IMPAX ASSET MANAGEMENT, LTD.

Item 1. Cover Page Impax Asset Management Limited and Impax Asset Management (AIFM) Limited 7th floor 30 Panton Street London SW1Y 4AJ United Kingdom Tel: +44 (0) 20 3 912 3000 Fax: +44 (0) 207 434 1123 Email: complianceteam@impaxam.com 22 December 2025 Form ADV Part 2A Brochure This brochure provides information about the qualifications and business practices of Impax Asset Management Limited and Impax Asset Management (AIFM) Limited. If you have any questions about the contents of this brochure, please contact us at +44 (0) 203 912 3000 or by email to complianceteam@impaxam.com. The information in this brochure has not been approved or verified by the United Kingdom Financial Conduct Authority or by the United States Securities and Exchange Commission (the “SEC” or the “Commission”) or any other state securities authority. Impax Asset Management Limited and Impax Asset Management (AIFM) Limited are registered investment advisers with the SEC. Registration with the SEC does not imply a certain level of skill or training. Additional information about Impax Asset Management Limited and Impax Asset Management (AIFM) Limited is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2. Material Changes Since the last update to Form ADV Part 2 Brochure in December 2024 we note the following material changes under Items 8 in this Brochure: 1. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss, was updated to reflect revised investment approaches and risk disclosures, including enhancements to methods of analysis and strategy descriptions. 2. All references to Fixed Income strategies were removed, as these are managed by an affiliated entity. 3. We have made routine updates to information throughout the Brochure to ensure accuracy and alignment with current business practices. 2  Item 3. Table of Contents Item Contents Page ITEM 4. ADVISORY BUSINESS 4 ITEM 5. FEES AND COMPENSATION 7 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 11 ITEM 7. TYPES OF CLIENTS 12 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 13 ITEM 9. DISCIPLINARY INFORMATION 36 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 36 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTERESTS IN CLIENT TRANSACTIONS AND PERSONAL TRADING 37 ITEM 12. BROKERAGE PRACTICES 39 ITEM 13. REVIEW OF ACCOUNTS 43 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 43 ITEM 15. CUSTODY 43 ITEM 16. INVESTMENT DISCRETION 44 ITEM 17. VOTING CLIENT SECURITIES 44 ITEM 18. FINANCIAL INFORMATION 45 3  Item 4. Advisory Business A. Description of the Firms Impax Asset Management Limited (“IAM”) and Impax Asset Management (AIFM) Limited (“AIFM”), (each, a “Firm”, and, collectively, the “Firms”) are UK investment management companies authorized and regulated by the U.K. Financial Conduct Authority (“FCA”). Both Firms are also SEC registered investment advisers, which does not imply a certain level of skill or training. IAM and AIFM started operations in 1998 and 2014, respectively, and each is wholly owned by, and is a principal operating subsidiary of, Impax Asset Management Group plc (“Impax”), which is listed on the AIM market of the London Stock Exchange. IAM and AIFM operate as integrated advisers. Certain IAM employees are dual hatted with AIFM, meaning the employees provide investment advisory services on behalf of both Firms. Consequently, conflicts of interest can arise in the allocation of investment opportunities and the potential sharing of material non-public information. The Firms have adopted policies and procedures to address or mitigate those conflicts. Impax Asset Management LLC (“Impax LLC”) is a U.S. registered investment adviser and an affiliate of IAM and AIFM. In performing advisory services, the Firms utilize the talents of investment professionals employed by Impax LLC to assist with management of certain investment strategies or products. In keeping with applicable regulatory guidance, Impax LLC has entered into an agreement with the Firms pursuant to which Impax LLC is considered a "Participating Affiliate" of the Firms, as that term is used in certain no-action positions taken by the staff of the Commission. These arrangements allow the Firms to use the resources and professional expertise of Impax LLC to render portfolio management services to clients of the Firms. The Firms are specialist asset managers focused on investing in companies and assets that we believe are well positioned to benefit from the shift to a more sustainable global economy. The Firms offer a well-rounded suite of investment solutions to publicly and privately offered pooled investment vehicles, professional clients and institutional investors in accordance with the requirements of client specific investment agreements. Additional details regarding the types of clients to which each Firm provides investment management services are disclosed in each Firm’s Form ADV Part 1A. As of September 30, 2025, the Firms had discretionary Regulatory Assets under Management of $27,845.1 million as follows: • Impax Asset Management Limited: $24,448.5 million $ 1,392.5 million $25,841.0 million o Discretionary: o Non-Discretionary: o Total: • Impax Asset Management (AIFM) Limited: $2,004.1 million o Discretionary: B. Types of Advisory Services for IAM Separately Managed Accounts IAM provides ongoing investment services to the separately managed accounts of various institutional clients based on the investment goals, objectives, time horizon and risk 4  tolerance of each client. IAM has entered into investment agreements with each of its clients. Pooled Investment Vehicles IAM provides investment services to non- affiliated pooled investment vehicles. IAM provides discretionary investment services to its clients according to the investment objectives described in the applicable investment management agreement and not individually to the investors in such pooled investment vehicles. Sub-Advisory Services IAM also acts as sub-adviser to additional types of clients, also based on the investment goals, objectives, time horizon and risk tolerance of its clients, which include: • Affiliated and non-affiliated open-ended investment companies registered under the Investment Company Act; • Non-affiliated non-US funds registered under the securities laws of offshore in including Undertakings for Collective Investments jurisdictions, Transferable Securities (also known as UCITS); • US collective investment trusts and other investment trusts; and • Separate Accounts. Wrap Fee Programs Additionally, IAM manages certain “wrap fee” accounts of one or more wrap fee program(s) (“Wrap Fee Program”) sponsored by unaffiliated brokers or other financial institutions (“Program Sponsor”) where the wrap fee client selects IAM as the investment adviser for the client’s Wrap Fee Program account. The Program Sponsor monitors and evaluates IAM’s performance and provides custodial services for the client’s assets, all for a single fee paid by the client to the Program Sponsor. IAM’s fees and services for managing the wrap accounts are set forth in IAM’s agreement with the Program Sponsor. As compensation, IAM receives a portion of the fee the Program Sponsor charges the wrap fee client. IAM’s role as an investment adviser participating in Wrap Fee Programs is substantially similar to its role in managing other separately managed accounts in that IAM manages each account in accordance with the model portfolio utilized by the investment strategy chosen by the client or Program Sponsor, subject to client-imposed guidelines. Due to such client-imposed guidelines, it is not always possible to manage wrap fee accounts identically to other Wrap Fee Program accounts or separately managed accounts that IAM also manages. IAM anticipates that the majority of transactions for the Wrap Fee Program accounts will be executed through the Program Sponsors. In rare instances and where feasible, IAM may ‘step-out’ orders on a best-efforts basis if it determines that doing so is in the best interest of all applicable clients. Model Portfolios IAM also provides model portfolios to unaffiliated brokers or other financial institutions (“Model Program Sponsors”) or the overlay managers appointed by the Model Program Sponsors (each a “Model Recipient”), which they use to construct portfolios on behalf of institutional clients. In these circumstances, IAM does not have discretion to execute trades. IAM is generally only responsible for providing the updated model portfolio to the 5  Model Recipient on a periodic basis and is compensated based on a percentage of the total assets of the accounts managed by the Model Recipients or applicable to the model. The Model Recipients are responsible for effecting the trades recommended to achieve the model portfolio. Please refer to Item 12 for additional information regarding the model portfolio arrangements and how IAM communicates model portfolio holdings under different circumstances and trading processes. C. Types of Advisory Services for AIFM Pooled Investment Vehicles AIFM serves as the investment manager to the Private Equity Funds (defined below), other private funds and an investment trust that invests in listed equities. AIFM provides discretionary investment services to its clients according to the investment objectives described in the applicable investment management agreement and not individually to the investors in such pooled investment vehicles. D. Conflicts of Interests and Other Considerations Regarding AIFM’s Private Equity Funds Side Letters AIFM and/or a fund has and is expected to at any time enter into other written agreements (“Side Letters”) with one or more investors, with respect to the listed or private equity strategies. These Side Letters do and are expected to entitle an investor to make an investment in a fund on terms other than those in the governing documents. Any such terms, including (but not limited to) with respect to: (i) opting out of particular investments, (ii) reporting obligations of the fund or the Firm, (iii) transfers to affiliates, (iv) co-investment opportunities, (v) withdrawals due to adverse tax or regulatory events, (vi) consent rights to certain governing document amendments, (vii) certain fee structures, or (viii) any other matters described in the governing documents, are expected to be more favourable than those offered to any other investors. Furthermore, subject to the provisions of the applicable governing documents, the Firm and/or the fund are expected to permit certain business associates of the Firm and/or its affiliates to invest directly or indirectly in the fund or a parallel vehicle on terms which are expected to be more favourable than those offered to the other investors, including with respect to the payment of management fees and carried interest. If the Firm and/or the fund enter into a Side Letter entitling an investor to opt out of a particular investment or, with the consent of the Firm, to withdraw from the fund, any election to opt out or withdraw by such investor may increase any other investor’s pro rata interest in that particular investment (in the case of an opt-out) or all future investments (in the case of a withdrawal). Co-Investments in the Private Equity Funds AIFM may offer co-investment opportunities to investors other than a fund client, even in situations where the fund client is not fully invested in the applicable investment opportunity. For instance, when AIFM considers that the PE Fund lacks the capacity to acquire the entire investment or where it would not be consistent with the PE Fund’s investment objective, investment strategy or investment restrictions to acquire the entire investment, or it would otherwise not be in the best interests of the Fund to acquire the entire investment on its own, or if, in the opinion of AIFM, the amount invested by the fund client is sufficient for its purposes, or such co-investment may, among other potential considerations, (i) encourage reciprocal investment offers to the fund client, (ii) enhance 6  the investment opportunity, (iii) improve the economics of the investment in which the fund client participates, (iv) resolve regulatory matters in the country of investment, or (v) allow the fund client to participate in transactions, which if entered into without co-investors, would actually or potentially over time exceed the limits set forth in the fund client’s risk management guidelines or the Firm’s sense of prudence or the portfolio construction plan. Such co-investors might include third-party investors that are not current investors in a private equity fund client (a “PE Fund”). Decisions to seek and accept a co-investor will be made in the best interests of the applicable PE Fund. However, participation in co- investment opportunities is not expected to be offered to all investors and priority may be given to certain investors. To the extent such opportunities are offered, it will be in compliance with the applicable PE Fund governing documents. In certain instances co-investors may, however, demand a significant level of control over the joint investment and may not, in all cases, have the same economic interests or objectives as the fund client, even if the Firm has not offered special terms to a co-investor. The Firm’s policy is generally to allocate all costs and expenses (including abort costs) relating to a co-investment opportunity proportionately to the co-investing parties, including the fund client. However, there are circumstances where, for commercial or other reasons, such allocation is not possible and such costs and expenses are allocated entirely to the fund. For further information around the risk associated with such co-investment opportunities, see the disclosures under Item 8. Co-investment in the PE Funds by the Impax team Certain professionals of the Firm and its affiliates may commit capital in the PE Funds via (i) a carried interest vehicle of a relevant PE Fund (“Carry Vehicle”) or (ii) another investment vehicle that has been established to facilitate the investment of investment professionals of the Firm in a PE Fund (each, a “Team Co-Investment Vehicle”). As a result of this, every investment made by a PE Fund involves an indirect interest attributable to related persons of the Firms. The Carry Vehicles and the Team Co-Investment Vehicles generally are not subject to any management fee or carried interest. The fact that the Firms’ employees and affiliates have financial interests in the PE Funds could create an incentive for the Firm to make riskier or more speculative investments on behalf of the PE Fund or to otherwise manage the timing and terms of an exit than would be the case in the absence of this arrangement. However, the Firms believe that this financial interest will generally serve to align the Firms’ incentives with investors. The summary above is not a complete or exhaustive list or explanation of all actual or potential conflicts of interests that could arise in connection with the PE Funds and their activities. Prospective and existing investors are advised to review the offering materials and other governing documents for a more detailed and complete description of the actual or potential conflicts of interest that could arise in connection with a particular PE Fund and its activities. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Item 5. Fees and Compensation Fees and Compensation Regarding IAM Fees are negotiated between IAM and its clients based on the strategy and services provided, prior to execution of the client agreement. Fees are charged either monthly or quarterly in arrears. For the listed equity strategies, fees are either calculated by reference 7  to the average or month end net asset values (“NAV”) or NAV plus performance fee and are invoiced to clients in arrears. Fees and Compensation Regarding AIFM Fees are negotiated between AIFM and its clients based on the strategy and services provided, prior to execution of the client agreement. For the PE Funds, fees are calculated by reference to committed capital during the relevant fund’s investment period, and thereafter invested capital, and are invoiced to clients in advance. AIFM generally charges the funds (i) a priority profit share ranging from 1.4% - 1.6% during the investment period based on total commitments and thereafter the same rate applies to the remaining-asset cost basis and (ii) a profit share of 20% after an 8% performance target is achieved. Since investors are generally not permitted to withdraw or redeem their investment in a fund prior to the dissolution of the fund, refunds of management fees are not available to investors. In the event the advisory arrangement is terminated during a quarter, advisory fees that have been prepaid would be returned on a prorated basis, minus reasonable expenses. For Global Resource Optimization Fund LP (i.e., the listed equities private fund), AIFM charges a management fee of 1.1% per annum, based upon the private fund’s NAV on the last business day of each month; however, the general partner may assess a higher or lower management fee to certain limited partners in its discretion. Compensation and termination arrangements apply in accordance with client agreements. Funds managed by AIFM pay normal transaction and brokerage charges incurred in the management of the funds. Clients also pay the costs and charges of the custodian and administrator. In addition to the PE Funds’ fees described above, the PE Funds and/or their investee companies generally bear the following fees and expenses without limitation: • Organizational expenses, including all legal and other expenses incurred in connection with the establishment of the PE Fund and the offering of the Interests in the PE Fund up to an amount (excluding value-added tax) subject to limitations, if any, as described in the governing documents, and organizational expenses in excess of this amount and commissions payable to placement agents, brokers and intermediaries will be paid by the investment manager. • Operating expenses, which include, without limitation: o All costs, charges and expenses properly incurred by the PE Fund directly or through an investment vehicle in connection with the PE Fund’s activities; o All interest and other expenses related to a specific acquisition financing, refinancing, hedging, disposal (to the extent they are not capitalized as part of the cost of acquisition) including all broken deal expenses (where pertinent fund investment committee has approved a due diligence budget) or any bridging facility, whether or not such acquisition, financing, hedging, disposal or bridging facility is completed (including but not limited to all legal accounting and brokerage fees and expenses and registration fees and expenses); o External consultant fees, including indirectly those of the operating partners, which are charged to the applicable investee company, financing costs and expenses relating to the evaluation, negotiation, acquisition, including software and technology solutions protection, monitoring, 8  relating to portfolio companies compliance and reporting, and attending meetings of investors or investor advisory committees in respect of each portfolio investment, performing anti-money laundering and commercial “know your client” checks on the relevant portfolio investment and disposition of the PE Fund’s assets; o The costs, fees and expenses of all legal, auditing, consulting, accounting administrative, custodial, depositary, paying agent, transfer agent, representatives of a PE Fund appointed in certain jurisdictions pursuant to applicable law, appraisal, valuation, regulatory, ESG consulting, advisory, production and disclosure of ESG reporting, compliance fees and expenses, including expenses associated with foreign account reporting regimes compliance, (including the relevant Form PF, U.S. Commodity Futures Trading Commission filings, reports, filings, disclosures and notices pursuant to the AIFM Directive, including reporting under Annex IV of the AIFM Directive, reporting under the European Market Infrastructure Regulation ((EU) No 648/2012)), disclosures and notices prepared in connection with the collection of data and preparation of filings, reports, disclosures and notices prepared in connection with the European Union Sustainable Finance Disclosure Regulation ((EU) No 2019/2088) (the “SFDR”) and any other applicable legislation or regulation related to the European Commission’s Action Plan on Financing Sustainable Growth, disclosures, notices and reporting prepared in connection with the European Union Solvency II Directive, as amended (2009/38/EC) and anti- money laundering and “know your client” checks on investors in such PE Fund) as well as any financial or other professional advisers (including the overhead costs of personnel providing accounting services) and all independent consultants retained to advise the general partner or investment manager in respect of the PE Fund whether generally or with respect to actual or potential acquisitions (including the construction or operation of underlying assets), ownership or disposals by the PE Fund (to the extent they are not capitalized as part of the cost of acquisition); o Expenses associated with tracking and monitoring of obligations arising from the PE Funds governing documents and Side Letters or (whether inhouse or via a third-party technology platform provider), as well as any financing arrangements and any other documents that create contractual, regulatory or similar obligations in connection with the management and operation of a PE Fund, as well as costs and expenses of establishing, updating and maintaining legal entity management systems in connection with the PE Fund.All out-of-pocket costs and expenses incurred in relation to transactions with or for investee companies (unless reimbursed by the investee companies) and the acquisition (including the construction or operation of underlying assets), ownership and disposal of PE Fund assets (including reasonable travel expenses or extraordinary expenses, such as litigation or the cost of enforcing rights, if any) and the exercise by the general partner or the investment manager of any and all voting, conversion or other rights attaching to PE Fund assets; o The fees and expenses of the auditors in the preparation of the annual audit of the PE Fund and/or all costs and out-of-pocket expenses incurred by any person in the preparation of partnership tax forms, financial statements and tax returns and the payment of any taxes due from the PE Fund; o The expenses (including reasonable travel expenses) of all meetings of the partners, the limited partnership committee and the applicable advisory board in connection with matters relating to the business of the PE Fund and all fees (if any) payable to the members of the LP Committee; 9  o The expenses of the independent member of any investment committee in connection with matters relating to the business of the PE Fund and all fees payable to the independent member of the investment committee; o Fees and expenses incurred on behalf of the PE Fund in relation to the interpretation of the applicable limited partnership agreement, including expenses associated with amendments to the governing documents and the solicitation of consent to such amendments, provided the PE Fund is not responsible for any fees or expenses incurred by the investment manager or any of its associates in connection with any legal dispute between the investment manager and/or the general partner on the one hand, and the limited partners on the other, on the interpretation of any provision in the applicable limited partnership agreement; o All expenses of any proceedings, litigation, arbitration or mediation (including fees of lawyers engaged to act in relation to any such proceedings, litigation or arbitration or the cost arising from enforcing any rights arising therefrom) by or against the PE Fund or in relation to any investment made by the PE Fund, the amount of any settlements paid in connection therewith and all legal fees incurred for the purposes of the PE Fund; o All taxes and any statutory fees, if any levied against or in respect of the PE Fund, with certain limited exceptions; o The amount of any VAT paid by the general partner or the investment manager or the PE Fund in relation to the business of administration of the PE Fund which is not recoverable by the general partner, the investment manager or the partnership and any cost suffered by the general partner, the manager and any other company in the same VAT group as the general partner as a result of the priority profit share not being subject to VAT; o Expenses associated with the preparation, printing and distribution of reports to the investors of a PE Fund and any parallel vehicle thereof as required pursuant to the applicable governing documents or by applicable law or regulation (including AIFMD o The amount of any expenses incurred in relation to any indemnity given in relation to the PE Fund or any insurance premiums payable in respect of the PE Fund or investee companies (other than any such premiums borne directly by the investee companies); o All fees and expenses incurred in relation to any broker or to any custodian or nominee of PE Fund assets in relation to the safeguarding, administering and/or holding (or similar) of the PE Fund assets or to perform the other functions of a depository contemplated by the AIFMD; o All fees and expenses incurred in relation to any fund administrator appointed by the PE Fund, including those associated with the preparation of the PE Fund’s financial statements, tax returns and the payment of any taxes due from the PE Fund; o All fees and expenses incurred in relation to any valuer appointed to value the PE Fund assets; o The amount of any advance in respect of the priority profit share. o Costs and expenses related to the transfer of interests (to the extent not reimbursed by the parties to any such transfer); o Costs of winding up and liquidating a PE Fund (including its special purpose vehicles); and Premiums for insurance directly acquired for the specific and sole purpose of protecting a PE Fund or any of its holding special purpose vehicles and any persons that are entitled to indemnification under the terms of the governing documents of such PE Fund (including D&O insurance); 10  o All reasonable costs and expenses of a PE Fund, its alternative investment fund manager, the investment manager, the general partner or any third party with respect to directorial services, corporate secretarial services, domiciliation agent services, or similar services, provided that any expenses attributable to the PE Fund alternative investment fund manager, investment manager or general partner shall not exceed the rates that the general partner reasonably determines would be charged by a third party providing equivalent services; Transactions fees may be charged to actual or potential investee companies in respect of the PE Fund’s own investment in such companies. Costs and fees related to the raising of third-party capital such as third party equity or debt for investee companies, as well as the cost of technical consultants and other expenses of AIFM and/or the applicable general partner who provide services to or for the benefit of investee companies, may also be chargeable to such investee companies by the applicable general partner and such costs and fees shall not constitute “Transaction Fees” or be applied to reducing the Management Fee payable to the general partner. The foregoing list is intended to provide a summary of the expenses that may be generally borne by the PE Funds but is not intended to be exhaustive. Prospective and existing investors are advised to review the offering materials and governing documents of the applicable PE Fund for the specific expenses to be borne by a particular PE Fund. The general partner of the PE Fund may, in its sole discretion, determine not to allocate certain expenses to such PE Fund, which would otherwise be permitted pursuant to such PE Fund’s governing documents. The listed equities funds bear the following fees and expenses without limitation: • Management fee of 0.50% or 1.1% per annum based on the fund’s NAV on the last business day of each month (the general partner may assess a different management fee or waive the management fee in its sole discretion); • Organization and offering expenses; • Fund operating expenses including, but not limited to: o Securities brokerage commissions and other transaction costs; o Margin and interest expenses; o Legal accounting, consulting, valuation and other professional fees; o Audit and tax preparation fees; o Administration fees; o Transactions costs and expenses, including trade matching fees; o Costs of research and execution services which are of benefit to the fund and not otherwise provided by brokers; and o Regulatory and filing expenses. Item 12, below, further describes brokerage expenses and the factors that the Firms consider in selecting broker-dealers for client transactions and eligible research costs. Item 6. Performance-Based Fees and Side-by-Side Management Performance-based Fees In addition to asset-based fees, the Firms charge some of their clients performance-related fees. The Firms manage listed equity funds and private equity funds. The Firms charge a performance-related fee with respect to some of the listed equity funds and the carried interest partner of all of the private equity funds receives carried interest. As a result, the Firms have a financial incentive to favor those funds and accounts that are charged a 11  performance-based fee or incur carried interest over accounts that do not. As described below, the Firms have designed and implemented allocation policies and procedures to help ensure all clients are treated fairly and equitably over time, and to prevent this conflict from influencing the allocation of investment opportunities among their clients. Side-By-Side Management The Firms have adopted policies and procedures to mitigate possible inherent conflicts associated with managing accounts for multiple clients. In addition, the Firms have adopted trading and allocation policies designed to ensure that their side-by-side management of accounts with different types of fees is consistent with their fiduciary responsibilities to their clients. These policies include requirements that all accounts in the same strategy are managed the same way, that is, the accounts must have the same portfolio holdings and must be traded at the same time subject to certain restrictions. The investment teams for the listed equity strategies and private equity strategies are segregated and operate independently of each other with appropriate electronic information barriers in place. Order allocation and trading procedures are designed to establish a process whereby clients are treated equitably and fairly over time. The allocation policies are reviewed at least annually or when a material change occurs. All re-allocations must be pre-approved by the Investment Compliance team. Item 7. Types of Clients IAM’s Types of Clients IAM provides discretionary and non-discretionary portfolio management services to, among other, the following types of clients: • Corporations • Pension and profit-sharing plans • Endowments and foundations • Trusts • Charitable organizations • Insurance companies • Investment companies (including mutual fund companies) • Investment consultants • Religious organizations • Pooled investment vehicles (including a private equity fund) • Banking institutions • Municipalities The Firm provides investment management and advisory services to professional and institutional clients. The Firm does not market or provide investment services directly to individuals but advises the accounts of individuals through the Wrap Fee Program. AIFM’s Types of Clients AIFM provides discretionary portfolio management services solely to pooled investment vehicles, which include the PE Funds and two listed equities funds. 12  Item 8. Methods of Analysis, Investment Strategies and Risk of Loss A. General The Firms invest on behalf of their clients in both listed equity and private equity infrastructure strategies. The Firms believe the transition to a more sustainable global economy provides a helpful backdrop to construct high conviction, low turnover equity portfolios that are well positioned to achieve long-term capital growth. The Firms’ investments are based on a strong conviction that among other macro-economic trends, population dynamics, resource scarcity, inadequate infrastructure and environmental constraints will profoundly shape global markets, creating investment risks and opportunities. The Firms expect that these trends, reflecting the transition towards a more sustainable global economy, will drive earnings growth for well-positioned companies. The Firms’ investment framework identifies and calibrates the rising risks and expanding opportunities from this transition and guides the Firms’ search for investments that will deliver long-term outperformance. For strategies managed utilizing designated personnel of the Participating Affiliate, the Firms have oversight and supervisory responsibilities for the services provided by the personnel of the Participating Affiliate. B. Methods of Analysis Environmental, Social and Governance (“ESG”) Analysis Corporate Resilience (“CR”) (formerly ESG) analysis is an integral part of the Firms’ investment process, a fundamental, proprietary analysis at the company-level. Impax conducts a detailed, proprietary analysis of new companies considered for the investable universe and reviews the analysis on a periodic basis. Impax considers five main pillars within its analysis: 1. Governance This includes analysis of companies’ governance structures, considering common and best practice in the areas of: o Board structure o Compensation o Shareholder rights o Internal controls o Governance of sustainability 2. Material environmental, social, and other risks This includes analysis of companies’ environmental and social policies, processes and disclosures identifying the most material risks at the company or issuer level. Materiality is defined as the sustainability issues or risks that may most materially disrupt a company’s operations through financial, physical, or reputational loss or disruption. Material risks can include: o Natural Resources & Biodiversity o Pollution and waste externalities o Health & Safety Vulnerability o Product liabilities, including cyber risk o Supply chain dependency o Bribery & Corruption 13  o Anti-trust and government regulations Impax seeks investment in companies that have addressed the material risks with robust policies, processes, management systems and incentives that are scaled appropriately to the importance of the risk. Ideally, companies will discuss and disclose their own assessments of the main sustainability risks they are facing. 3. Climate change Climate change is a systemic issue for all companies and this pillar assesses the preparedness, management, target-setting, performance, and disclosures by companies of: o Transition risks o Physical climate risk (PCR) 4. Human capital management and E, D & I Human capital and E, D & I are systemic and critical issues for all companies and this pillar assesses the management, target-setting, performance, and disclosures by companies of: o Diversity in leadership (gender, racial/ethnic diversity in board and management teams) o Workplace equity (hiring/retention efforts, goals, targets, disclosures) o Human capital (talent pipeline, compensation/benefits, and employee engagement) 5. Controversies1 This includes analysis of companies’ past and on-going controversies, seeking strong processes and management systems to address and avoid any repeat events. o Types of controversies, incidents (repeats, reputational, financial, operational) o Severity (widespread, systematic, isolated incident) o Timeframe and status of issues (on-going, closed, company responded/addressed) The CR analysis is the responsibility of the lead analysts and the Impax Sustainability Centre provides coordination, guidance, but also a peer review of all the evaluations, which includes confirming the overall CR scores for the companies. Companies that do not have adequate levels of quality and resilience in their corporate governance structures, risk management approaches and transparency, are not eligible for investment. Research sources For the CR analysis, company disclosures and reports are assessed and we use external, third party ESG research as input and support in the analysis. The Firm uses the following research tools in support of the core proprietary bottom-up ESG research conducted in house: • External specialist ESG research providers: MSCI ESG Manager (ESG and Controversy data), Sustainalytics (quarterly UN Global Compact Screen), Glass Lewis (Proxy voting and governance research). 1 This is not a separate pillar in the CR analysis for Private Markets. 14  • Databases: Bloomberg (ESG data, litigation and controversy data), CDP (CO2 data), ENDS Europe (environmental policy data). • Sell-side analysis: CLSA (Asian sustainability and governance research), Jefferies ESG research, Morgan Stanley (ESG and sustainability research). All companies must meet financial and Impax’s Corporate Resilience (CR) criteria before entering the Firms’ universe of investable companies. The investment team members are responsible for integrating the CR analysis into the investment process. The insights from the CR analysis are then utilised to establish the priorities for engagement with investee companies. Listed Equity Methods of Analysis and Strategies Investment Philosophy Impax Asset Management’s Listed Equities strategies aim to deliver superior long-term returns by leveraging our deep understanding of the opportunities and risks arising from the transition to a more sustainable economy (TSE). We use proprietary insights into structural changes associated with the TSE to identify mispriced opportunities and manage risks effectively. In this section we describe both our Active Equities (AE) and Systematic Equities (SE) using the expected structure of Investment Process, Methods of Analysis and Strategies. ACTIVE EQUITIES (AE) Impax Active Equities approach combines rigorous bottom-up research with disciplined portfolio construction and valuation, supported by a global investment team operating under a single, integrated process. Investment Process (AE) Our investment process is consistent across strategies and built on four stages: (1) Idea Generation – combining bottom-up and top-down research with insights from Sector Expert Groups and the Sustainability Centre. Investment ideas may come from a variety of top down and bottom-up sources including, but not limited to: Sustainable & Thematic Research, Quantitative & Asset Class insights, PM Insights, Sector Expert Groups, Company meetings and site visits, conferences and external providers. (2) Fundamental Analysis – applying the 10-Step framework. The 10-step fundamental analysis is common to all Impax strategies and is used by the Primary Analyst to prepare an initiation report which outlines the qualitative and quantitative investment case for the specific company as well as an investment recommendation and rating, this includes Corporate Resilience (ESG) Analysis integration, financial and valuation analysis. (3) Portfolio Construction – Security selection and position sizing informed by conviction, valuation, and risk considerations. (4) Portfolio Review & Stewardship – Portfolio oversight and risk monitoring, engagement and proxy voting to enhance resilience and protect shareholder value. 15  Methods of Analysis (AE) - Bottom-Up Fundamental Research Stock selection is the primary driver of performance. Our research process is intensive and analyst-led, focusing on financial quality, competitive advantage, and resilience. Analysts employ Impax’s proprietary 10-Step Analysis, which includes: 1. Investment Thesis – Investment opportunity, drivers and thesis roadmap, recommendation and rating. 2. Market Dynamic & Thematic Landscape – Structural and thematic outlook, market size, regulation & growth, competitive landscape, customers and suppliers. 3. Business Model – Company overview and TSE profile, divisional/geographic breakdown, advantages and durability. 4. Strategy & Capital Allocation – Company’s plan, credibility of plans, consistency of delivery, uses of capital. 5. Management & People – Experience, effectiveness, succession and retention. 6. Risks – Industry dynamics, policy, geopolitics, macroeconomics, societal forces and structural headwinds. 7. Corporate Resilience (ESG) Analysis – Governance structures and management of material stock-specific risks. 8. Financial Statement Analysis – Balance sheet health, growth and margin trajectory, free cash flow, capex and R&D trends, returns and estimates. 9. Valuation & Scenarios – Base case valuation and assumptions, bull and bear valuations and respective assumptions. 10. Trading – Liquidity and technical analysis. - Role of Sector Expert Groups Idea generation and thematic insights are supported by Sector Expert Groups, which bring together specialists across geographies and sectors. These groups drive bottom-up research by sharing sector knowledge and emerging themes, and collaborate with the Sustainability Centre to review and update the Impax Sustainability Lens, a proprietary framework assessing opportunities and risks at the sub-industry level. - Top-Down Research While stock selection is bottom-up, we incorporate top-down investment insights to contextualize sector and regional exposures. This includes asset class and investment strategy analysis and thematic views to guide portfolio positioning. - Portfolio Construction We build portfolios through a disciplined, bottom-up process focused on stock selection from Impax’s approved A-List of companies. Co-portfolio managers share equal responsibility for portfolio construction, ensuring alignment with client objectives and risk parameters. Position sizing reflects conviction, valuation discipline, and portfolio risk factors, supported by tools in the Impax Portal for monitoring exposures, liquidity, and benchmark-relative characteristics. Portfolio changes are typically made following structured review meetings, incorporating analyst insights, sustainability considerations, and macro themes, while maintaining a holistic approach to risk management. 16  Strategies (AE) Impax manages Listed Equity strategies consistent with the Investment Philosophy and (4- step) Process described above. Our Strategies can be described by two complementary approaches – Thematic using taxonomies to define investable universes and Core using multiple tools and frameworks (including Impax Lens) to generate ideas across global equities. - Thematic Strategies (Taxonomies) These strategies invest in companies providing solutions to environmental and social challenges, organized under six proprietary taxonomies: • Environmental Markets – Specialists, Leaders, Asia Environmental. • Water – Infrastructure, treatment, utilities. • Sustainable Food – Across seven sectors and 17 subsectors. • Climate Opportunities – Mitigation and adaptation solutions. • Sustainable Infrastructure – Resource and social infrastructure. • Social Leaders – Meeting basic needs, broadening economic participation, improving quality of life. Companies must meet minimum revenue thresholds (typically ≥20% or ≥50%) aligned with these taxonomies. - Core Strategies The Core Strategies utilise multiple frameworks, insights and tools to undertake idea generation and fundamental analysis on sectors and stocks, the Impax Lens is one of these and it is a top-down proprietary framework for consistently assessing sustainability opportunities and risks at a GICs sub-industry level. It is driven by fundamental insights from Impax’s Sector Expert Groups and the Sustainability Centre. It provides the Equity Team with a forward-looking perspective on investment opportunities and risks arising from the Transition to a Sustainable Economy. It is particularly relevant for the following strategies. • Global Opportunities • Global Emerging Markets Opportunities • US Large Cap • US Small Cap Core strategies prioritize quality, valuation discipline, and sustainability insights across all sectors. Valuation Approach (AE) Valuation is central to our process. Analysts estimate intrinsic value using, but not limited to discounted cash flow models, multiples, and sum-of-the-parts analysis, complemented by scenario testing. Each stock is assessed within a valuation barometer framework, providing a range of outcomes (bear, base, bull cases) to inform risk management and portfolio construction. 17  Risk Management (AE) Risk is managed holistically at both company and portfolio levels. Steps 6 and 7 of the 10- Step framework address risk at a company and industry level. Corporate Resilience analysis addresses governance, environmental and social risks, climate preparedness, and human capital. Portfolio risk is monitored daily using proprietary tools and reviewed formally at Portfolio Review Meetings and the Investment Committee. SYSTEMATIC EQUITIES (SE) - Investment Process (SE) Impax's Systematic Equities strategies follow a disciplined and repeatable process designed to construct diversified portfolios aligned with the transition to a more sustainable economy. The process consists of four steps: • Define Universe – Establish the starting universe of international large and mid-cap companies in developed markets. • Refine Universe – Apply exclusions (weapons, tobacco, fossil fuels), remove low low- (bottom quintile), and eliminate stocks in corporate resilience scores opportunity/high-risk Lens subsectors. • Optimize Portfolio – Use quantitative optimization to maximize exposure to high- opportunity sectors and strong ISCR scores while controlling risk, factor exposure, and carbon intensity. • Rebalance Quarterly – Adjust holdings to reflect universe changes and maintain alignment with risk and return objectives while minimizing transaction costs. Methods of Analysis (SE) Systematic strategies rely on proprietary quantitative models rather than traditional bottom-up research. Key components include: • Impax Systematic Corporate Resilience (ISCR) Score – A proprietary measure of companies’ exposure to and management of financially material sustainability risks, based on over 50 environmental, social, and governance metrics. • Materiality Weighting – Combines sector expert insights and quantitative analysis to assess the importance of sustainability risks at the GICS industry group level. • Governance Pillars – Board structure, internal controls, shareholder rights, and • compensation form the foundation of resilience scoring. Impax Sustainability Lens – Ranks sub-industries by opportunity and risk associated with the transition to a sustainable economy, guiding sector allocation decisions. • Gender Framework – applies a proprietary Gender Score to companies in global developed markets. The score evaluates gender diversity on boards and in senior management, as well as workplace policies and practices promoting gender equity and inclusion. Companies are ranked by this score, and those in the top 50% become eligible for investment after additional sustainability and financial quality screens. Strategies (SE) Impax manages three Systematic Equity strategies, each benchmarked against a relevant index: 18  International Sustainable Economy – Benchmark: MSCI EAFE • US Sustainable Economy – Benchmark: Russell 1000 • • Global Women’s Leadership – Benchmark: MSCI World Private Equity Methods of Analysis and Strategies AIFM’s investment objective on behalf of its private equity clients is to achieve sustainable returns over the longer term through capital gains supplemented by project income by investing globally, but primarily in the EU/EEA. With respect to the private equity strategy AIFM seeks to invest in equity or equity-linked instruments, including, but not exclusively, ordinary shares, preference shares and preferred shares, subordinated convertible or warrant-bearing debt and other similar subordinated or equity-linked securities. The private equity infrastructure investment strategy is based on investment into renewable energy projects primarily across the European Economic Area utilizing proven technology with experienced management teams. AIFM uses an “asset conversion” strategy for adding value that entails a mix of “buy-build-sell” (where AIFM deploys its in- house expertise to purchase assets which are in the permitting process or ready-to-build, and then manage construction, arrange financing, manage and optimize the operation of the assets and then exit) and “buy-fix-sell” models (where AIFM pursue an asset upgrade strategy, also targeting a capital gain at exit). Environmental and social factors are integrated into the investment analysis. This analysis forms the strategy for each investment, which continues to be assessed during the hold period as the AIFM actively manages all investments to ensure that these standards are maintained. Investments are structured to meet at least the minimum standards for environmental and social risks and appropriate governance structures are considered through the transaction structuring and implementation of policies and procedures and other business practices. Investment Risk of Loss and General Risk Disclosures Investing in securities involves a risk of loss that clients and investors should be prepared to bear. Past performance is not necessarily indicative of future returns, and the value of investments may rise as well as fall. There is also a risk that investors may lose part or all of their investment. The Firms believe the professional and disciplined execution of their investment philosophy will generate sustainable investment returns for the Firms’ clients. However, the cumulative effect of company specific risk and systemic risk of a domestic and/or global nature clearly imply that no investment is guaranteed. The Firms’ clients invest with the full knowledge that loss of principal is a real risk. • Allocation Risk: To the extent a Strategy’s investment performance depends upon how its assets are allocated and reallocated among equity securities, equity-related securities and debt securities, the portfolio manager’s allocation techniques and decisions may not produce the desired results, and, therefore, the Strategy may not achieve its investment objectives. • Asian/Pacific Investment Risk: Certain Asia and Pacific region economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Asia and Pacific region economies generally are dependent on the economies of Europe and the United States, especially with respect to agricultural products and natural resources. Political and social instability and deteriorating economic conditions may result in significant downturns and increased volatility in many Asia and Pacific region economies. 19  Portions of the Asia and Pacific region have historically been prone to natural disasters such as tsunamis and droughts as well as the spread of infectious disease and the region is economically sensitive to environmental events. Any such event could have a significant adverse effect on Asia and Pacific region economies. The Australian and New Zealand economies, in particular, are dependent on exports from the agricultural and mining sectors, which make those economies particularly susceptible to fluctuations in the commodities markets. Australian and New Zealand economies are also increasingly dependent on their growing service industries. Economic events in any one country can have a significant economic effect on the entire Asia and Pacific region. • Credit Risk: With respect to debt securities, changes in economic conditions generally or particular to the obligated entity may affect the obligated entity’s actual or perceived ability to make payments of interest or principal when due, which may cause the price of the security or the income derived there from to decline. Bonds that are backed by an issuer’s taxing authority, including general obligation bonds, may be subject to legal limits on a government’s power to increase taxes or otherwise to raise revenue, or may depend for payment on legislative appropriation and/or governmental aid. Some bonds, known as revenue obligations, are payable solely from revenues earned by a particular project or other revenue source. Consequently, revenue obligations are subject to a greater risk of default than general obligation bonds because investors can look only to the revenue generated by the project, assets, or company backing the project, rather than to the taxing power of the issuer. • Currency Risk: Because each Strategy’s value is determined on the basis of US dollars, the US dollar value of your investment in a Strategy may go down if the value of the local currency of the non-US markets in which the Strategy invests depreciates against the US dollar. This is true even if the local currency value of securities held by the Strategy goes up. information, • Cybersecurity Risk: Cyber-attacks, disruptions, or failures that affect a Strategy’s service providers or counterparties may adversely affect the Strategy and its shareholders, including by causing losses for the Strategy or impairing Strategy operations. For example, a Strategy’s or its service providers’ assets or sensitive or confidential information may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber- attacks or operational failures may cause the release of private shareholder information or confidential Strategy the processing of shareholder interfere with transactions, impact the ability to calculate the Strategy’s value, and impede trading). In addition, cyber-attacks, disruptions, or failures may cause reputational damage and subject the Strategy or its service providers to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. Furthermore, geopolitical tensions may have increased the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-states or from entities with nation-state backing. While a Strategy and its service providers may establish business continuity and other plans and processes to address the possibility of cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including that they do not apply to third parties, such as other market participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the future. The widespread use of work-from-home arrangements resulting from the COVID-19 pandemic may increase cyber security risk. A Strategy and its service providers may also incur substantial costs for cybersecurity risk management in attempting to prevent or mitigate future cyber security incidents, and the Strategy and its shareholders could be negatively impacted as a result of such costs. The Adviser does not control the cyber security plans and systems put in place by its service providers and such service providers may have limited indemnification obligations to the Firm or a Strategy, each of whom could be negatively impacted as a result. Similar risks also are present for issuers 20  of securities in which the Strategy invests, which could result in material adverse consequences for such issuers and may cause the Strategy’s investment in such securities to lose value. • Data Risk: Although the Firm obtains data and information from third party sources that it considers to be reliable, the Firm does not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. The Firm has controls for certain data, that, among other things, consider the representations of such third parties regarding the provision of the data to the Firm in compliance with applicable laws. The Firm does not make any express or implied warranties of any kind with respect to such third-party data. • Emerging Markets Risk: Investing in emerging market countries involves certain risks not typically associated with investing in US securities, and imposes risks greater than, or in addition to, risks of investing in developed foreign countries. These risks include: greater risks of nationalization or expropriation of assets or confiscatory taxation; the possibility of currency blockages or transfer restrictions, currency devaluations and other currency exchange rate fluctuations; higher brokerage costs; greater social, economic and political uncertainty and instability (including the risk of war); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets; controls on foreign investment and limitations on repatriation of invested capital and on a Strategy’s ability to exchange local currencies for US dollars; unavailability of currency hedging techniques in certain emerging market countries; the fact that companies in emerging market countries may be smaller, less seasoned and newly organized; the difference in, or lack of, auditing, recordkeeping and financial reporting standards, which may result in the unavailability of material information about issuers; less developed legal systems and the risk that it may be more difficult to obtain and/or enforce a judgment in a court outside the United States; an emerging market country’s dependence on revenue from particular commodities or international aid; and greater price volatility, substantially less liquidity and significantly smaller market capitalization of securities markets. The Public Company Accounting Oversight Board, which regulates auditors of US public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the US Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. In addition, a number of emerging market countries restrict, to various degrees, foreign investment in securities, and high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely may affect existing investment opportunities. • Equity Securities Risk: The market price of equity securities may fluctuate significantly, rapidly and unpredictably, causing a Strategy to experience losses. The prices of equity securities generally are more volatile than the prices of debt securities. The values of equity securities may decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand for the issuer’s goods or services. The values of equity securities also may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. The values of equity securities 21  paying dividends at high rates may be more sensitive to changes in interest rates than are other equity securities. • European Investment Risk: The UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). Factors related to Brexit could adversely affect the Funds, the performance of their investments and their ability to fulfil their investment objectives. • Financial Services Sector Risk: Companies in the financial services sector are subject to the risk of regulatory change, decreased liquidity in credit markets and unstable interest rates. Such companies may have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry. Performance of such companies may be affected by competitive pressures and exposure to investments or agreements that, under certain circumstances, may lead to losses. Companies in the financial services sector are subject to extensive governmental regulation that may limit the amount and types of loans and other financial commitments they can make, and interest rates and fees that they may charge. In addition, profitability of such companies is largely dependent upon the availability and the cost of capital. • Focused Investment Risk: Focusing investments in a particular market or economic sector (which may include issuers in a number of different industries), including the energy efficiency and water and infrastructure sectors, increases the risk of loss because the stocks of many or all of the companies in the market or sector may decline in value due to economic, market, technological, political or regulatory developments adversely affecting the market or sector. In addition, investors may buy or sell substantial amounts of a Strategy in response to factors affecting or expected to affect the particular market or sector, resulting in extreme inflows and outflows of cash into and out of the Strategy. Such inflows or outflows might affect management of a Strategy adversely to the extent they were to cause the Strategy’s cash position or cash requirements to exceed normal levels. • Focused Portfolio Risk: To the extent a Strategy invests its assets in a more limited number of issuers than many other Strategies, a decline in the market value of a particular security may affect the Strategy’s value more than if the Strategy invested in a larger number of issuers. This is because, for example, issuers in a particular market, industry, region or sector often react similarly to specific economic, market, regulatory, or political developments. • Growth Securities Risk: Growth securities typically trade at higher multiples of current earnings than other securities. Therefore, the values of growth securities may be more sensitive to changes in current or expected earnings than the values of other securities. A Strategy investing principally in growth securities may at times underperform other Strategies that invest more broadly or that have different investment styles. • High Yield Securities Risk: To the extent a Strategy invests in high yield securities (commonly known as “junk bonds”), it may be subject to greater levels of interest rate risk, credit risk and liquidity risk than Strategies that do not invest in such securities. High yield securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments when due. Rising interest rates or a general economic downturn may adversely affect the market for high yield securities and reduce the Strategy’s ability to sell them (liquidity risk). If the issuer of a high yield security is in default with respect to interest or principal payments, a Strategy may lose its entire investment in that security. • Information Technology Sector Risk: Prices of technology companies’ securities historically have been more volatile than those of many other securities, especially over 22  the short term. Technology companies are subject to significant competitive pressures, such as aggressive pricing of their products or services, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments, evolving industry standards, changing customer demands and the potential for limited earnings and/or falling profit margins. The failure of a company to adapt to such changes could have a material adverse effect on the company’s business, results of operations, and financial condition. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the values of their securities. Many technology companies have limited operating histories. • Interest Rate Risk: As nominal interest rates rise, the value of debt securities held in a Strategy’s portfolio is likely to decrease. Securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. As of the date of this prospectus, inflation has been above the US Federal Reserve’s target rate, resulting in heightened levels of interest rate volatility and liquidity risk. Investors’ expectations of future inflation can adversely affect the current value of portfolio investments, resulting in lower asset values and losses. The risks associated with rising interest rates may be particularly acute in the current market environment because the US Federal Reserve has been raising rates and may continue to do so. An increase in interest rates could decrease the price of debt securities held by a Strategy and negatively impact its performance. For example, if a debt security has a duration of four years, a 1% increase in interest rates could be expected to result in a 4% decrease in the value of the security. Changes in interest rate levels are caused by a variety of factors, such as central bank monetary policies, inflation rates, and general economic and market conditions. Through the implementation of monetary policy, central banks, such as the US Federal Reserve, take actions that are designed to increase or decrease interest rates. In determining whether to increase or decrease interest rates, central banks typically consider, among other factors, the current state of the economy and markets, economic and financial forecasts, and the general economic outlook. There can be no assurance that the actions taken by central banks will have their intended effect. • Issuer Risk: The value of a security may fluctuate due to factors particular to the entity that issued the security (such as labor or materials shortages, production cost overruns, excess financial leverage, supply and demand issues or mismanagement) that are not common to that entity’s industry or to the market generally. • Liquidity Risk: Liquidity risk is the risk associated with a lack of marketability of investments, which may make it difficult to sell an investment at a desirable time or price. A lack of liquidity may cause the value of an investment to decline. Liquidity risk also may refer to the risk that a Strategy could not meet requests to redeem shares of the Strategy without significant dilution of remaining investors’ interests in the Strategy. A Strategy may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity. Securities that involve substantial interest rate or credit risk tend to involve greater liquidity risk. In addition, investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. Changing regulatory and market conditions, including recent declines in the number and capacity of financial institutions to make markets in a Strategy’s investments, as well as increases in interest rates or credit spreads, may adversely affect the liquidity of the Strategy’s investments. Derivatives may be especially illiquid as compared to other investments during periods of market stress. Illiquid investments may also be more difficult to value, and judgment plays a larger role in valuing these investments as compared to valuing more liquid investments. 23  • Management Risk: Each of the Global Women’s Leadership Strategy, Large Cap Strategy, the Small Cap Strategy, the US Sustainable Economy Strategy, the Global Sustainable Infrastructure Strategy, the International Sustainable Economy Strategy, the Global Opportunities Strategy, the Global Environmental Markets Strategy, the Core Bond Strategy, the High Yield Bond Strategy, the Social Strategy and the Sustainable Allocation Strategy is actively managed. The investment techniques and decisions of the Adviser and each such Strategy’s portfolio manager(s), including the investment adviser’s assessment of a company’s ESG profile when selecting investments for that Strategy, may not produce the desired results and may adversely impact the Strategy’s performance, including relative to other Strategies that do not consider ESG factors or come to different conclusions regarding such factors. individual companies, sectors, • Market Risk: Conditions in a broad or specialized market, a sector thereof or an individual industry or other factors including terrorism, war, natural disasters and the spread of infectious disease including epidemics, pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19 may adversely affect security prices, thereby reducing the value of a Strategy’s investments. These conditions (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on US and world economies and markets generally. Likewise, sanctions threatened or imposed by jurisdictions, including the United States, against a country or entities or individuals in a certain country may impair the value and liquidity of securities issued by issuers in such country and may result in the Strategy using fair valuation procedures to value such securities. Sanctions, or the threat of sanctions, may cause volatility in regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on a Strategy’s performance. In addition, natural and environmental disasters, including earthquakes, fires, floods, hurricanes, tsunamis and weather related phenomena generally, as well as the spread of infectious disease including epidemics or pandemics such as the COVID-19 outbreak, can be highly disruptive to economies and markets, adversely affecting industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a Strategy’s investments. To the extent the Strategy takes significant positions in one or more specific sectors, countries or regions, the Strategy will be subject to the risks associated with such sector(s), country(ies) or region(s) to a greater extent than would be a more broadly diversified Strategy. • Russian invasion of Ukraine: The ongoing military conflict between Russia and the Ukraine has caused a negative impact on and significant disruptions to the economy and business activity globally. This could have a profound long-term negative impact on the world and national economy and could materially and adversely affect the Funds and their portfolio investments. • Risk due to conflict in the Middle East: The political and military instability of the Middle East could have a material adverse impact on the performance of the Strategy. Since the establishment of the State of Israel, a state of hostility has existed, varying in degree and intensity, between Israel and the Arab countries, particularly as it relates to the political status of Palestine. In June 2025, the US conducted air strikes on Iranian nuclear sites in an attempt to limit Iran’s nuclear program. The conflict between Israel and Iran, the involvement of the US and the ongoing conflict in Gaza and Lebanon (and associated tensions) could have a negative impact on the Strategy’s overall performance. A further escalation of hostilities (potentially involving the US and other countries) could lead to a rapid or significant erosion of confidence that may result in a deterioration of credit markets and/or lead to or extend a global economic downturn. It remains unlikely that a full resolution of these problems in the Middle East will be achieved, either in the short or 24  long term and, if achieved, what the nature of such resolution would be. On October 7, 2023, Hamas, a Palestinian militant group which has ruled the Gaza Strip since 2007, launched an invasion of Israel that has resulted in an ongoing military conflict between Israel and Hamas (the "Israel – Hamas Conflict"). The Israel – Hamas Conflict has caused, and is currently expected to continue to cause, significant disruptions to the global financial system and international trade, among other disruptions. The Israel – Hamas Conflict has displaced millions of people, causing an acute refugee crisis in the Middle East, and has increased the threat of full-scale war, cyberattacks and further regional or global conflicts (including a potential expansion of the Israel – Hamas Conflict to other countries, as well as other potential conflicts, including, but not limited to, conflicts in other geographic locations and between other state and non-state actors). The impacts of the Israel – Hamas Conflict on the supply chain and commodity prices may be profound and may result in continuing inflation globally. The ultimate impact of the Israel – Hamas Conflict and its effects on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Strategy, or any particular industry, business, currency or country, and the duration and severity of such effects, is impossible to predict. • Medium-Sized Capitalization Company Risk: Investing in securities of medium sized capitalization companies may involve greater risks than investing in larger, more established issuers. Smaller capitalization companies typically have relatively lower revenues, limited product lines and lack of management depth, and may have a smaller share of the market for their products or services, than larger capitalization companies. The stocks of smaller capitalization companies tend to have less trading volume than stocks of larger capitalization companies. Less trading volume may make it more difficult for the portfolio manager to sell securities of smaller capitalization companies at quoted market prices. Finally, there are periods when investing in smaller capitalization stocks falls out of favor with investors and the stocks of smaller capitalization companies underperform. • Mortgage Risk: Rising interest rates tend to extend the duration of mortgage related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Strategy may exhibit additional volatility if it holds mortgage- related securities. This is known as extension risk. In addition, mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce a Strategy’s returns because the Strategy will have to reinvest that money at lower prevailing interest rates. Furthermore, during periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to mortgage-related or asset backed securities. The effects of COVID-19, and governmental responses to the effects of the pandemic, have resulted, and may continue to result in, increased delinquencies and losses and may have other, potentially unanticipated, adverse effects on such investments and the markets for those investments. • Non-US Securities Risk: Non-US markets can be significantly more volatile than domestic markets, causing the prices of a Strategy’s investments to fluctuate significantly, rapidly and unpredictably. Non-US securities may be less liquid than domestic securities; consequently, the Strategy may at times be unable to sell non-US securities at desirable times or prices. Brokerage commissions, custodial fees and other fees and expenses associated with securities transactions generally are higher for non-US securities. In the event of a default in connection with certain debt securities issued by foreign governments, the Strategy may have very limited recourse, if any. Additionally, foreign governments may impose taxes which would reduce the amount of income and capital gain available to distribute to shareholders. Other risks related to non-US securities include delays in the settlement of transactions; less publicly available information about issuers; different 25  reporting, accounting and auditing standards; the effect of political, social, diplomatic or economic events; seizure, expropriation or nationalization of the issuer or its assets; and the possible imposition of currency exchange controls. Emerging market securities are likely to have greater exposure to the risks discussed above. Additionally, emerging market countries generally have less mature economies and less developed securities markets with more limited trading activity, are more heavily dependent on international trade and support, have a higher risk of currency devaluation, and may have more volatile inflation rates or longer periods of high inflation than more developed countries. Emerging market countries also are more prone to rapid social, political and economic changes than more developed countries. To the extent a Strategy invests substantially in securities of non-US issuers tied economically to a particular country or geographic region, it will be subject to the risks associated with such country or geographic region to a greater extent than a Strategy that is more diversified across countries or geographic regions. • Real Estate Investment Risk: Investments in real estate investment trusts (REITs) and in securities of other companies principally engaged in the real estate industry subject a Strategy to, among other things, risks similar to those of direct investments in real estate and the real estate industry in general. These include risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates or property values. REITs are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of interests in a REIT may be affected by, among other factors, changes in the value of the underlying properties owned by the REIT, changes in the prospect for earnings and/or cash flow growth of the REIT itself, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory matters affecting the real estate industry, including REITs. REITs and similar non-U.S. entities depend upon specialized management skills, may have limited financial resources, may have less trading volume in their securities, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially and adversely affect its value. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities, including changes in interest rates and the quality of credit extended. • Reinvestment Risk: Income from a Strategy’s investments may decline if the Strategy is forced to invest the proceeds from matured, called or otherwise disposed of debt securities or convertible securities at interest rates that are below the Strategy’s earnings rate at that time. • Sector Risk: There is a risk that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme or volatile than fluctuations in the overall market. For example, because a Strategy may take significant positions in the industrials and utilities sectors, such Strategy’s performance would largely depend on the general condition of each such sector. Companies in the industrials sector could be affected by, among other things, government regulation, world events and economic conditions, insurance costs, and labor relations issues. Companies in the utilities sector could be affected by, among other things, government regulation, overall economic conditions and fuel prices. • Small- and Medium-Sized Capitalization Company Risk: Investing in securities of small- and medium-sized capitalization companies may involve greater risks than investing in larger, more established issuers. Smaller capitalization companies typically have relatively lower revenues, limited product lines and lack of management depth, and may 26  have a smaller share of the market for their products or services than larger capitalization companies. The stocks of smaller capitalization companies tend to have less trading volume than stocks of larger capitalization companies. Less trading volume may make it more difficult for the portfolio manager to sell securities of smaller capitalization companies at quoted market prices. Finally, there are periods when investing in smaller capitalization stocks falls out of favor with investors and the stocks of smaller capitalization companies underperform. • Turnover Risk: A change in the securities held by a Strategy is known as “portfolio turnover.” High portfolio turnover involves correspondingly greater expenses to the Strategy, including brokerage commissions or dealer markups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in realization of taxable capital gains, including short-term capital gains (which are taxed at ordinary income tax rates when distributed to shareholders who are individuals), and may adversely affect a Strategy’s after-tax returns. The trading costs and tax effects associated with portfolio turnover may adversely affect a Strategy’s performance. • Underlying Strategies and ETFs Risk: Investments in shares of Underlying Strategies and ETFs are subject to the fees, expenses and risks of those Underlying Strategies or ETFs in addition to the fees, expenses and risks of the Strategy. If an Underlying Strategy or ETF seeks to track the performance of an index, the value of the Strategy’s investment in such Underlying Strategy or ETF also would tend to fluctuate with the value of the index. The Adviser has a conflict of interest in selecting investments for the Strategy because the Underlying Strategies, unlike unaffiliated ETFs, pay fees to the Adviser, and the fees paid to it by some Underlying Strategies are higher than the fees paid by other Underlying Strategies. Investments in Underlying Strategies will afford the Adviser greater net management fee revenue than would investments in unaffiliated ETFs. In addition, the Adviser may prefer to invest in an Underlying Strategy over an unaffiliated ETF because the investment may be beneficial to the Adviser in managing the Underlying Strategy, by helping the Underlying Strategy achieve economies of scale or by enhancing cash flows to the Underlying Strategy. In certain circumstances, the Adviser would have an incentive to delay or decide against the sale of interests held by the Strategy in Underlying Strategies and may implement portfolio changes in a manner intended to minimize the disruptive effects and added costs of those changes to Underlying Strategies. If the Strategy invests in an Underlying Strategy with higher expenses, the Strategy’s performance would be lower than if the Strategy had invested in an Underlying Strategy or ETF with comparable performance but lower expenses. • US Government Securities Risk: Certain securities issued by the US government are neither insured nor guaranteed by the US government. These securities may be supported by the government’s ability to borrow from the US Treasury or may be supported only by the credit of the issuing agency or instrumentality. These securities are subject to greater issuer risk than securities issued or guaranteed by the US Treasury. • Value Securities Risk: A Strategy may invest in companies that may not be expected to experience significant earnings growth, but whose securities the investment adviser believes are selling at a price lower than their true value. Companies that issue value securities may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. If the investment adviser’s assessment of a company’s prospects is wrong, or if the market does not recognize the value of the company, the price of its securities may decline or may not approach the value that the investment adviser anticipates. Value stocks may respond differently to market and other developments than other types of stocks. Value-oriented Strategies will typically underperform when growth investing is in favor. 27  Certain Risks Associated with the Private Equity Strategy Among others, AIFM’s strategy carries risks of: Sector risks • National legislation changes • • Operational performance risk • Price risk The team monitors risk through detailed oversight of the operations of the projects and representation on the governing bodies together with the use of industry experts to assess and monitor performance. As with all private equity funds, the funds carry a high level of risk and are not suitable for retail investors. Set out below are certain material risk factors associated with the investment strategies and types of investments relevant to most of the AIFM’s clients. Below is a summary of material risks associated with the private equity strategy: • Private Equity Risk: These are complex instruments - private equity investments often involve complex investment vehicles and therefore may not be suitable for all clients or be appropriate for their circumstances. Investors are advised to view private equity exposure as a small percentage of their overall portfolio or as part of a fully diversified portfolio. Private equity investments have unique risks that should be understood prior to investing. These investments are often subject to lock-in periods (often 10 years or more) and therefore should be regarded as longer-term investments. It may be difficult to sell these investments at a reasonable price and, in some circumstances, it may be difficult to sell such investments at any price. It may also be difficult to assess a proper market price of such investments and limited valuation information results in limited marketability and transferability. investee companies or projects may be geared by loan facilities that rank ahead of the company’s investment. • Bankruptcy of Investee Company: The Firm may make investments in investee companies that may experience financial difficulties and become insolvent or file for bankruptcy protection. The laws of various countries relating to any bankruptcy proceedings could operate to the detriment of the investment. There is also a risk that a court may subordinate the investment to other creditors or require the applicable client to return amounts previously paid to it by an investee company that becomes insolvent or files for bankruptcy, a risk that could increase if the client has management rights in such investee company. • Reliance on the Management of Investee Companies. Although it is the intention of the Firm to invest in companies whose management has shown a successful track record and to continue to provide oversight to such management, there can be no assurance that any investee company’s existing or future management team will be able to operate successfully. Moreover, some companies will depend for their success on the management talents and efforts of one person or a small group of persons whose performance, death, disability or resignation would adversely affect their businesses. • Non-Controlling Investments: Notwithstanding intentions described herein, the Firm may cause a client to hold less than fifty percent (50%) of the outstanding voting interests of any investee company and, therefore, may have a limited ability to protect its investments in any such investee company, although as a condition of investment, the Firm may negotiate representation on the board of directors of each such investee company or appropriate minority shareholder and supervisory rights to protect the client’s investments. There is no assurance, however, that such representation, if sought, will be obtained. 28  • Investments in Unquoted Companies: Investments in unquoted companies are intrinsically riskier than in quoted companies. Moreover, companies in which the Firm may invest on behalf of its clients may be small, vulnerable to changes in markets, regulation and technology and dependent on the skills and commitment of a small management team or of the Firm itself. • Lack of Diversification: The Firm’s investments on behalf of its clients may be made in companies for which a single asset (e.g., a power plant) comprises all or a significant proportion of its value. Accordingly, the investment’s return will be based on that specific asset’s performance. Risks of the individual assets would include, but are not limited to, construction risk, operating and commercial risk, catastrophic and force majeure risks, and the regulatory risk related to such assets. While supplier warranties may provide for certain equipment claims and owner protections, investments in sector projects depend on technologies that have risks of workmanship, installation and generation and catastrophic or degradation risk that cannot be ruled out. • No Operating History: It is possible that some of the investments the Firm makes on behalf of its clients will experience financial or financing difficulties which may not be overcome during the holding period of the investment. Moreover, the Firm may make investments on behalf of its clients in projects or companies with short or no operating histories or in an early stage of development, which do not have a proven operating record, which may rely on a few key individuals, which may require additional capital to support their operations to finance expansion or to maintain their competitive or regulatory position, or which may otherwise be in a weak financial condition. Such investments may also face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, or a larger number of qualified managerial and technical personnel. • Leverage: The investments the Firm makes on behalf of its clients may include companies and projects whose capital structures have significant bank and/or other corporate leverage and/or other obligations ranking ahead of the client’s investment, including non-recourse secured project financing where leverage typically ranges from 65% - 85% of capital employed. The leveraged capital structure of such investments may increase their exposure to adverse project operation scenarios (damage, underperformance of production, etc.) or economic factors (rising interest rates, downturns in the economy, etc.) or other causes of deterioration in the condition of the investments or such investment’s industry with adverse consequences to equity value, the client and its investors, particularly in view of the client’s position within the capital structure. The client may be restricted in the exercise of its rights in respect of its investments by the terms of subordination agreed between it and the debt ranking ahead of the client’s investments. Accordingly, the client may not be able to take the steps necessary to protect its investments in a timely manner or at all. Additionally, To the extent that an investee company has a leveraged capital structure, such investee company may be subject to increased exposure to adverse economic factors such as a significant rise in interest rates, a downturn in the economy or a deterioration in the condition of such investee company or its industry. In the event that such investee company is unable to generate sufficient cash flow to timely meet principal and interest payments on its indebtedness, the value of the client’s investment in such investee company could be significantly reduced or even eliminated. As described above, lenders would typically have a claim that has priority over any claim by the client in such investee company in an insolvency event or proceeding. • Political and Regulatory, including tariff and permitting Risk: Investments by the Firm on behalf of its clients will often be in economic sectors that are subject to or reliant upon regulation by national governments and political subdivisions 29  thereof. Certain regulations may require the clients to incur substantial additional costs or lengthy delays in connection with an investment. In addition, governmental regulations are not predictable and the profitability of an investment may be subject to political, economic, social and/or market developments. • Contingent Liabilities on Disposition of Investments: In connection with the disposition of an investment in an investee company, the Firm may be required to make representations on behalf of its clients about the business and financial affairs of such company typical of those made in connection with the sale of a business or may be responsible for the contents of disclosure documents or specific warranties under contractual agreement or applicable securities laws. The client also may be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate or misleading. These arrangements may result in the incurrence of contingent liabilities for which the client may establish reserves or escrow accounts or undertake other risk mitigation provisions at some cost. In addition, Investors in a fund client may be required to return amounts distributed to them to pay for the fund’s indemnity obligations. • Exchange Rate Risk: Performance may also be affected by currency fluctuations. Investments may be in different currencies, which may vary. Where appropriate currency risk may be hedged, partially or in full. Hedges may not remove all the risk associated with the amount at risk or be adequate for managing this risk due to uncertainties with the investments. • Illiquidity Risk: Investments in small companies made by AIFM on behalf of its clients will be highly illiquid as some of the underlying securities may be non- realizable. Funds that hold illiquid unlisted investments may experience more volatility. There is likely to be a less active secondary market for the shares of the investee companies. Even for a successful investment, any return at fund level may be unlikely to occur for a number of years from the time an investment is made. In terms of overall suitability, such funds should only be a component of a balanced portfolio. The investment opportunities offered by the Firm’s funds and strategies are for those willing to commit to medium/long-term investment horizons. • Diversification Risk: Investing in the funds or strategies should only be done as part of a diversified portfolio. It also means that investors should only invest a smaller proportion of their capital in specialist asset classes with the majority of their investable capital invested in safer, more liquid assets. • Emerging Markets Risk: Prospective investors should be aware, in particular, of the risks of investing in investments in small and emerging markets which can be more volatile and less marketable than those in more developed markets. Investors should also consider carefully whether such investments are suitable for them and, if so, how substantial a part of their portfolio such investments should be. • The LP Committee: Although any LP Committees are intended to act as the representative of the investors, the LP Committee may not have the same interests as all investors and may have interests that conflict with those of other investors. Furthermore, the LP Committee cannot be expected to have expertise in private equity investing in the sector, and certain of its determinations may, in fact, adversely affect the performance of the client. • Capex and Supply Chain: Project valuations are affected by variations in capex. Supply chain constraints can have timing and price implications on the investments. • Force Majeure: “Force majeure” refers to the legal concept, included in certain commercial and other contracts, whereby a party to a contract may be excused from performing its obligations to the counterparty under such contract where 30  performance is made impossible or highly impracticable as a result of an event that the contract parties could not have anticipated or controlled. Examples of force majeure include earthquakes, floods, national emergencies and potentially (under certain facts and circumstances) government-mandated closures resulting from viral outbreaks like COVID-19. The investee companies in which the Firm invests on behalf of its clients may be parties to contracts that include force majeure clauses and, as a result, these contracts may not be enforceable against certain of their counterparties (including suppliers of their raw materials and purchasers of their finished goods, products or services) if a force majeure event has been deemed to have occurred. The determination of whether a force majeure event has been triggered under a contract or otherwise is a mixed factual and legal one, and investee companies may incur legal costs in disputes with counterparties regarding whether any such event has occurred. If an investee company were unable to enforce a material contract as a result of a force majeure event, and/or if it incurred significant legal expenses in a dispute over a force majeure event, the results and prospects of that company (and possibly the client) may be adversely affected. • Valuation: While the Firm’s valuations of unrealised investments are based on assumptions that the Firm believes are reasonable under the circumstances at the time of valuation, whether on a public market basis or an estimated fair market value basis, the actual realised returns on unrealised investments will depend on, among other factors, future operating results, the value of the assets, asset performance and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions used to calculate valuations, including those noted in the prior performance data contained herein are based. Accordingly, the actual realised returns on these unrealised investments may differ materially from the (assumed) returns indicated herein. • Inflation: Some economies have experienced substantial changes in rates of inflation in recent years. Moreover, some power sales agreements or feed-in tariffs that benefit investee companies may be linked to inflation. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effect on both infrastructure asset companies and the economics and securities markets of countries as well as on the matching of revenues and expenses of any investee company. There can be no assurance that changes in inflation or unexpected levels of inflation will not have an adverse impact on investee company performance or the PE Funds’ returns. • Co-Investment Opportunities: The Firms might offer co-investment opportunities to other investors and establish a Co-investment Fund. Any such co-investment opportunities are offered at the discretion of the Firm and, whilst such opportunities may be offered to investors in that particular PE Fund, there is no obligation to do so. In offering co-investment opportunities, the Firm can consider (and weight) a variety of factors as it deems appropriate in light of the particular facts and circumstances. As a result, no PE Fund investor should have an expectation of participating in any, or any particular, co-investment opportunities. • Cybersecurity / Data Protection: The Firms, the general partners and the PE Funds’ service providers and other market participants increasingly depend on complex information technology, and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a PE Fund and/or the investors, despite the efforts of the Firms’, PE Funds’ and Investee companies’ service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the PE Funds and investee companies. For example, 31  statements, reports and other communications relating to the PE Funds and/or the investors’ interests will be provided in electronic form, such as email or via a password-protected website and these may be modified, corrupted, or contain viruses or malicious code, may not be compatible with an investor’s electronic system and/or may not be accessible to investors, preventing timely receipt of PE Fund notices and/or reporting. Third parties may also attempt to fraudulently induce employees, customers, third party service providers or other users of the administrator’s systems to disclose sensitive information to gain access to the PE Fund’s data or that of the investor and/or disrupt the operations of the Firm and their service providers and/or other counterparties, which could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, personal data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause service providers and, in turn, the PE Fund to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of risks are also present for portfolio companies and may therefore cause the PE Fund’s investments to lose value. • New Technologies, Artificial Intelligence: A PE Fund may be exposed to competitive risks related to the adoption and application of new technologies, including artificial intelligence, by established market participants, new entrants and others. Artificial intelligence is a new and developing technology and the scope of its potential uses and impact on a PE Fund are difficult to predict. Market participants may, for example, seek to utilize artificial intelligence to identify investment opportunities, conduct due diligence on potential investments and counterparties, perform market research, monitor and maintain existing investments, assist in property management and enhance tenants' overall experiences. The AIFM may not be successful in anticipating or responding to these developments on a timely and/or cost-effective basis. • Environmental, Operational and Technical Matters: Environmental laws, regulations and regulatory initiatives play a significant role in certain industries and can have a substantial impact on investments in those industries. The PE Funds’ investee companies may be affected by deleterious substances and other environmental problems. A PE Fund will therefore be subject to all the risks arising under applicable environmental laws and regulations from the acquisition, holding and disposal of contaminated projects, including loss and reduced returns resulting from environmental claims, related occupational safety issues and claims and the performance of requisite clean-up work. Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current or previous owner or operator of real property may be liable for non- compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury, property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is, or was ever, owned or operated by that person. Any liability of investee companies resulting from non-compliance or other claims relating to environmental matters could have a material adverse effect on the value of such investee companies. In certain jurisdictions, the liability of the PE Fund as owner of contaminated projects may exceed the value of the projects concerned and/or the aggregate assets of the PE Fund, and the laws and regulations relating to such liability may change. In addition to liability issues, environmental problems affecting investments may limit the Fund’s ability 32  to raise or maintain debt financing secured by such investments or to dispose of such investments. Renewable/clean energy assets may be subject to operating and technical risks, including the risk of mechanical breakdown, spare parts shortages, failure to perform according to design specifications, labour strikes and disputes, work stoppages and other interruptions and other unanticipated events which adversely affect operations. While a PE Fund may seek investments in which appropriately insured third parties bear many of these risks, there can be no assurance that any or all such risks will be mitigated or that such third parties will perform their obligations to a PE Fund or that insurance will be available on commercially reasonable terms. Electricity generation assets tend to be connected through technically complex machinery and equipment which is monitored and regulated by control systems. There is a risk that operation of such systems can be interrupted, resulting in longer than normally expected downtimes. An operating failure of the kind described above may result in an adverse effect on a PE Fund’s investment in the relevant project. A PE Fund may invest in sites categorised as greenfield projects, which involve investing in a very early stage in the lifecycle of an investment. Greenfield projects are not operational and substantial expenditure may be incurred by a PE Fund to progress an investee company from a greenfield project to an operational, cash-generating project. During the period between investing in a greenfield project and such project becoming operational and cash-generative, changes in laws, regulations, environmental requirements and initiatives, planning restrictions, permissions, emissions restrictions, available energy tariffs and/ or grants, demand for the type of energy that the relevant investee company intends to generate, legality of sources of energy may occur, resulting in the relevant project not generating a return for a PE Fund. • Scrutiny and Regulation of Private Fund Industry and Financial Services Industry: The current regulatory environment in the United States may be impacted by future legislative developments and election results. The uncertainty of future elections and legislation around private fund advisors could adversely impact a PE Fund and its ability to achieve its investment objectives and increase any create incremental costs of compliance with any such rules which, to the extent permitted by the governing documents, will be borne by the PE Funds. limited • Bank failures. Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non- performance by financial institutions or transactional counterparties, could adversely affect the investment strategy and its investee companies current and projected business operations and financial condition. Actual events involving liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. If any of the invest companies’ lenders or counterparties were to be placed into any form of insolvency, then the PE Fund or its investee companies may be unable to readily access deposits or credit facilities. Deposits may not be paid out in full if such amounts are not insured or guaranteed by another creditworthy entity or government insurance/compensation scheme, which may expose the PE Fund or its investee companies to loss. In addition, if any of the PE Fund’s or its investee companies customers, suppliers or other parties with whom they 33  conduct business with are unable to access funds or credit facilities, such parties’ ability to satisfy obligations to the PE Fund or its investee companies could be adversely affected. In addition, investor concerns regarding the U.S. or international financial systems could result in less favourable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult to acquire financing for investee companies on acceptable terms or at all. Management of Investment Risk Investment Risk in the Listed Equities business comprising our Listed Equities and Fixed Income strategies is managed through the core pillars. Firstly, risk management by portfolio managers at the portfolio construction level, secondly portfolio risk advisory by our Quantitative Research Group and thirdly independent investment risk oversight by our Investment Risk Function which is part of our second line Enterprise Risk team. Investment risk management is a standing agenda item at the monthly Investment Committee meeting, which receives investment risk reports from both our Quantitative Research Group and our Independent Enterprise Risk function. The Enterprise Risk Committee and the Audit & Risk Committee receive reporting quarterly on risk management from the enterprise risk team, which includes KRI reporting on investment risk management. The Firms have been developing investment architecture (the “Impax Portal”) for the Listed Equity team that helps cater to our management of investment risk. The “Impax Portal” is a web-based portfolio management application and SQL database utilising Microsoft Azure and Bloomberg AIM Services. The product has been developed in-house to organise our custom data and provide services to our portfolio managers, risk managers and analysts. Specifically, the “Impax Portal” includes tools that: • House all our internally generated company level data, controlled via SQL code; • House a front-end, company level analysis generated by our investment team for our investments (“Security Hub”); • Enable the management of accounts within a strategy using a model portfolio management approach (“MPM Hub”); • Run daily portfolio analytics for the accounts in the form of a PRM risk report (“PRM Hub”) for the portfolio teams to monitor the “shape” of their exposures relative to the reference index(s). Furthermore, our portfolio teams meet formally every week/fortnight at the PRM meetings which provide further opportunity to dive deeper into the levels of portfolio exposures, concentrations, stock valuation upside/downside potential, emerging ESG issues at both company level or the wider landscape and broader market considerations; • Monitor daily top-down risk (“IC Hub”) via key investment risk metrics across the LE investment platform. The “IC Hub” monitors: • Securities that are moving high (or low) in the valuation barometer range • Soft limit breaches on PRM (defined below) reports • Security downside alerts • ESG security alerts • Idea pipeline • Liquidity, including stress testing 34  • Capacity • Turnover • Overlap across strategies • Portfolio key metric charts that show evolution through time of certain metrics • Portfolio level characteristics covering valuation, earnings growth and returns on capital • Portfolio risk model analysis • Portfolio exposures by GICS, region, economic sensitivity, end-market, financial quality rating & currency • Portfolio level total return decomposition, including delivered earnings growth • Firm-wide top holdings by free-float, issued capital and USD invested The sources of data that these reports are constructed from includes Bloomberg AIM, Bloomberg PORT, Sustainalytics, Credit Suisse HOLT, MSCI, FTSE and the “Impax Portal”. Weekly portfolio review meetings (PRM) provide further opportunity to dive deeper into the levels of portfolio exposures, both in absolute terms and relative to benchmark, stock valuation upside/downside potential, emerging ESG issues at both company level or the wider landscape and broader market considerations. Trade Process Portfolio construction and order generation are the responsibility of the portfolio managers. The Firms uses Bloomberg AIM for pre and post-trade compliance and order management. After the portfolio managers have submitted an order and cleared pre-trade compliance, the trading desk executes trades with discretion with approved brokers. The Firms’ trading desk executes trades through Bloomberg EMSX. The trade then moves to Investment Operations, where it is matched via DTCC’s Central Trade Manager system (“CTM”) and automatically processed using Straight Through Processing (“STP”), mitigating human error. Swift notification is used (via DTCC’s Settlement Notification) to transmit confirmed trade instructions to custodians in order to settle trades. Investment Operations oversees any settlements via a centralised oversight platform called Fail Station (Bloomberg product). At the end of each day a trade summary is performed to ensure all trades are matched and instructed where possible. Where eligible, trades are reported to the FCA, using Bloomberg’s ARM, RHUB. Following the markets closing, a post trade compliance report is run, in accordance with investment guidelines. Trading Errors A trade error occurs when the centralised trading desk or, in specific circumstances, a portfolio manager, does something in respect to trading that they did not intend to do and result is an inappropriate, incorrect, duplicated or missed transaction being processed. The Firms record all trading incidents in the Risk Management System Protecht and in line with its Global Incident Management Procedure. The Firms recognise that clients should not be disadvantaged due to a trading error and will swiftly respond as soon as one is detected. The Firms uphold clients’ interests by ensuring a thorough analysis of the trading error along with the adoption of suitable measures to ensure that the clients’ portfolios are returned to their intended position. The Firms ensure that any remedial measures are actioned in a timely manner, including monetary compensation if applicable. All trade errors are independently reviewed by the Risk Team for control failures and by the Compliance Team to ensure customers are 35  treated fairly. If the Compliance Team suspect there is a potential regulatory impact or reporting requirements, they will determine and initiate next steps for reporting. Item 9. Disciplinary Information The Firms have no legal, regulatory or disciplinary events that are material to a client’s or prospective client’s evaluation of the Firms or their management. Item 10. Other Financial Industry Activities and Affiliations The Firms and their employees are not registered, nor do they have an application pending to register, as a broker/dealer, futures commission merchant, commodity pool operator, or commodity trading advisor. The Firms have a number of affiliated investment advisers. All are subject to appropriate information barriers and a Global Trading Policy that addresses certain conflicts of interest, including the allocation of investment opportunities. Arrangements with related persons that are material to the Firms’ advisory business are as follows: • Impax has helped to seed funds managed by the Firms: o o Impax is a limited partner in Impax New Energy Investors II LP, a fund investing in projects in the renewable energy and related sectors. Impax has committed to invest up to Euro 3.298m into the fund. Impax is a limited partner in Impax New Energy Investors III LP, a fund investing in projects in the renewable energy and related sectors. Impax has committed to invest up to Euro 4.0m into the fund. o As a limited partner of the carried interest vehicle, Impax receives carried interest if payable. • Impax has also made investments in, and subsequently redeemed such investments from, other funds managed by the Firms. These investments are fully disclosed in the accounts of Impax. • IAM acts as an investment manager to Impax New Energy Investors IV SCSp, BNRG USA Co-Invest SCSp, and AIFM acts as investment manager to Impax New Energy Investors II LP and Impax New Energy Investors III LP. • Impax Asset Management (Hong Kong) Limited (“Impax HK”), a wholly owned subsidiary of Impax, is registered with the Securities and Futures Commission of Hong Kong. Impax HK provides investment services to the Firms and certain funds managed by the Firms. The Firms pay a fee for these services. No material conflict of interest is considered to exist in respect of the arrangement. • Impax Asset Management Ireland Ltd., a wholly owned subsidiary of Impax, was incorporated and registered with the Central Bank of Ireland as an asset management company, in order to facilitate the Group’s continued operations into the EU. • Impax LLC, a wholly owned subsidiary of Impax, is registered with the SEC and is the investment manager to the Impax Funds. IAM acts as a Sub-Adviser to certain funds managed by Impax LLC. IAM has full investment discretion and makes all determinations with respect to the investment of each sub advised fund’s assets, subject to the general supervision of Impax LLC and the Board of Trustees of the 36  relevant Impax fund. Impax LLC (and not the Impax Funds) pays a portion of the advisory fees it receives to IAM in return for its services. • Additionally, AIFM is affiliated with the general partners to each of the funds it advises. These general partners include: Impax Global Resource Optimization (GP) Limited, Impax Global Opportunities (GP) Limited, INEI II GP (UK) LLP and INEI III GP (UK) LLP. IAM is also affiliated with INEI I GP (UK) LLP and INEI IV GP S.à r.l. Item 11. Code of Ethics, Participation or Interests in Client Transactions and Personal Trading Code of Ethics The Firms place the utmost importance on client trust and their fiduciary responsibilities to clients in all aspects of the business. The Firms have adopted a Code of Ethics (the “Code”) that complies with SEC Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Standards of Business Conduct and Compliance with Federal Securities Laws The Code sets forth standards of business conduct for the Firms and their “Supervised Persons” (e.g., employees, contractors (short and long-term), consultants, interns and any other persons so designated by the Firms’ Chief Compliance Officer). The Code is based on the principle that the Firms and their Supervised Persons have a fiduciary duty to act in the best interests of the Firms’ clients. Supervised Persons must comply with federal securities laws, acknowledge that they have read and understand the Code upon employment and at least annually thereafter and report any violations of the Code to Compliance. Pre-clearance Requirements for Personal Trading by Access Persons The Firms deem all Supervised Persons to be “Access Persons” for purposes of the Code. Access Persons must obtain clearance from the Chief Compliance Officer or his delegate prior to effecting any securities transaction, other than those specifically exempted by the Code, in which they, their families (including spouse (or spousal equivalent), minor children and adults living in the same household), or trust of which they are trustees or in which they have a beneficial interest, are parties. This includes a specific requirement for Access Persons to obtain clearance prior to directly or indirectly acquiring any beneficial interest in securities in an initial public offering or in a private placement. Reporting Requirements for Access Persons Each Access Person of the Firms and his/her family members (including spouse (or spousal equivalent), minor children, and adults living in the same household) will submit to the Chief Compliance Officer periodic report regarding accounts, securities held and transactions in securities owned of record and beneficially held. Copies of the Code Available A copy of the Code is available to any client or prospective client on request to John Boese at (603) 431-8022 or by writing to John Boese, Impax Asset Management, 30 Penhallow Street, Suite 100, Portsmouth, NH 03801. 37  Participation or Interest in Client Transactions and Conflicts of Interest The Firms do not invest in securities for their own accounts. The Firms’ personnel can trade in securities for their own accounts, including securities that the Firms have purchased and sold, or recommended for purchase and sale, for clients provided however, that Access Persons are required to obtain clearance in advance for trading in securities as described above. Clearance to trade will generally not be granted if any of the Firms’ clients traded or intend to trade within a 24-hour period (or more) before or after clearance is requested. Participation or interest in client transactions is further detailed above in Item 10. The Firms have a Global Conflicts of Interest Policy which applies to conflicts of interest that may give rise to a material risk to the interests of any client. The Firms conduct their business according to the principle that they must manage conflicts of interest fairly, both between themselves and a client, and between one client and another. In identifying conflicts of interest, the Firms consider the factual circumstances and will take into account whether they are likely to: • make a financial gain, or avoid a financial loss, at the expense of the client or clients; • have an interest in the outcome of a service provided to the client, or the outcome of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome; • have a financial or other incentive to favour the interest of one client or group of clients over the interests of another client or group of clients; • carry on the same business as the client; • • receive, from a person other than the client, an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service; or if proceeding with the conflict of interest is in violation of law applicable to the Firms or governing documents or is otherwise prohibited. The Firms’ policy is to take all reasonable steps to maintain and operate effective organizational, procedural and administrative arrangements to identify and manage conflicts. The Firms have in place procedures that address the identification and management of actual and potential conflicts of interest that may arise in the course of the Firms’ business. The Firms are required to manage any conflict of interest which arises promptly and fairly. Principal and Cross Transactions The Firms do not engage in principal transactions whereby the Firms trade portfolio securities directly with a client account. To the extent permitted by, and in compliance with, applicable law and any applicable governing documents, the Firms may effect a “cross transaction” between their client accounts in which one client will purchase a security held by another client. The Firms may enter into a cross transaction for rebalancing purposes, where a particular client needs liquidity, to reduce or eliminate transaction costs or market impact, or otherwise. The Firm will enter into cross transactions only when the transactions are consistent with the best interests of both clients and at a price that the Firm believes constitutes best execution for the clients. The Firms do not receive any commission or other compensation in connection with these transactions and will always execute these transactions on a trading venue. The Firms place the utmost importance on client trust and their fiduciary responsibilities to 38  clients in all aspects of the business. All cross trades must be pre-approved by Investment Compliance. Item 12. Brokerage Practices Clients’ Interests As a fiduciary, the Firms have to act in accordance with the best interests of their clients and seek best execution when placing orders with brokers for execution that result from decisions by the Firms to deal in financial instruments on behalf of our clients and funds and to take all sufficient steps to seek the best possible result for their clients and funds when directly executing orders with an execution venue on behalf of their clients. The Firms will always execute client orders acting as agent. Best execution requires the Firms to execute transactions for clients in such a manner that is the most favorable under the circumstances, taking into account all relevant factors. The best price, while very important, is not the only consideration. We seek best execution for all our funds, regardless of whether commissions are charged. Broker Selection The Firms will select the execution broker that in their judgement is the most appropriate, taking into account the execution factors and execution criteria. The trading desk will only execute with approved counterparties with whom the Firms have confidence in the confirmations and settlements process of the market and particular counterparty. The Firms continuously monitor and evaluate the performance and execution capabilities of brokers that transact orders for our clients to ensure consistent quality executions. This information is reported to the Firms’ Global Best Execution Committee, which oversees broker-selection. Execution Factors When executing orders, the Firms will take all sufficient steps to achieve best execution, subject to and taking into account, any specific instructions from the client, the nature of such orders, the priorities its clients’ place upon it in filling those orders and the nature of the markets and products in question. In order to deliver best execution, the Firms use knowledge, experience and judgement to execute trades on behalf of its clients taking into consideration a number of execution factors including: ● The price that the order can be executed at; ● The costs of execution of the transaction to the client; ● The speed of execution of the transaction; ● The size and nature of the order; ● The current liquidity of the relevant security; ● The likelihood of achieving execution and settlement; ● Any other consideration relevant to the execution of the specific order (the “Execution Factors”). Execution Criteria 39  The Firms are required to determine the relative importance of the Execution Factors for its clients by taking into account the following criteria: ● The characteristics of the client, including the categorisation of the client; ● The characteristics and nature of the client order; ● The characteristics of the financial instruments that are the subject of that order; and ● The characteristics of the execution venues/brokers to which that order can be directed (the Execution Criteria”). In considering the Execution Criteria and the importance of the Execution Factors, the Firms also take into account the client’s understanding and experience of the market in question, the client’s dealing profile, the nature of the dealing service the client requires, and the specific and general instructions given to the Firms by the client which may prioritise how the Firm fills client orders. Aggregation and Allocation of Orders Impax will aggregate client orders when it is in the clients’ best interests (which will not work to the disadvantage of each client). Orders will be aggregated in order to facilitate best execution in a manner intended to help ensure no participating client is favoured over any other client, on average, over time. Aggregated orders should receive the same average price and transactions costs on execution. In situations where two orders for the same security are entered into the same direction for different clients, the trader will generally aggregate the initial order with the subsequent order. IAM may aggregate orders for the same security entered in the same direction at different times, unless doing so would disadvantage existing orders. In some cases, aggregation may not occur if deemed impractical or unlikely to materially impact execution quality or cost. In accordance with ERISA, an investment made on behalf of one or more clients should not be made at the expense of another group of clients. Impax’s trade allocation standard requires transactions to be allocated fairly among portfolios. Trade allocation must be determined on a basis that is fair, reasonable and equitable to all clients based on Impax’s policies and client investment objectives and to avoid giving unfair preference to one client or a group of clients over another. In cases of partial fills, the received quantity is allocated proportionally across applicable accounts. Impax promptly allocates part or all of an aggregated order that has been filled in accordance with local regulatory requirements. Impax will not give preference to one client or group of clients over another and will endeavour to ensure fair allocation occurs. This principle will also apply when purchasing less liquid stocks. Reallocations should reflect the original intention and must be carried out prior to settlement unless in exceptional circumstances. Any errors in allocation will be promptly corrected so as to not benefit any one client above another. 40  Reallocations are not permitted from one account to another except where: ● The initial allocation was erroneous; or ● Where the order is only partially executed resulted in an uneconomic allocation to some clients Reallocations require sign off by Investment Compliance and trading should ensure documentary evidence of the reallocation is maintained. A reallocation should be: ● At the price paid for each designated investment concerned (net of all relevant fees and commissions); or ● Priced at the volume weighted average price of a series of transactions Brokerage and Eligible Research Services The Firms negotiate specifics around payment for research services with their clients, but overall believe that, in aggregate, the services it receives benefits clients and assists in fulfilling its overall fiduciary duty to clients. The Firms determine in good faith that the amount of the commission is reasonable in relation to the value of such services. Client commissions utilized to pay for brokerage and research often are referred to as “soft dollars.” The Firms act in the best interest of their clients and ensure that any conflict of interest arising are adequately managed and mitigated. The Firms do not receive research paid for with soft dollars as research and execution services are “unbundled”, managed separately and independently. The Firms are required to make explicit payments for any third-party research consumed and demonstrate that research contributes to better investment decisions and is therefore not an inducement. The Firms use a Research Payment Account (“RPA”) through which all research collections and payments must flow. Third party research providers are paid for eligible research services that have assisted the portfolio managers in investment decisions for client portfolios directly from the RPA. The Firms only pay for research that supports the portfolio managers’ investment decision making responsibilities. This process enables the Firms to accurately track expenditure on research services and identify the best providers of the research services the Firms receive. The quality of all research received is analyzed by the portfolio managers and the Firms’ research teams as part of the Firms’ investment process. Impax use a research platform and commission manager to assist with the process, including commission collection, budgeting, evaluation and provider payments. This process enables the Firms to accurately track expenditure on research services and identify the best providers of the research services the Firms receive. The Global External Research Oversight Committee approves the annual budget, monitors any regulatory impact and meets quarterly to oversee the quarterly evaluation process. Wrap Fee Programs and Communication of Model Portfolio Holdings As previously noted in Item 4, IAM participates in Wrap Fee Programs. Additionally, IAM delivers model securities portfolios to Model Recipients. In most cases, IAM delivers the model to the Model Recipient who then handles trading on behalf of the clients, however IAM may execute orders for some Wrap Fee Program accounts. From time to time, IAM’s 41  Wrap Fee account clients and Model Recipients may trade the same securities at the same time. In these circumstances, IAM will use a methodology to deliver model holdings to Model Recipients and effect trading on behalf of its other clients, including Wrap Fee Program accounts, that it believes to be fair and equitable. Normally, this methodology will place Wrap Fee Program accounts and Model Recipients and their clients under a simultaneous trading program. To achieve this, the Firm will provide model trade instructions to all accounts on a simultaneous basis. This process of simultaneous notification is designed to avoid systematically favoring one account or group of accounts over another. From time to time, IAM may use another methodology that it believes to be fair and equitable. Typical Account Groups: Discretionary clients generally have the following characteristics: • The Firm has full discretion to trade securities that are consistent with the investment strategy and limitations on a client’s behalf. Non-discretionary clients generally manage the implementation and execution of portfolio ideas without the involvement of Impax and have the following characteristics: • Advisory - typically institutional clients who implement the trade recommendations sent by Impax. • Model delivery - when Impax transmits periodic (example: upon model change, or monthly) security weightings or buy and sell instructions to a client, which typically is another investment adviser. There are various methods of delivery of the models, including email, SFTP or direct entry to their investment platform. The platform or recipient then has complete discretion to execute trades on behalf of its underlying investors, considering any client restrictions. to Trade recommendations and model portfolios are delivered simultaneously discretionary and non-discretionary clients following PM adjustment sign off in MPM. The Firms’ approach to providing simultaneous trade instructions will remain consistent. for trading and trade that a rotational arrangement The Firm acknowledges recommendations may be introduced for certain strategies over time, for reasons specific to those strategies. Where a need to introduce such an arrangement occurs, the Policy can be reviewed and updated to ensure that the features relating to such an arrangement are appropriately captured. Impax utilises pre-determined capacity limits on eligible strategies, and strategy capacity is subject to regular review. Impax also conducts Transaction Cost Analysis (“TCA”) to assess and avoid the trading conflict that may arise as a result of Impax’s discretionary and non-discretionary business. IAM may seek to aggregate trades among wrap programs that allow “step out” trades to be executed. These trades may be further aggregated with trades that the Firm is effecting on behalf of other discretionary accounts. There will, from time to time, be circumstances that cause a particular wrap sponsor or Model Recipient to not be able to receive trade instructions in accordance with the above process (depending on a variety of factors), but 42  the Firm will ensure the method is appropriate under the circumstances and such alternative trading is fair and equitable. Because of the mechanics of the simultaneous process and other factors, trading for the IAM’s institutional and other discretionary accounts may be completed prior to the completion of all trades for wrap accounts and may be effected at the same time as trades are being executed for wrap accounts and Model Recipients. As a consequence, trading by or for a Model Recipient or wrap program client may be subject to price movements, particularly with large orders or where the securities are thinly traded, which may result in Model Recipients or wrap program clients receiving prices that are less favorable than the prices obtained by the Firm for its discretionary client accounts or other accounts managed by the Firm. As such, the Firm’s institutional or other discretionary accounts may, over time, obtain better execution, including more favorable prices for their transactions than wrap accounts or Model Recipients purchasing or selling the same securities. Alternatively, the same factors may result in wrap clients or Model Recipients completing trading before or at the same time as the Firm’s trading on behalf of institutional or other discretionary accounts. The Firm considers the delivery of a model to a Model Recipient, or communication of trading instructions to a wrap program client as simultaneous notification. In some cases, the wrap accounts or Model Recipients may obtain better execution because the Firm does not control a Model Recipient’s execution of transactions, and the Firm cannot control the market impact of such transactions. Item 13. Review of Accounts The portfolio managers are generally responsible for the daily management and review of the institutional client accounts and funds under their supervision. Such reviews are likely to include a number of factors, including compliance with client investment objectives and guidelines, asset allocation and variance from target allocation, performance, valuation and current investment processes. These reviews are conducted regularly but can also be triggered by factors that may include changes in market conditions, strategy or investment objectives. Clients receive regular monthly or periodic reports and these reports include investment performance, investment strategy, and market outlook and portfolio holdings. Item 14. Client Referrals and Other Compensation The Firms do not receive compensation from third parties for advisory services to clients. The Firms can engage one or more persons to act as agent for a fund in connection with the offer and sale of interests to prospective investors, subject to compliance with applicable law. Fees payable will be negotiated individually between the Firms and the agent. Item 15. Custody IAM does not accept “custody” within the meaning of Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) of its clients’ assets. If, in the future, IAM accepts a private fund client where the general partner is IAM’s related person, IAM will have custody regarding the assets of that fund client and will follow the procedures described below for AIFM. AIFM has “custody” within the meaning of the Custody Rule of the assets of the private funds it manages because the Firm is under common control with the general partner of 43  each such fund and each general partner has access to the assets of the applicable private fund’s assets. AFIM complies with the Custody Rule regarding each such fund by preparing and providing audited financial statements to the private fund investors on an annual basis. Item 16. Investment Discretion In accordance with the rules of the FCA, the Firms have signed investment management agreements for all clients before undertaking any discretionary management services for clients. This agreement is negotiated with each client and clearly states, inter alia: the categorization of the client the services to be provided the limits on the discretion to be exercised by the firm • • • • specific investment guidelines for that client • • • reporting requirements fees payable termination provisions The investment guidelines are monitored pre and post trade by the Investment Compliance department using the order management system compliance tools. Item 17. Voting Client Securities The Firms have authority for voting client securities on behalf of the funds relating to the portfolio companies in which they invest. The Firms are committed to ensuring the consistent exercise of proxy voting, which is conducted following publicly disclosed voting guidelines and policies. Fund investors are not able to direct how the Firms will vote the applicable fund’s proxies. The Firms also vote proxies on behalf of other clients that have granted us their voting rights. Clients who have granted their voting rights to the Firms understand the Firms’ voting approach and have agreed to follow it. Clients who choose to vote according to their own voting policies, have retained their voting rights. ‐ term value of their clients’ shareholdings, foster The Firms aim to enhance the long corporate governance best practices and promote greater accountability and transparency in investee companies. Hence, proxy voting is a key component in the on-going dialogue with companies in which the Firms invest on their clients’ behalf. The Firms follow voting guidelines and policies in deciding how to vote on resolutions. Voting Guidelines are reviewed annually. The Firms use a third-party voting platform to facilitate vote execution, reporting and record keeping. The Firms also use third-party service providers, including proxy advisor service and research providers, to help inform analysis of relevant proxy issues and proxy votes. Ultimately the Firms decide how to vote on the resolutions independently and in the best interests of the clients. The Firms aim to exercise voting rights on all shares held. In voting proxies, the Firms will seek to avoid material conflicts of interest between their interests on the one hand, and the interests of the client on the other. The Firms review proxy votes to assess the extent, if any, to which there may be a material conflict between the interests of clients and the Firms’ own interests. 44  If it is determined that a Potential Proxy Conflict of Interest exists, the potential conflict will be promptly reported to Impax’s Chief Compliance Officer (the “CCO”). The CCO will then determine whether a Potential Proxy Conflict of Interest exists and is authorized to resolve any such conflict in a manner that is in the collective best interests of all affected clients. The CCO may decide to resolve a Potential Proxy Conflict of Interest in any of the following manners: • The Firms may disclose any potential conflict to affected clients and obtain the consent of the majority of those clients, before voting in the manner approved by the majority of those clients; • The Firms may elect to engage an independent third party to help determine how the proxy should be voted on; or • The Firms may elect to establish an internal information barrier between the relevant person(s) that are involved in the potential conflict and the person(s) involved in making the proxy voting decision, in order to insulate the potential conflict from the proxy vote decision maker. The Firms have a Stewardship Policy and Voting Guidelines publicly available on their website. Further proxy voting and stewardship information can be found in the UK Stewardship Code Statement and Stewardship & Advocacy Report, which discloses proxy voting activities and detailed proxy voting outcomes on an annual basis. Upon request, each Firm will provide clients information about how the proxies relevant to the client are voted. Item 18. Financial Information The Firms do not have any financial impairment that could affect the Firms’ ability to meet all contractual commitments to clients and complies with all financial regulations and liquidity requirements of the rules of the FCA. 45