The Adviser & Clients Upper Bay provides investment advisory services to private equity fund clients and related vehicles, focused primarily on diversified North American infrastructure investments. The Firm was founded by Marietta Moshiashvili and Mario Maselli (the “Managing Partners”). The Firm has established an investment committee (the “Investment Committee”) comprised of the Managing Partners and John Raymond, Chief Executive Officer of EMG Fund II Management, L.P., an investment adviser registered with the SEC as part of an umbrella registration together with other relying advisers (collectively referred to as, The Energy & Minerals Group or “EMG”). All investment decisions must be approved by unanimous agreement of the members of the Investment Committee. The owners of the Adviser are the Managing Partners. Other members of the management team may be assigned economic interests. Mr. Raymond has certain profitability associated with his seed investment in the platform, based on his financial and operational support. Upper Bay has entered into an investment management agreement with Upper Bay Infrastructure Partners, LP (“Fund I”) and Upper Bay Infrastructure Partners GP, LP, the general partner to the Fund (together with any other entities that serve is such capacity to any future funds, the “General Partner(s)”). Fund I was formed in 2018 with an investment strategy targeting an attractive risk-adjusted return through a balanced portfolio of mature, stable assets and growth-oriented infrastructure investments in partnership with leading operators and developers. Upper Bay Infrastructure Partners Offshore B, LP (“Offshore B”) is a parallel investment entity to Fund I, structured to facilitate participation by certain investors based on legal, tax, regulatory or other similar considerations of such investors. Fund I and Offshore B are referred to as “Fund I” as the context requires. Fund I is no longer making new investments. In addition to Fund I, Upper Bay provides investment management services to OTV Holdings, LLC, (“OTV Holdings”), Zon Holdings, LLC, and Zon Holdings II, LLC (together, “Zon Holdings”), which were established to enable limited partners and other strategic investors to co-invest in various portfolio companies alongside Fund I. Upper Bay may in the future provide investment management services to other co-investment vehicles established to make new investments in portfolio companies (together with OTV Holdings and Zon Holdings, “Co-Invest Vehicles”). Fund I, the Co-Invest Vehicles, and any future fund vehicles established by Upper Bay are together referred to herein as the “Upper Bay Funds.” In addition to the Upper Bay Funds, Upper Bay provides investment management services to Upper Bay Infrastructure Partners UC Renewables SMA, LP (“UC Renewables SMA”) and JPMorgan Private Equity Group (“JPM”) in connection with an investment in 8minutenergy (“8ME”), a solar power developer. Fund I and UC Renewables SMA invested in 8ME through MDS Capital Management, LLC (“MDS”), an affiliate of Upper Bay. Upper Bay may in the future provide advisory services to other parties with respect to other joint ventures related to portfolio company investments (together with UC Renewables SMA and JPM, referred to as “JV Partners”). Advisory Services Upper Bay tailors its advisory services to the specific investment objectives and restrictions set forth in the limited partnership agreements, investment management agreements, and other governing documents of each Upper Bay Fund or other client (collectively for each such Upper Bay Fund or client, the “Governing Documents”), not to the individualized needs of any investor in any Upper Bay Fund or other client. Pursuant to the investment guidelines and restrictions set forth in applicable Governing Documents, Upper Bay pursues infrastructure investments in the North American middle market, diversified across the transportation, power & utilities, midstream, and telecommunications sectors. The Firm seeks to construct a balanced portfolio of stable and mature infrastructure investments as well as growth-oriented platform investments in partnership with leading operators and developers. Information about Fund I and the investment objectives, strategies, restrictions and risks associated with an

investment are described in Fund I’s Confidential Private Placement Memorandum (“PPM”) and other Governing Documents, which are made available to investors only through Upper Bay and its authorized agents. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss and Item 16 – Investment Discretion. Upper Bay generally targets equity investments of up to $500 million, with commitments from Fund I ranging from $50 million to approximately $200 million and with the remaining amounts expected to be funded through co-investments by limited partners and third-party co-investors. Upper Bay invests primarily through control-oriented, shared control and in rare situations significant minority equity, equity- related and structured investments, subject to any limits set forth in applicable Governing Documents. Following an investment in a portfolio company, the Managing Partners and Upper Bay employees will generally serve on the portfolio company’s board of directors, or otherwise act to influence the management of the companies until the Fund exits the investment. Upper Bay’s Managing Partners and investment professionals have spent their careers investing and managing investments in energy and infrastructure assets through both debt and equity transactions. Mr. Raymond has substantial operating experience in the natural resources industry, having served in various executive roles throughout his career, in addition to extensive investment experience in a private equity fund energy complex. The Upper Bay Funds are offered exclusively to individuals who qualify as “accredited investors” under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended (“Investment Company Act”), and are therefore not required to register as investment companies with the SEC in accordance with the exemption set forth in Section 3(c)(7) of the Investment Company Act. Subject to the investment guidelines and restrictions in the Governing Documents for the Upper Bay Funds, Upper Bay generally has broad discretion to make investment decisions for the Upper Bay Funds. Investment in the Upper Bay Funds involves significant risks and should be regarded as long-term in nature, forming only one portion of an investor’s diversified investment portfolio. Upper Bay currently provides investment management services exclusively to the Upper Bay Funds and JV Partners. Upper Bay does not perform any type of financial planning, quantitative analysis, tax planning or market timing services. It also does not participate in wrap fee programs. As of December 31, 2022, Upper Bay had approximately $309million in regulatory assets under management (“RAUM”), all of which was managed on a discretionary basis. Upper Bay has investment discretion with respect to Fund I (subject to Fund I’s established investment guidelines), OTV Holdings (subject to certain approval rights granted to third party co-investors), and Zon Holdings (subject to certain stipulations in the applicable governing documents). With respect to the 8ME investment, Upper Bay has discretion to make investment decisions that have been approved by two of the three parties under a tri- party voting agreement with JPM and UC Renewables SMA. Compliance Oversight Upper Bay has created a compliance committee (the “Compliance Committee”), consisting of the CCO and the Managing Partners, with assistance from the Firm’s external compliance consultant. The Compliance Committee will meet periodically to address certain compliance matters as delegated to the committee under Upper Bay’s compliance policies and procedures manual (the “Compliance Manual”). Subject to oversight by the Compliance Committee, the CCO has full responsibility to develop and enforce all compliance policies and procedures. The Compliance Committee endeavors to ensure that compliance resources are adequate relative to the compliance risk profile for Upper Bay, given the Firm’s business and operations. The Compliance Committee also evaluates the results of the annual review of the Firm’s compliance program and implements appropriate amendments and enhancements to that program.