Infrared Capital Partners Limited: investment adviser

IRCPL was previously notified to the SEC as an Exempt Reporting Adviser and is authorised and regulated by the UK Financial Conduct Authority. IRCPL is a UK investment manager whose principal place of business is in London, UK. Overview of the Firm’s Investment Advisory Services IRCPL provides discretionary management services to a number of non-US pooled investment vehicles (“Funds”), coinvestment opportunities and separately managed accounts. The Firm also provides discretionary investment management services to several funds listed on the London Stock Exchange (“Listed Vehicles”). Together the Funds, co-investments vehicles, separately managed accounts and Listed Vehicles are referred to herein as the Firm’s “Clients”. The Firm’s Clients are offshore vehicles, with the exception of one US based private fund. A limited number of the Firm’s Clients are offered to US investors. The Firm provides discretionary investment management services relating to infrastructure investments primarily within the following sectors:

Energy transition and circular economy Communications and digital infrastructure Social and transport infrastructure

The Firm’s management and advisory services consist of identifying and evaluating investment opportunities, negotiating the terms of the investment, managing and monitoring investments and achieving dispositions for such investments. The Firm’s affiliate, InfraRed Capital Partners (US) LLC (“IRCPL US”), provides non-discretionary advisory services relating to certain assets based in North America and is separately registered with the SEC as an investment adviser. IRCPL’s advisory services are detailed in the relevant private placement memoranda or other offering documents, investment management agreements, limited partnership or other operating agreements or governing documents (also referred to “Offering Documentation”). The Firm does not generally tailor its advisory services based on its analysis of the individual needs of underlying investors in the Funds, co-investments vehicles or Listed Vehicles, although side letters or similar agreements may be entered into. Where the Firm provides investment management and advisory services to separately managed accounts, these services are provided in accordance with negotiated guidelines and restrictions regarding investments and other investment criteria. These guidelines and restrictions are reflected in the relevant Offering Documentation between the Firm and the relevant Client.

Assets under Management As at June 30, 2025, IRCPL’s regulatory assets under management (”RAUM”), which include discretionary and purely advisory assets, were $14,299,554,516. IRCPL did not have RAUM attributable to non-discretionary advisory services.

Expenses and other costs Clients will bear all fees, costs and expenses incurred in connection with the establishment of the investment vehicle as well as the ongoing operation, administration, management, maintenance, termination and/or liquidation of the vehicle and intermediate holding (or similar) entities, including the general partner or carried interest partner. All fees, costs and expenses, plus any applicable taxes, related to the sourcing, making, holding and divesting of investments and the ongoing operations, including associated financing arrangements and sources, third-party due diligence providers, data and research providers and similar service providers, expert networks, legal, audit and tax expenses, are borne by the relevant Client. Investments typically require extensive due diligence, legal, and other costs prior to their consummation and may be subject to broken deal expenses if they are not consummated. A Client will pay any fees, costs, and expenses incurred in developing, investigating, negotiating, or structuring any investment opportunities it pursues, whether or not such investments are ultimately consummated, including investments pursued by IRCPL or an affiliate. As applicable, Clients will bear the cost of brokerage, sale, custodial, depository services as well as costs relating to the convening of investors or the relevant Advisory Committee. In addition, Clients will bear the cost for including marketing activities and distribution of interests, including but not limited to costs of appointing a local intermediary or paying agent, fees, costs and expenses incurred in respect of registrations and filings to regulatory authorities and governmental bodies related to the offering and sale of interests in that country, state or province. Clients can also be expensed the costs for compliance reporting and filings as well as tax reporting. The general partner of a Client structured as a fund, IRCPL and its respective affiliates will, save as provided in the relevant Offering Documentation, be responsible for their own office costs and the remuneration costs of their respective personnel, and all costs relating to obtaining any licenses, authorisations, registrations, qualifications or exemptions which are necessary for the performance of investment management and/or advisory services by IRCPL persons in connection with the Client. Similarly, Clients will not be required to compensate placement agents utilised by the Firm. IRCPL is permitted to charge back certain costs and/or charge additional fees to the Clients in certain circumstances which are disclosed to the investors prior to investment. Clients should refer to their respective Offering Documentation for a complete understanding of fees and expenses.

The Firm generally views incentive-based compensation (including house and staff co investment) as a way of aligning its interests with those of its Clients, but has adopted policies and procedures to mitigate potential conflicts in this area, including the processes around the allocation of investments between Clients with similar investment strategies. The Firm seeks to treat its Clients in a fair manner. IRCPL may simultaneously manage multiple Clients according to the same or a similar investment strategy. In these situations, investment decisions for each Client will be made independently and with reference to the Firm’s allocation procedures which take into account factors such as target performance, liquidation as well as the duration of the respective mandates. The Firm is aware that there may be Client restrictions which result in different portfolio compositions. As a result, although the Firm manages accounts with similar or substantially identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ between Clients.

Where relevant, the Offering Documentation for each specific Fund contain detailed information concerning the relevant minimum initial and additional investment requirements. Certain Funds may waive or amend investment requirements, including the minimum investment amount, for certain investors. The Firm is not currently offering primary issuance in respect of the Listed Vehicles. For co-investment vehicles and separately managed accounts, the minimum level of investment is determined on a caseby-case basis.

The Firm’s focus is on a wide range of assets, including investments in public-private partnerships (“PPPs”), operating companies, and growth platforms that create new infrastructure. Target sectors include digital, transportation, and social infrastructure, offshore wind, water, energy enabling infrastructure and electricity. IRCPL offer a range of both value-add and core strategies – all targeting essential, high-quality, mid-market infrastructure that we believe is central to the functioning of societies in developed economies around the world.

Value-add: Capital gain focused strategies are exit driven, seeking to deliver attractive risk-adjusted returns. We identify early-stage opportunities to drive value through developing, constructing, commissioning, and operating infrastructure assets and platforms. Core: Core focused strategies – utilising both listed and private capital – aim to produce long-term, stable returns with positive inflation correlation. IRCPL puts significant emphasis on the construction of our portfolios to create sector and geographic diversification.

IRCPL believes that the principles of environmental, social and corporate governance and sustainability investing are fundamental drivers of long-term investment performance. Fund investment strategies and investment policy are set out in the respective Offering Documentation. Summary of Investment Approach The investment process includes the following stages:

Sourcing: The Firm and its affiliates source investments from a combination of the relationships that individuals have built up over a number of years as well as from the Firm’s global presence and positioning, which provides access to deal sourcing through local market relationships, advisers, partnerships and networks. Origination and screening: New opportunities are screened for quality and compliance with a Client’s investment policy, as well as other factors, such as diversification and overall robustness of the proposition. Review processes may include examination of business plans, the corporate acquisition structure, financing terms, acquisition budget, and counterparty due diligence and sustainability considerations. Due diligence, tender and pre-commitment: Each Client has a designated Investment Committee focussing on the relevant Client’s investment objectives. On Investment Committee approval to proceed, further due diligence is undertaken, including – but not limited to - counterparty checks, credit and performance risk assessment as well as sustainability checks, with the process culminating in presentation of investment recommendations to the relevant Investment Committee. Due diligence may include the use of external professional expertise including engineering and/or technical consultants, environmental/sustainability consultants, accountants and tax advisers, financial modelers, legal advisers, and insurance experts. All investment evaluations are supported by financial modelling. Investment Approval and commitment: Transactions approved by the relevant Investment Committee and other relevant signatories, is following completion be managed by a dedicated internal asset management or platform team. Governance and oversight of Client portfolios is undertaken by the Investment Committee.

Following completion of an investment, the asset delivery process begins, with the asset management and portfolio management teams seeking to deliver outperformance from the portfolio through value enhancements identified in the investment process. These may be achieved through cost reduction; developing and implementing efficiencies across the portfolio, in particular by leveraging economies of scale; exploring opportunities to add new revenues within existing portfolio companies; de-risking future cash flows and driving efficient financial management.

IRCPL seeks to ensure that portfolio companies perform in line with the relevant contractual obligations and/or regulatory frameworks and that they deliver the forecast base case investment return. The Firm focuses on active oversight of portfolio companies, usually through board representation; building relationships with key portfolio counterparties; facilitating and/or driving resolution of operational issues, including disputes; and promoting sustainability awareness. Regular board meetings, site visits and on-going dialogues with key stakeholders are part of this active management process. The portfolio management team focuses on monitoring financial performance of each investment, improving cash efficiency and minimizing cash drag on returns; managing the valuation process; and implementing prudent financial management practices. Risk of Loss Investing in infrastructure assets involves risk of loss that investors should be prepared to bear. There is no assurance that a Client’s investment objectives will be achieved or that the Firm’s investment strategies will be successful. The following list of risk factors do not purport to be a complete enumeration or explanation of the risks involved in an investment with IRCPL. Prospective investors are urged to consult their professional advisers and review any Offering Documentation before deciding to make an investment. Dependence on Key Individuals. The ability of the Client to achieve its investment objective depends to a high degree on the managerial experience of the management and investment teams within IRCPL. Risks of Less Established Companies. Funds may invest in smaller, less established companies, assets or projects. Investments in such entities may involve greater risks than are generally associated with investments in more established entities. Less established companies tend to have lower capitalisations and fewer resources, and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. There can be no assurance that any such losses will be offset by gains (if any) realised on the Fund's other assets. Such companies may have a greater variability of returns, and a higher risk of failure, than more established companies. Infrastructure Asset Business and Operating Risks. Investment in infrastructure assets involves several business related risks. Project revenues can be affected by a number of factors including economic conditions, political events, competition, regulation and the financial position and business strategy of customers. In addition, operating costs can be influenced by a wide range of factors, many of which may not be under the control of the owner/operator, including the breakdown or failure of equipment or processes, labour disputes, industrial accidents and the need to comply with the directives of central and local government authorities. Deregulation, privatization, technological change, and market volatility in the power industry has created a much less stable sector with substantially greater variability of company performance. Other unanticipated changes can include demographic changes, increasing fuel prices, government macroeconomic policies, tariff and other fee rates, social stability, technical obsolescence, natural disasters (such as fire, floods, earthquakes and typhoons), changes in weather, changes in demand for products or services, changes in government incentives and grants, defective design or construction, bankruptcy or financial difficulty of a major customer, acts of war or terrorism and other unforeseen circumstances and incidents. These could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. In addition, there may be risks associated with the nature of investments, such as investing in rapidly evolving sectors such as renewable energy which can be impacted by geographic, meteorological, technology and construction related factors, as well as governmental policies or regulatory frameworks. Investment in unquoted companies. Investments in unquoted companies are intrinsically riskier than in quoted companies as unquoted companies may be smaller, more vulnerable to changes in markets and technology and dependent on the skills and commitment of a small management team. Investments in unquoted companies can be difficult or impossible to realise. Prior to making investments, the Firm will undertake due diligence, but there can be no assurance that the Firm will be able to detect or prevent all risks, irregular accounting, employee misconduct or other

fraudulent practices during the due diligence phase or during its efforts to monitor its portfolio investments on an ongoing basis. In the event of fraud or other criminal behaviour by any portfolio company or any of its affiliates, the applicable Client may suffer a partial or total loss of capital invested in that portfolio company. In addition, investments are subject to the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. IRCPL relies upon the accuracy and completeness of representations and warranties made by portfolio companies when making investments but cannot guarantee such accuracy or completeness. Control or Minority Stakes. Investments made by the Firm may see Clients assume control positions in certain investee companies. The exercise of control over an investee company imposes additional risks of liability, including but not limited to, liability for environmental damage, failure to supervise management, tax, criminal liability, violation of government regulations and other types of liabilities in respect to the limited liability generally characteristic of business operations may be ignored. In addition, Clients may also hold minority positions in certain investee companies or acquire securities that are subordinated vis-à-vis other securities, as to economic or management rights or other attributes. Majority or other shareholders may have rights that differ to those of a Client and a Client may not have day to day control or an ability to control decision making in respect of certain matters. Therefore Clients may have limited ability to protect their interests effectively. Target Returns. Whilst the Firm believes that the assumptions upon which such targeted returns for the relevant Client are based are reasonable, such targeted returns are not necessarily a valid guide to future performance and the actual returns of the Fund may differ from any of the performance targets provided to investors. Limited number of Investments. Certain portfolios will participate in a limited number of investments. Whilst the Firm looks to diversify portfolios, where possible, investments may be concentrated in a limited number of sectors. If this occurs, the aggregate return of the respective portfolio may be materially and adversely affected by the unfavourable performance of even a single investment or sector. In particular, investments will be concentrated in the following sectors; energy transition, circular economy, communications, digital infrastructure, social and transport infrastructure. Instability, fluctuation, or an overall decline within such sectors may not be offset by investments in other sectors not similarly affected. In addition, because IRCPL is expected to only make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single investment will impact total returns. If certain investments perform unfavourably, then one or more of the other investments must perform very well to achieve attractive returns. There can be no assurance that this will occur. Long-term Investment. Investments may generate current income, the return of capital and the realization of gains. This will generally occur only upon the partial or complete disposition of such investment and it is expected that investments will not be sold until a number of years after initial commitment. In addition, the Firm may have a limited ability to extend the terms of certain Funds which then have to sell, distribute or otherwise dispose of an investment at a disadvantageous time. Illiquid investments. Investments may be highly illiquid. Depending on market conditions, investment may be difficult to liquidate or the Fund may be unable to do so at a profit. In addition, other shareholder, governmental or regulatory approvals may be required to dispose of an investment which may prohibit a sale for a period of time or impact the value at which an investment may be realised. Returns and the timing of any cash distributions to investors is uncertain and unpredictable. Valuation. The valuation of illiquid securities and other assets is inherently subjective and subject to increased risk that the information utilised to value such assets or to create the price models may be inaccurate or subject to other errors. In addition, valuations rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods, market conditions at the time of such valuation and/or any anticipated disposition of assets, legal and contractual restrictions on transfers that may limit liquidity, tax and regulatory framework and other items. Valuations are generally determined by IRCPL and these valuations should be considered as subjective (unless it has

been indicated that they have been audited or verified by an independent third party). There can be no assurance that investments will ultimately be realised for amounts equal to, or greater than, these valuations, or that the past performance information based on such valuations will accurately reflect the realisation value of such investments. The value of investments may fall as well as rise and an investor may not be repaid the total amounts previously drawn down from it. Past performance is not indicative of future performance and cannot be relied upon. The value of a portfolio may also be affected by any changes in accounting standards, policies, or practices as well as general economic, political, regulatory and market conditions and the actual operations of portfolio investments, which are not predictable and can have a material impact on the reliability and accuracy of such valuations. Counterparty Default. There is a risk that counterparties may default on their contractual obligations to a Client or its investments. Infrastructure assets can have a narrow customer base and should any of the customers or counterparties fail to pay their contractual obligations, significant revenues could cease and become irreplaceable. Any such counterparty default would be likely to have an adverse effect on the value of the investments and on the returns to investors. Currency Risk. Changes in rates of exchange may therefore have an adverse effect on the value, price or income of the investments in Client portfolios. Leverage and Financing Risks. The Firm or an affiliate anticipates borrowing funds or otherwise employing leverage in its investment program. Such leverage is expected to be achieved by borrowing funds from brokers, banks, and other lenders, including purchasing securities on margin, and using options, futures, forward contracts and equity swaps. Leverage generally magnifies both the opportunities for returns and the risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets, which is difficult to forecast accurately. During times when credit markets are unfavourable, it may be difficult to obtain, maintain, or retain the desired degree of leverage. When sufficient leverage is unable to be obtained, the number of investments that can be made may be limited. This could also have an adverse effect on the value and/or returns of the investments and could adversely affect performance. In some cases, it may not be possible to finalize the leverage for a particular investment before its acquisition. This may lead to situations where the financing gap may have to be bridged by a Funds. Additionally, Funds may be required to provide security to leverage providers, which could result in a higher risk exposure than originally intended. Leverage also often imposes restrictive financial and operating covenants on the borrower, in addition to the burden of debt service, and may impair a borrower’s ability to finance future operations and capital needs. Leverage may increase the risks associated with any deterioration in an investee company’s performance, competitive pressures, an adverse economic environment and/or rising interest rates. If an investee company is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or make regular dividend payments, the value of the investee company could be significantly reduced or even eliminated. Furthermore, should the credit markets be unfavourable at the time IRCPL determines that it is desirable to sell an investee company, the respective Client may not achieve an exit multiple consistent with its forecasts. Separately, the assets in which IRCPL invests may not be rated by a credit rating agency, which may make valuations of the debt component of an asset’s funding structure difficult. Additionally, indebtedness may bear interest at variable rates. Variable rate debt creates higher debt services requirements if market interest rates increase. Hedging Risk. The Firm may seek to minimise the risk of a decrease in the value of investment returns by using certain hedging strategies. The use of hedging strategies is a highly specialised activity and there can be no assurance that their use will achieve the intended result. Capital calls, use of subscription lines and asset backed facilities. The Firm may cause its investors to fund the making of investments (in addition to funding other fees, costs and expenses of the Fund) with proceeds from utilisations under one or more revolving credit facilities (the collateral for which can be, for example, one or more assets i.e. asset-backed facilities, or the undrawn commitments of investors, i.e. subscription lines) prior to calling undrawn Commitments from

investors. A Fund may hold such investments without repayment of such borrowings for such time as deemed appropriate by the Firm. The interest expense and other costs of any such borrowings will be borne by the Fund and, accordingly, may decrease net returns of the overall portfolio. Cybersecurity. The Firm and its Clients are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and unintentional damage or interruption in service. A cybersecurity breach could expose the Firm to substantial costs, civil liability, and regulatory inquiry and/or action. In addition, as the Firm does not directly control the cybersecurity systems of third-party service providers, there can be no assurance that the cybersecurity practices of these providers will protect the Firm or the Clients. Public Health Emergencies and Pandemics. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as COVID-19, have in the past impacted market volatility. Future pandemics and public health emergencies have the potential to materially impact economic activity in ways that are impossible to predict, all of which may result in significant losses to the Firm’s Clients. In addition, governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy of the Firm and Client investment objectives. In addition, the operations of the Firm itself may be significantly impacted, or even temporarily halted, as a result of government quarantine measures, restrictions on travel and movement, remote-working requirements and other factors related to a public health emergency. Similar disruptions may occur in respect of the Firm’s service providers and counterparties, which could also negatively impact the Clients. Volatility Caused by World Events. In recent years, world events such as trade wars, terrorism, natural disasters as well as political and social turmoil have resulted in substantial volatility in the financial markets, impacting the wider global economy as well as directly impacted countries. Similar events and resulting fluctuations could have a substantial impact on the performance of investments. Geopolitical Events. National elections can create substantial political and market uncertainty in the respective country as well as globally. Any such changes can significantly impact Clients and investments made for Clients. Specific legislative and regulatory proposals discussed election campaigns can also impact Clients and portfolio investments, including – but not limited to – changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, tax regulations, public company reporting requirements as well as antitrust regulations. The nature, timing and economic effects of potential changes to legal and regulatory frameworks affecting financial institutions can be highly uncertain. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions in respect of elections and international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe and the IRCPL’s investments. Use of Artificial Intelligence. The Firm and its affiliates entities may permit the use of artificial intelligence technologies, including generative artificial intelligence technologies, machine learning, data analytics and aggregation tools (collectively, “AI”), for certain purposes within the context of business and operations, including research related to prospective and current portfolio companies. The use of certain AI technologies, in particular generative AI, is still in its early stages, and ineffective or inadequate AI development or deployment by AI firms presents risks to the Firm and its Clients, and could result in unintended consequences. In addition, the use of AI may enhance cybersecurity risks and operational and technological risks, as any latency, disruption or failure in AI systems or infrastructure could result in errors in analyses and compromise the integrity, security or privacy of generated content. The technologies underlying AI and its use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws. As a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI.

The Firm has affiliates which provide intragroup services to us in respect of infrastructure management activities. Such affiliates are subject to a global compliance program. Certain access persons of IRCPL US are registered with FINRA and supervised as registered representatives of Sun Life Institutional Distributors (U.S.) LLC (“SLID”), a registered broker-dealer and member of FINRA, through Sun Life Financials’ indirect 100% ownership of SLID through which IRCPL is under common ownership. SLID markets private funds and limited partnerships managed by Sun Life Financial affiliated investment advisers of IRCPL. SLID is an affiliate of IRCPL and IRCPL US. Additionally, Sun Life, the ultimate parent company of IRCPL, has a variety of subsidiaries that are companies under common control with the Firm. The following Sun Life subsidiaries are investment firms that form part of SLC Management which is the institutional alternatives and traditional asset management business of Sun Life:

Sun Life Capital Management is an SEC registered investment adviser. Sun Life Capital Management (Canada) Inc. is an investment adviser and broker-dealer. Sun Life Institutional Distributers is a registered broker-dealer with an executed agreement with IRCPL to distribute Funds. SLGI Asset Management Inc. is an investment adviser and broker-dealer. Advisers Asset Manager Inc. is dually registered as an SEC registered investment adviser and a registered brokerdealer. BentallGreenOak (U.S) Limited Partnership is an SEC registered investment adviser advising private funds and separate account clients on real estate investments. BGO US Real Estate LP is an SEC registered investment adviser advising on real estate. BGO Capital (Canada) Inc. is a Canadian broker-dealer. BentallGreenOak Strategic Capital Partners LLC is an SEC registered investment adviser advising on real estate. Also reference BentallGreenOak (U.S) Limited Partnership. BentallGreenOak Real Estate US LLC, a registered broker-dealer, distributes private funds on behalf of Bentall GreenOak registered investment advisers. BentallGreenOak (Canada) Limited Partnership is a Canadian real estate manager. Crescent Capital Group LP is an SEC registered investment adviser advising clients on private credit. Crescent Cap Advisors LLC is an SEC registered investment adviser advising clients on private credit.

Crescent Cap NT Advisors LLC is an SEC registered investment adviser advising clients on private credit. Crescent Capital BDC, Inc. is an SEC exempt reporting adviser and a closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act.

One or more affiliates of Sun Life have made a commitment to the Clients and have entered into side letters granting the Sun Life affiliates certain rights to which some or all of the other Limited Partners are not expected to be entitled. Sun Life’s economic interests in respect of incentive fee arrangements distributions may differ substantially from the interests of the other Limited Partners, and the Sun Life affiliates’ interests in their respective capacities as Limited Partners may at times conflict with certain of the Sun Life affiliates’ or Sun Life’s entitlements. IRCPL and its affiliates can also have interests in Clients which are structured as Funds. The Firm will disclose to a Client its involvement, or that of a related person, as principal, investment adviser, or investor in any affiliated pooled vehicle which it is recommending to that Client. The Firm and its investment advisory affiliates, other than InfraRed Capital Partners (US) LLC, operate independent investment advisory processes. However, circumstances may arise where the interests of IRCPL differ from those of an affiliate in relation to the same fund or investment. Where such differences occur and are within the Firm’s control, the Firm seeks to identify, manage and, where appropriate, resolve any resulting conflicts of interest in accordance with the process described below. In addition, there may be instances where IRCPL effects a cross transaction or deploys, or realises capital involving one or more affiliates. In such cases, the Firm manages and addresses any associated conflicts of interest in line with its policies and procedures, as outlined below. Portfolio Companies, Board Directors and Memberships Pursuant to the Firm’s investment strategy and in the best interests of the Clients, employees, and affiliates of IRCPL, by virtue of the governing agreements that are negotiated with portfolio companies at the time of investment, will serve as directors, officers, or members on the boards of the portfolio companies invested in by the Clients. While the interests of a Client as a shareholder in a portfolio company generally align with the interests of IRCPL and its affiliates, where employees serve as directors, officers, or members of the portfolio companies, it is possible that IRCPL’s employee’s fiduciary duties to the portfolio company and its shareholders may conflict with the interests of the Client. Serving in such a capacity, there may be a conflict of interest between IRCPL, its employees and its affiliates and the Clients. The Firm and its affiliates may provide services directly or indirectly to portfolio companies (or their service providers) of the Funds and accounts it manages and be paid for such services. From time to time there may be fee or service arrangements relating to portfolio companies that may arise that could cause potential conflicts if such arrangements are entered into between portfolio companies and the Firm or its affiliates. Mitigating and Resolving Conflicts of Interests Potential or actual conflicts of interest will be resolved by IRCPL on a case-by-case basis considering the bests interests of the Clients, investors, and other relevant parties and in accordance with the Firm’s global policies. Additionally, many conflicts of interests will be resolved in a manner that is consistent with relevant Offering Documentation. The Firm has developed policies and procedures to manage potential conflicts arising from employee activities, including acceptance and provision of gifts and entertainment, outside business activities and personal account trading. The Firm has controls in place around the hiring of service providers, including those that may be affiliates of IRCPL. Certain Funds may have established Limited Partner Advisory Committees (comprised of investor representatives) which will be required to approve decisions where material conflicts of interest may arise. The Advisory Committee does not participate in the management of a Client.

The Firm’s Code requires all employees of IRCPL to attest and acknowledge that they have read and understood the Code and reaffirm such acknowledgment at least annually. Employees are prohibited from trading in their personal accounts or client accounts on the basis of material non-public information. Any matter which may involve material non-public information is required to be brought to the attention of the Compliance Team prior to any trading activity. The Firm maintains a “restricted list” that identifies any securities that cannot be purchased. A copy of the Code will be provided to any Client or prospective investor upon request by contacting compliance@ircp.com.

When transactions are time-sensitive or where price differentials are marginal, preference may be given to counterparties that are more likely to fulfil and settle a transaction. The Firm maintains a list of the counterparties upon which the Firm and/or its Clients places significant reliance for the execution of currency derivatives. Factors that affect the choice of counterparty include client specific restrictions (as applicable), execution and timely settlement, breadth of market coverage, financial strength and stability, clearing schemes and reputation. Use of soft dollars IRCPL does not have any soft dollar arrangements in place. Directed Brokerage The Firm generally manages the services provided to Clients on a discretionary basis, considering specific restrictions noted in the Offering Documentation. The Firm does not have any directed brokerage arrangements in place. Aggregation and Allocation IRCPL endeavours to act in a manner that it considers fair and reasonable in allocating investment opportunities among its Clients.

The Firm has an allocation procedure in place that sets out how investment opportunities should be allocated between Clients. If there is any dispute or a situation arises which is not covered below it will be referred to the Chief Compliance Officer.

With respect to equity securities held in both private and public companies, IRCPL generally votes in favour of proposals supported by and against proposals opposed by any member of the Board that was nominated or designated by the IRCPL or one of its affiliates, if there is such a director, unless IRCPL believes that the particular rights of the Client clearly would be better served by voting differently. In cases in which IRCPL does not have a nominated or designated member of the Board, IRCPL will make its determination on a case-by-case basis in a manner intended to promote the Client’s investment objective. In cases where IRCPL identifies a potential conflict of interest, an independent body will determine how to vote the proxy. Any such vote must be considered in the best interest of the Client. In making a proxy determination, the independent board or committee will take reasonable steps to insulate the voting determination from material conflict. In such cases, documentation of the conflict and the factors considered when voting are documented. For further information on proxy voting please contact compliance@ircp.com.