by a team of investment professionals. The team generally includes principal executive officers of Rockland, and other investment and asset management professionals. These professionals monitor operations, overall performance, financial performance, and strategic direction of each portfolio company owned by the Advisory Clients.

Reports to Clients Investors in Rockland-sponsored Advisory Clients typically receive quarterly financial reports and audited annual reports. Each of the Advisory Clients is required to fulfill reporting obligations to its Investors based on the terms and conditions of the particular Advisory Client’s organizational documents. In addition to the information provided to all Investors, Rockland may provide certain Investors with additional information or more frequent reports that other Investors will not receive. For new Advisory Clients or Investors in Rockland-sponsored investment vehicles, a copy of this Brochure is delivered prior to or at the time of entering into an advisory contract.

Rockland uses unaffiliated, qualified, third-party custodians to hold the assets of its Advisory Clients in a manner that it believes complies with current SEC standards and guidance. For example, these qualified custodians maintain an Advisory Client’s assets in a manner that segregates them from assets for other clients of the custodian. Rockland is deemed to have custody of the underlying assets of its Advisory Clients. The Company does not use the qualified custodian to send quarterly account statements directly to Investors. Rockland relies on the “annual audit provision” which provides an exception available to advisers of “pooled investment vehicles” from the reporting and surprise audit obligations imposed by the SEC’s custody rule. In addition to holding the required client assets with an unaffiliated, qualified, third-party custodian, these Advisory Clients’ assets (where Rockland is deemed to have custody) are subject to a year-end audit by a major accounting firm that is a member of, and examined by, the Public Company Accounting Oversight Board (“PCAOB”). The audited financial statements are then provided to the underlying Investors of these Advisory Clients within 120 days of the end of the applicable fiscal year. Investors are urged to carefully review these statements

Typically, Rockland provides investment advice to its Advisory Clients on a discretionary basis, either directly or indirectly through sub-advisory arrangements. An affiliate of Rockland, typically the general partner of the applicable Advisory Client, accepts discretionary investment authority

for each Advisory Client. Generally, this discretion is subject only to the investment guidelines set forth in the governing agreements of an Advisory Client. Such governing agreements generally expressly provide that the applicable general partner (or similar managing fiduciary) has the authority to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments.

Because Rockland has, or will accept, authority to vote public company securities and other debt instruments (e.g., loans) held by an Advisory Client, it has adopted policies and procedures (the “Proxy Voting Policies and Procedures”) that it believes are reasonably designed to comply with the requirements of the Advisers Act. The Proxy Voting Policies and Procedures reflect Rockland’s commitment to vote such instruments in a manner consistent with the best interests of the Advisory Clients. Under the Proxy Voting Policies and Procedures, unless faced with a conflict of interest between or among Advisory Clients, Rockland will vote proxies in a manner that serves the best interest of its Advisory Clients, as determined by the Company in its discretion, taking into account relevant factors, including (i) the impact on the value of the securities owned by the Advisory Client and the returns on those securities; (ii) alignment of portfolio company management’s interest with the Advisory Client’s interest, including establishing appropriate incentives for management; (iii) the ongoing relationship between the Advisory Client and the portfolio companies in which it invests, including the continued or increase availability of portfolio information; (iv) industry business and practices; and (v) the requirements imposed on Rockland in the Advisory Client operating agreements. Rockland reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the applicable Advisory Client. As a result, depending on the Advisory Client’s particular circumstances, Rockland could vote one Advisory Client’s securities differently than it votes those of another Advisory Client, or could vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, Rockland will determine that it is in the Advisory Client’s best interest for Rockland to “abstain” from voting or not to vote at all and will do so accordingly. At times, conflicts will arise between the interest of an Advisory Client, on the one hand, and the interest of either another Advisory Client or Rockland or its affiliates on the other hand in consideration of a proxy vote. To address such conflicts, Rockland follows the procedures outlined in the Proxy Voting Policies and Procedures, which include the potential involvement of the Company’s Chief Compliance Officer and/or Rockland’s Partners. The Proxy Voting Policies and Procedures require that in all situations involving a conflict between two Advisory Clients, the vote will be made without regard to the Company’s actual or anticipated compensation. Proxy voting reports, identifying how proxies were voted where Rockland has been delegated proxy voting authority, and Rockland’s Proxy Voting Policies and Procedures are available upon written request to Rockland Capital, LP, 24 Waterway Avenue, Suite 400, The Woodlands, TX 77380, Attn: Chief Compliance Officer.

Rockland does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure.