RWC Asset Management LLP

A. General Description of Advisory Firm Redwheel is a limited liability partnership incorporated under the laws of England and Wales. The Firm was formed in December 2007. Redwheel is an investment adviser with a principal place of business in London, England, United Kingdom. The Firm’s principal owner is Redwheel Management Limited (“RML”). RML is wholly owned by RWC Partners Midco Limited (“RWC Midco”) and RWC Midco is fully owned by RWC Holdings Limited (“RWC Partners Holdings Ltd”). RWC Holdings Ltd is substantially owned by its staff (former and present, directly or via an employee benefit trust) with LPC Pinetree LLC retaining the remainder of the ownership. B. Description of Advisory Services Redwheel primarily provides investment advisory services to pooled investment vehicles (collectively referred to herein as the “Funds” and individually a “Fund”) on a discretionary basis. These Funds rely on an exemption from registration under Section 3(c)(7) of the Investment Company Act of 1940 (the “Investment Company Act”). Redwheel generally has broad and flexible investment authority with respect to certain of its Clients. The Firm may employ various strategies and can invest or trade in a wide variety of financial instruments, including, but not limited to: equities, currencies, commodities, fixed income, warrants, rights, options, swaps, preferred stocks, convertible securities and money market obligations, amongst others. For Redwheel European Focus Fund Inc. (the “European Focus Fund”), Redwheel seeks to generate attractive absolute returns over the long term as well as significant alpha relative to relevant European reference indices. The strategies invest in a concentrated portfolio of principally European equities and seeks to generate excess returns through active ownership of listed companies. For Redwheel Frontier Markets Equity Fund (the “Frontier Equity Fund”), Redwheel seeks to uncover medium to long term growth opportunities, investment themes and valuation inefficiencies in frontier markets. The strategy invests in a portfolio of equities on a long only basis and targets outperformance of frontier market equities over a market cycle. The fund invests in fast-growing and early stage frontier markets around the world with no regional or sectoral bias. For Redwheel EAFE Intrinsic Value Fund Limited “EAFE Equity Fund”, Redwheel aims to achieve long-term capital appreciation by investing predominantly in a portfolio of international equities. The Master Fund primarily invests its assets (excluding cash and cash equivalents) in equity and equity linked securities of companies that are listed on a global stock market (excluding the United States and Canada). For the Emission Critical Fund, (the “Emission Critical Fund”), Redwheel implements an investment strategy by which the fund is to invest in publicly listed equity securities and related investments of companies that are exposed to secular growth opportunities related to changes in the way energy is produced and consumed. Redwheel also serves as the investment adviser to the Ecofin Global Renewable Infrastructure Fund (“40 Act Fund”) a mutual fund registered with the Investment Company Act. Collectively, the Funds, Managed Accounts, and the 40 Act Fund will be referred to herein as “Clients”). Redwheel also provides discretionary investment advisory services to separately managed accounts (“Managed Accounts”); collectively, the Funds and the Managed Accounts will also be referred to herein

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as (“Clients”). In addition, Redwheel manages open-ended collective investment schemes comprising different subfunds offered to non-U.S. investors. Redwheel seeks return compatible with the specific investment policies of the sub-funds, as described in the offering memoranda. The Firm employs various strategies and can invest or trade in a wide variety of financial instruments, including, but not limited to: equities, currencies, commodities, fixed income, warrants, rights, options, swaps, preferred stocks, convertible securities and money market obligations, amongst others. C. Tailored Advisory Services Generally, the Firm does not expect to tailor its advisory services to the individual or particular needs of investors in the Funds. Such investors will accept the terms of advisory services as set forth in each Fund’s governing documents. The Firm expects to have broad investment authority with respect to the Funds and, as such, investors should consider whether the investment objectives of the Funds will be in line with their individual objectives and risk tolerance prior to investment. Redwheel may tailor its advisory services to the individual needs of its Managed Accounts by negotiating the terms of its advisory contracts. Managed Accounts may also be tailored for legal, regulatory or tax purposes. Each investment management agreement and related account documentation for a Managed Account will specify the particular investment program and any related investment restrictions. It is the policy of Redwheel to allocate investment opportunities among its clients fairly and equitably, to the extent possible, over a period of time. However, Redwheel will have no obligation to purchase, sell or exchange for one client any security or financial instrument that Redwheel may purchase, sell or exchange for another client if Redwheel believes in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for a particular client. Where Redwheel is contracted to provide model delivery services to a client account it undertakes to notify changes to the contracted party with respect to that model on a rotational basis. We follow procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. D. Wrap Fee Programs Redwheel does not participate in wrap fee programs.

E. Assets Under Management As of December 31, 2025, Redwheel had assets under management of $17,317,221,085.

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A. Fees Redwheel will charge a fee to each Client that is based on a percentage of net assets under management (the “Management Fee”). The Management Fees for the Funds are accrued daily, and are payable monthly in arrears, or as outlined in each Fund’s offering memoranda or investment management agreement. The Management Fees for the Managed Accounts are accrued and paid in accordance with each Managed Account’s investment management agreement. For any subscription or redemption by an investor that is effective other than as of the first or last business day of a month, such investor will pay a pro-rated fee. The applicable Management Fee schedule for each Client or investor is described in each Client’s offering memorandum or investment management agreement. Redwheel, or the Fund’s board, may, in its sole and absolute discretion, elect to reduce, waive or calculate differently the Management Fee with respect to any Client or investor. The Firm also receives an incentive allocation (“Incentive Allocation”) as discussed further in Item 6. For its services to the 40 Act Funds, the Firm is entitled to a management fee, which is calculated daily and paid monthly, at an annual rate of a specified percentage of the average daily net assets of the Fund. Please refer to the 40 Act Fund prospectuses for complete details of fees and expenses.

B. Charging Fees The Firm generally deducts the Management Fee from Funds’ assets as accrued on a daily basis and from Managed Accounts’ assets as described in each Managed Account’s investment management agreement. Separately managed accounts Clients are billed directly for Management Fees incurred. C. Other Fees and Expenses In addition to the Management Fee and Incentive Allocation, each Fund will bear its own expenses, which may include but are not limited to: investment expenses (e.g., expenses that, in the Firm’s discretion, are related to the investment of assets, whether or not such investments are consummated, such as brokerage commissions, clearing and settlement charges, custodial fees, bank service fees and interest expenses); research costs; investment-related travel expenses (which are travel expenses related to the purchase, sale or transmittal of the applicable Funds’ investments) incurred by the Firm; professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; administrative expenses (including fees and expenses of an administrator); legal expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; directors fees; costs of preparing, printing and mailing reports, offering materials and notices; entity-level taxes; corporate licensing; regulatory expenses (including filing fees); insurance premiums (to the extent not prohibited by ERISA); organizational expenses including the costs of maintaining the Funds’ registered office(s); expenses incurred in connection with the offering and sale of shares and other similar expenses related to the Fund; income taxes, withholding taxes, transfer taxes, stamp duties, filing fees or other governmental fees imposed on the Funds and extraordinary expenses (including litigation and indemnification expenses, if any). Please refer to the relevant Fund’s offering memoranda for a complete understanding of each Fund’s fees and expenses. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund’s offering memoranda.

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Expenses charged on Managed Accounts will be negotiated separately at the time of the applicable accounts’ opening. From time to time, Redwheel and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the 40 Act Fund. These payments are sometimes characterized as “revenue sharing” payments and are made out of the Adviser’s and/or its affiliates’ own legitimate profits or other resources and may be in addition to any payments made to financial intermediaries by the 40 Act Fund. A financial intermediary may provide these services with respect to Fund shares sold or held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. In addition, financial intermediaries may receive payments for making shares of the Fund available to their customers or registered representatives, including providing the Fund with “shelf space,” placing it on a preferred or recommended fund list, or promoting the Fund in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”) rules and other applicable laws and regulations, the Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries. The level of payments made by the Adviser and/or its affiliates to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Fund shares, the amount of Fund assets serviced by the financial intermediary or the quality of the financial intermediary’s relationship with the Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other mutual funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the NAV or price of the Fund’s shares.

The 40 Act Funds have adopted a distribution plan under Rule 12b-1 of the Investment Company Act for Class N Shares that allows the Funds to pay distribution and/or service fees for the sale and distribution of Fund shares, and for services provided to shareholders. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual Rule 12b-1 fee for Class N Shares of the Fund is 0.25%. To determine if the 40 Act Fund is an appropriate investment for you, carefully consider the funds’ investment objectives, risk, and charges and expenses. This and other information can be found in the 40 Act Funds’ prospectus, and if available, the summary prospectus, which can be obtained by visiting www.Redwheel.com. Please read the prospectus, and if available, the statement of additional information, carefully before investing.

D. Timing of Fee Payments As described above, Management Fees for the Funds are generally paid monthly or quarterly in arrears, and Management Fees for the Managed Accounts are generally paid in accordance with each Managed Account’s investment management agreement. Accounts initiated or terminated during the relevant periods will be charged a pro-rated Management Fee.

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E. Payments to Supervised Persons

Generally, neither Redwheel nor any of its supervised persons will accept compensation for the sale of securities or other investment products. However, supervised persons and related sales personnel may be internally compensated for successful marketing or selling activities with respect to shares in the 40 Act Fund.

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A. Methods of Analysis and Investment Strategies The descriptions set forth in this brochure of specific services that Redwheel offers should not be understood to limit in any way Redwheel’s activities. Redwheel may offer any services, engage in any activity and make any advisory decision, including any not described in this brochure, that Redwheel considers appropriate or necessary in the fulfillment of its fiduciary obligation or that it believes is in the best interests of its Clients. The investment strategies pursued by each Client are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. This brochure does not contain a complete set of risk parameters; please refer to the offering memoranda for a comprehensive list. The Firm’s mission is to achieve the objectives set forth by the Clients. For the majority of Redwheel’s Clients, the Firm utilizes strategies, which include investing in developing economies and less established world markets (i.e., frontier and emerging markets) and a long/short U.S. equity strategy. The Firm believes that its global perspective, in combination with its knowledge of local markets, allows its investment teams to identify the natural growth opportunities existing in world markets and that an active investment style driven by extensive research and risk management can exploit the many inefficiencies that exist in certain markets. In analyzing an investment, Redwheel’s investment teams will generally take into consideration technical market factors, quantitative analysis and qualitative research. Redwheel will seek to implement the strategies that it believes provide the best risk-adjusted return potential for the applicable Client. B. Types of Risks Listed below are some of the risks that will be associated with a Client investment. The following explanation of certain risks is not exhaustive, but rather highlights some of the more significant risks involved in the Clients’ investment strategies. For a complete explanation of each Client’s relevant investment strategies and their associated risks, investors should review the relevant offering memoranda or investment management agreement, which may contain additional explanations of strategies, risks and other related details not discussed below. General Investment Risk: All investments are subject to risk, including the possible loss of principal invested. Past performance does not guarantee future results and there is no guarantee that any particular asset allocation, or mix of funds, or any particular mutual fund, will meet Clients investment objectives or provide Clients with a given level of income. Key Person Risk. Management of client assets is heavily reliant on key individuals(s). Should any of these individuals leave Redwheel, the organization may suffer adversely from the loss their expertise. While Redwheel has taken reasonable steps to mitigate the negative impact this may have, such risk cannot be avoided entirely. Counterparty Risk. Some of the markets in which the Clients may effect transactions are “over-thecounter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Clients to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Clients to suffer a loss. Such “counterparty risk” is

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accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Clients have concentrated its transactions with a single or small group of counterparties. The ability of the Clients to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Clients. Event Driven Investing. Event driven investing requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company's financial instruments. If the event fails to occur or it does not have the effect foreseen, significant losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Firm had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Client of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which can often result in litigation to enjoin the proposed transaction; (ii) intervention of a regulatory authority; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable governmental or quasi-governmental securities laws; and (vii) inability to obtain adequate financing. In the case of announced transactions, the risk/reward profile of the Client’s strategy will be asymmetric in that the Firm anticipates incurring substantially greater losses on failed transactions than the gains it anticipates recognizing on consummated transactions. Because of the inherently speculative nature of event driven investing, the results of the Client’s operations may be expected to fluctuate from period to period. Accordingly, shareholders should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Control Issues. Although the Firm may seek protective provisions (including, possibly, board representation) in connection with certain of its investments, to the extent a Client takes minority positions in companies in which it invests, the Firm may not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect its position in such companies. Shareholder Activism. From time to time, the Firm may adopt an activist approach to a Client’s investments as a means to improve corporate governance and transparency and to increase shareholder value generally and the valuation of the Client’s holdings in particular. This may include actively seeking to change governance at portfolio companies by initiating proxy battles; filing legal actions in local and international courts, where appropriate; publicizing corporate problems via local and international media; and otherwise bringing pressure to bear on company management to make changes that the Firm believes maximize shareholder value. This strategy presents a risk of retaliation against the Firm or its members and officers and affiliates by target company management or other interested parties who are impacted by this shareholder activism. This retaliation may include, but is not limited to counter lawsuits or other judicial claims, bureaucratic harassment, technological interference, spurious tax inquiries and other means of intimidation. The Client may invest in jurisdictions with weak government institutions and courts, high levels of bureaucratic corruption and historically fragile property rights. Concentration of Investments. Some of the Clients may not be diversified. The Clients may at certain

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times hold relatively few investments or be invested in few industries, companies, instruments or markets. The Clients could be subject to significant losses if it holds a large position in a particular investment that declines in value or is otherwise adversely affected, including default of the issuer. Illiquid Portfolio Instruments. The Clients may invest part of its assets in illiquid investments. The Clients may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. An investment in a Client is suitable only for certain sophisticated investors who do not require immediate liquidity for their investments. Business Dependent upon Key Individuals. The success of the Clients may be significantly dependent upon their portfolio manager. Any future unavailability of the portfolio manager’s services could have an adverse import on the performance of the Clients. Portfolio Turnover. Turnover of some Clients’ investments may be higher than the average for other more traditional portfolios and accordingly the level of commissions paid and other transaction costs are likely to be higher than average. Rehypothecation of Assets. Each of the Clients’ prime brokers (detailed in the Form ADV to which this brochure is supplement) and/or their affiliates may borrow, lend or otherwise use the Clients’ money, investments and other assets for its or their own purposes and may take such investments as collateral. Such assets will cease to be the property of the Clients and in the event of an insolvency of the relevant prime broker or affiliate may be available to creditors of that prime broker or affiliate. As a result, the Clients may not be able to recover such assets in full. Lack of Segregation of Assets. Investments and other assets taken by the prime brokers as collateral will cease to be the property of the Clients and may be available as a result to the creditors of the relevant prime brokers. Accordingly, such assets may be exposed to the creditworthiness of the prime brokers, which could ultimately result in loss to the Clients. Leverage and Financing Risk. The Clients expect to leverage capital when the Firm believes that the use of leverage may enable the Clients to achieve a higher rate of return. Accordingly, the Clients may pledge its assets in order to borrow additional funds from dedicated credit and banking facilities for investment purposes. The Clients may also leverage its investment return with exchange-traded derivative instruments. The amount of borrowings and other forms of leverage which the Clients may have outstanding at any time may be substantial in relation to its capital. Investments made by the Clients may also contain a significant amount of inherent leverage. While leverage presents opportunities for increasing the Clients’ total return(s), it has the effect of potentially increasing losses as well and generally increases the volatility of the net asset value. Accordingly, any event which adversely affects the value of an investment by the Clients would be magnified to the extent the Clients are leveraged. The cumulative effect of the use of leverage by the Clients in a market that moves adversely to the Clients’ investments could result in a substantial loss which would be greater than if the Clients were not leveraged. The Clients will also be subject to interest costs associated with this leverage and should investment income and gains earned on investments made through the use of leverage be lower than these interests costs, the net asset value would decrease more rapidly than if the Clients were not leveraged. On a winding up, as shareholders rank for repayment after all creditors, they may not get back their full investment if, having redeemed their shares, there are insufficient funds to discharge creditors.

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Read the rest in the brochure

As further described in Item 4 of this brochure, Redwheel provides discretionary investment advisory services to the Funds which operate as exempt investment companies under Section 3(c)(7) of the Investment Company Act. Interests in the Funds will be limited to individuals and entities that meet the criteria of (i) “qualified purchasers” as defined by the Investment Company Act; or (ii) “qualified clients” as defined by Rule 205-3 under the Advisers Act. Prospective investors should refer to the applicable Fund’s offering memoranda for complete information regarding the minimum investment requirements for participation in each of the Funds. Typically, Redwheel requires a minimum investment amount, although the Funds’ board of directors maintains discretion to individually waive, increase or reduce the minimum investment required. For certain of the Funds, the minimum investment required by Redwheel varies based on the type of share class the investor wishes to invest in; the minimum investment required across all share classes in these Funds is detailed in the offering memoranda. Redwheel also provides discretionary advisory services to institutional investors and other pooled investment vehicles (including registered investment companies and undertakings for the collective investment of transferable securities (“UCITS”)) through Managed Accounts. The Firm may impose minimum account requirements on Managed Accounts, which would be described in the written investment management agreement entered into by and between the Firm and the Managed Account. Redwheel provides portfolio management services to the 40 Act Fund. Redwheel has entered into an advisory agreement with the Advisors’ Inner Circle Fund III (“SEI”) to provide such services for the Ecofin Global Renewables Infrastructure Fund. The 40 Act Funds may utilize similar investment strategies as other Funds and may impose different minimum requirements and fees across different share classes, all of which are described in the fund’s prospectus and other disclosure documentation.

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Redwheel and its affiliates will receive an Incentive Allocation from certain of its Clients. The aggregate amount of such Incentive Allocation shall be allocable from net capital appreciation of the applicable Client. Any Incentive Allocation shall reduce such Client’s net asset value. Any performance fees charged by Redwheel will comply with the requirements of Section 205 of the Advisers Act and all applicable rules thereunder. The use of an Incentive Allocation may create an incentive for the Firm to select investments which are riskier or more speculative than would be the case in the absence of such fees. As such, Redwheel has implemented internal controls to address the potential for any conflicts associated with performance-based fees and varying fee structures.

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A. Broker-Dealer Registration Status Neither Redwheel nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. CFTC Registration Status Neither Redwheel nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Industry Relationships Material to Advisory Business RWC Asset Advisors (US) LLC a limited liability company located in Miami, Florida, is an affiliate of the Firm registered with the SEC. Redwheel primarily provides investment advisory services to pooled investment vehicles on a discretionary basis. Redwheel also provides discretionary and non-discretionary investment advisory services to separately managed accounts. Redwheel also acts as investment manager to an SEC Investment Company Act of 1940 registered mutual fund. The principal owner of Redwheel is RWC (US) LLC, which is owned by RWC Partners. RWC Singapore (Pte) Limited (“RWCPTE”), a private limited liability company incorporated in Singapore is also an affiliate of the Firm. RWCPTE is a fund management company that has been granted a capital markets services license by the Monetary Authority of Singapore. The principal owner of RWCPTE is RWC Partners. Additionally, Redwheel Management Limited, a private limited liability company incorporated under the laws of England and Wales, is also an affiliate and direct owner of the Firm. Redwheel Management Limited controls RWC Asset Management LLP, and the Firm and provides them with operational support, resources and services, which include legal, compliance, IT, finance and risk management. Redwheel has entered into an agreement with SEI to provide the infrastructure for the 40 Act Fund. Services provided by SEI include, but are not limited to, governance, legal, compliance and operational infrastructure Further, certain of Redwheel’s investment professionals may serve in some capacity for other investment or non-investment related companies. These relationships may include as an advisory board member for an unaffiliated investment manager, as well as potentially hold seats of a board and a supervisory board of unaffiliated publicly traded companies which one of the Funds also has holdings in. Redwheel has adopted policies and procedures designed to detect and mitigate potential conflicts of interest that may arise as a result of these outside business activities. By virtue of these potential outside positions, Redwheel’s professionals may be privy to certain material non-public information, which may not be disclosed or acted upon due to confidentiality and/or legal restrictions. Redwheel seeks to ensure that any such conflicts of interest are handled in the best interest of Clients. D. Materials Conflicts of Interest Relating to Other Advisers Redwheel will not recommend or select other investment advisers in exchange for direct or indirect compensation from those advisers that creates a material conflict of interest.

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A. Code of Ethics The Firm has adopted a Code of Ethics (the “Code”) to comply with Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company act which sets forth standards of business and personal conduct for all Redwheel employees. The Code is predicated on the basic idea that employees of Redwheel will adhere to certain ethical and fiduciary standards and will conduct their affairs in accordance with the principles of professionalism, integrity, honesty and trust. The Code establishes policies and procedures that are reasonably designed to: (i) prevent fraud and improper personal trading; (ii) identify circumstances that may result in an actual or potential conflict of interest or the appearance thereof; and (iii) provide a means to resolve such conflicts. Investors and prospective investors may request a copy of the Code by contacting Redwheel at the address or telephone number listed on the first page of this brochure. B. Securities in which the Firm or Related Persons have Financial Interest Redwheel may recommend securities in which it and/or its affiliates directly or indirectly have a financial interest. All transactions made by employees are closely monitored on an ongoing basis by the Compliance Department to ensure pre-clearance has been sought and obtained when required, and to ensure the personal trading patterns of employees fall within the guidelines set forth in the Code. Personal trading transactions by employees may raise potential conflicts of interest when such persons trade in a security that is owned by, or considered for purchase or sale for, a Client. The Firm has adopted policies and procedures designed to detect and prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for Clients in a manner that is consistent with its fiduciary duty to its Clients and in accordance with applicable law. C. Securities in which the Firm or Related Persons Recommend to the Funds The Firm, its principals, employees and affiliates may trade securities for their own accounts. It is possible that principals, officers or employees of the Firm may buy or sell securities that the Firm has recommended to Clients and may engage in transactions for their own accounts in a manner that is inconsistent with the Firm’s recommendations to a Client. The Firm addresses this conflict by implementing those policies and procedures described above.

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Redwheel is authorized to determine the brokers or dealers to be used for each securities transaction over which it has investment discretion. Transactions will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Firm and/or certain other accounts, but not beneficial to all accounts. Subject to best execution, in selecting brokers and dealers (including prime brokers and custodians) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Firm may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. 1. Research and Other Soft Dollar Benefits

Redwheel conducts unbundled trades. Research commissions are collected alongside execution costs through Commission Sharing Agreements (CSA) or Research Payment Accounts (RPA) with brokers, while trades executed without CSA or RPA brokers incur execution-only rates. In all scenarios, the provision of external equity research is contingent upon our ability to meet best execution obligations for clients, as well as our responsibilities under Section 28(e) of the Securities Exchange Act of 1934. To qualify for payment via an RPA, research services must adhere to the FCA’s eligibility criteria. The research should inform perspectives on financial instruments, assets, or issuers, explicitly or implicitly recommend an investment strategy, and provide a substantiated opinion on the current or future value or price of these instruments or assets. Additionally, it should contain original analysis and insights that lead to conclusions based on new or existing information, contributing valuable input for investment strategies and enhancing the investment firm's decision-making on behalf of clients. Research is procured for the benefit of Redwheel’s clients by managers and analysts responsible for specific strategies and portfolios. A budget for each team is determined using a standardized approach outlined in the Research Policy. This budget is created by the relevant desk head in collaboration with the Head of Investments and is reviewed quarterly. Redwheel ensures that the utilization of client dealing commissions for research purchases complies with applicable principles and regulations, as well as our internal policies and procedures 2. Brokerage for Client Referrals The Firm does not consider the prospect of receiving, or the receipt of, client referrals when selecting or recommending broker-dealers for client securities transactions. 3. Directed Brokerage

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Generally, it is the policy of Redwheel to not permit clients or investors to direct brokerage. However, Redwheel may permit Managed Accounts to direct the Firm to execute transactions through a specified broker-dealer. Such arrangements may put restrictions on the Firm with respect to the selection of brokerdealers for certain or all transactions. In these cases, the commission rates or other transaction prices and costs may be higher or lower than what the Firm may have been able to obtain in the absence of such restrictions. 4. Aggregated or “Bunched” Orders It is Redwheel’s practice, where possible, to aggregate Client orders for the purchase or sale of the same security submitted contemporaneously (or near the same time) for execution using the same executing broker. Redwheel will also aggregate in the same transaction, the same securities for Clients where RWC has brokerage discretion. Such aggregation may enable Redwheel to obtain for Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. In cases where trading or investment restrictions are placed on a Client, Redwheel may be precluded from aggregating that Client’s transaction with others. In such a case, the Client may pay a higher commission rate and/or receive less favorable prices than Clients which are able to participate in an aggregated order. Where the Client or its affiliate is the natural counterparty for trade execution for a strategy and the Client mandate would be involved in the aggregate trade, Client would trade behind the aggregate order in the event such a restriction is imposed on their account.

5. Cross Trades Where it is permitted by law, and in the best interests of both clients, Redwheel can decide to cross securities from one client to another. These trades are executed via external brokers at an independently determined market price and usually at lower than normal broker commissions. We will receive no fees for such transactions. ERISA plan clients and 1940 Act Investment companies cannot participate in cross trades. Please also refer to the cross-trading disclosures in the relevant fund offering documents.

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A. Economic Benefit for Providing Services to Non-Clients The Firm will not receive an economic benefit from non-Clients for providing investment advice or other advisory services to the Clients. B. Compensation to Non-Supervised Persons for Client Referrals Neither Redwheel nor any related person will directly or indirectly compensate any person who is not a supervised person for Client referrals. However, Redwheel may, from time to time, use RWC Partners for investor referrals into the Funds. RWC Partners is not compensated as a placement agent by Redwheel. Redwheel may delegate certain of its placement agent duties to a third party placement agent. Such third party placement agent is not compensated by Redwheel or the Funds.

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Neither Redwheel nor any of its management persons have been involved in any legal or disciplinary events that are material to a Client, investor, prospective Client or prospective investor’s evaluation of the Firm’s advisory business or the integrity of its management.

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A. Review of Client Accounts Each Client’s portfolio will be frequently monitored and reviewed by Redwheel and its portfolio managers. The review will include monitoring the daily profit and loss, net asset value calculations and trade reconciliations performed by each Client’s administrator. B. Factors that May Trigger a Review of Client Accounts A review of a Client, other than described above, may also be triggered by changes in market conditions, change of security positions, changes in investment objectives or policies or capital inflows/outflows, among other reasons. C. Content and Frequency of Reports Audited financial statements will be provided to applicable investors in the Funds, generally within 120 days of the end of a Fund’s fiscal year as required by Rule 206(4)-2 under the Advisers Act. Capital statements will be provided to Fund investors on at least a quarterly basis. Managed Accounts receive ongoing written reports consistent with the applicable investment management agreement or other governing documents.

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Under Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), related persons of Redwheel who act as a general partner, managing member or in other similar capacities to the Funds would be deemed to have custody of Funds’ assets. In accordance with the Custody Rule, Redwheel’s Head of Operations is responsible for ensuring that the Funds’ securities are held only with a qualified custodian. Redwheel’s Chief Financial Officer is responsible for arranging for annual independent audits of the Funds by a qualified accounting firm within 120 days of the Funds’ fiscal year end and for obtaining audited financial statements prepared in accordance with GAAP. When applicable, Redwheel arranges for the delivery of such audited financial statements to investors of the Funds within 120 days of the Funds’ fiscal year end. Redwheel does not have custody over the assets of its Managed Accounts.

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Pursuant to the Funds’ offering memoranda, and in accordance with the investment management agreements entered into by the Firm with such Funds, Redwheel is granted complete investment authority with respect to the types and amounts of all securities bought and sold by the Funds. The Firm will buy and sell securities and other instruments for the Funds on a discretionary basis in a manner consistent with each Fund’s stated investment objectives and restrictions. Redwheel is granted investment authority with respect to the types and amounts of securities sold or purchased by or on behalf of the Managed Accounts over which the Firm has been granted discretionary authority, and such discretion will depend on the terms of such Managed Account’s respective investment management agreement. With respect to Managed Accounts over which the Firm does not have discretionary authority, such Managed Account will determine the types and amounts of securities sold or purchased on its behalf.

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Redwheel has adopted proxy voting policies and procedures to ensure that any proxy voted on behalf of the Clients is voted in a manner which is in the best interests of its Clients pursuant to Advisers Act Rule 206(4)-6. Redwheel has authority to vote certain of its Clients’ securities over which it has investment authority. As such, the Firm has adopted proxy voting policies and procedures (“Proxy Voting Policy”) in accordance with Rule 206(4)-6 of the Advisers Act. The Proxy Voting Policy is designed to vote proxies in the best interests of the Clients. In carrying out this responsibility, Redwheel and relevant personnel are obligated to: (i) know each affected Client; (ii) review each proxy and the related materials; and (iii) determine what vote represents such Client’s best interests. To assist the Firm in understanding and analyzing a specific proxy issue, Redwheel personnel may utilize outside research, information and/or services, but ultimately Redwheel is responsible to vote each proxy in the best interest of each Client. Clients and investors can reserve the right to vote their own proxies. The Proxy Voting Policy is designed to ensure that Client proxies are properly voted, material conflicts are avoided, and fiduciary obligations are fulfilled. Because Redwheel personnel are discouraged from engaging in any material business other than providing investment management services to Clients, it is highly unlikely that any specific Client proxy will result in a material conflict of interest between Redwheel or any Redwheel personnel and any Client. In the unlikely event that Redwheel or any of its personnel has a material conflict with a Client in connection with the voting of proxies, as determined by the Firm, in its sole discretion, Redwheel shall (i) prohibit any conflicted Redwheel personnel from participating in and/or having any influence on Redwheel’s evaluation of the proxy vote; (ii) vote in accordance with the proxy voting recommendations of a majority of such Clients; or (iii) follow the proxy voting recommendations of an independent third-party proxy voting specialist. Clients or investors may obtain information about how the Firm has voted proxies and/or a copy of the Proxy Voting Policy by contacting the Chief Compliance Officer at the telephone number on the cover of this brochure.

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A. Redwheel will not require or solicit prepayment of more than $1,200 in fees per Fund, six months or more in advance and therefore has not included a balance sheet. B. Redwheel does not believe that there are any conditions that are reasonably likely to impair its ability to meet contractual commitments to the Clients.

C. Redwheel has never been the subject of a bankruptcy petition.

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