A. Our History, Ownership and Control We have been in business as an investment adviser since November 2020. We are wholly owned, directly or indirectly, by our principals Omar Khawaja, John Segrich, Shawn Singh and Ankur Sood. Mr. Singh is also our Chief Executive Officer and serves as our sole managing member. As such, Mr. Singh has controlling authority over the conduct of our business and affairs. B. Our Current Principal Investment Strategies Our current principal investment strategies are discussed in Item 8.A of this Brochure. C. Our Clients In this Brochure, we refer to our clients individually as a “Client” or a “Clear Sky Fund” and collectively as “Clients” or “Clear Sky Funds.” As of the date of this Brochure, we have the following four types of Clients: 1. Investment funds that we sponsor. These investment funds, which we refer to as “Private Funds:” ● are organized as legal entities (e.g., Delaware limited partnerships or limited liability companies, or Cayman Islands companies); ● are not registered or required to be registered as “investment companies” under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) by virtue of their reliance on Section 3(c)(7) of that Act (or because they are not subject to that Act); and ● offer and sell their securities in transactions that are not registered or required to be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Some Private Funds are “feeder” funds that invest all or substantially all of their assets in Private Funds that are “master” funds. We are affiliated with certain entities that serve as the general partners or managers of Private Funds that are organized as limited partnerships or limited liability companies, respectively. In this Brochure, references to “we,” “us,” and “our” include references to such entities where appropriate. 2. Investment companies registered as such under the Investment Company Act. We refer to these Clients as “Registered Funds.” As of the date of this Brochure, we sub-advise one Registered Fund pursuant to an investment sub-advisory agreement. We may sub-advise or advise additional Registered Funds in the future. 3. Non-U.S. investment companies, sponsored by parties that are not affiliated with us, that are not registered as “investment companies” under the Investment Company Act because they are not subject to that Act. We refer to these Clients as “Offshore Funds.” 4. Institutional investors – such as: (a) unaffiliated private investment funds that are not registered or required to be registered as “investment companies” under the Investment Company Act by virtue of their reliance on Section 3(c)(1) or Section 3(c)(7) of that Act, (b) public and private pension plans and (c) sovereign wealth funds – that enter into investment management agreements, investment advisory agreements or similar agreements with us and over whose assets we do not maintain custody. We refer to the accounts of such Clients established pursuant to such agreements as “non-custodial managed accounts” or “NCMAs.” For purposes of convenience, we sometimes refer to the following as the “Governing Documents” of a Clear Sky Fund: ● in the case of a Private Fund, such Private Fund’s: (i) private placement memorandum or similar confidential offering memorandum, (ii) investment management or advisory agreement (if applicable) and/or (iii) organizational documents (e.g., limited partnership agreement, limited liability agreement, corporate charter or similar governing document); ● in the case of a Registered Fund, such Registered Fund’s: (i) prospectus and statement of additional information, (ii) investment management or advisory agreement; (iii) investment sub-advisory agreement and/or (iv) organizational documents; ● in the

case of an Offshore Fund, such Offshore Fund’s: (i) investor disclosure document, (ii) investment management or advisory agreement; (iii) investment sub- advisory agreement and/or (iv) organizational documents; and ● in the case of an NCMA, such NCMA’s investment management, investment advisory agreement or similar agreement. D. Our Discretionary and Non-Discretionary Investment Management/Advisory Services As of the date of this Brochure, we provide investment management services to the Clear Sky Funds on a discretionary basis. As we discuss more fully in Section 16 of this Brochure, this means that, subject to the investment objective(s), strategy(ies), constraints, guidelines, restrictions and limitations set forth in the “Governing Documents” of a Clear Sky Fund (collectively, the “Investment Program” of such Clear Sky Fund), we have the legal authority to purchase and sell securities, other financial instruments and other assets for such Clear Sky Fund without receiving prior authorization from such Clear Sky Fund (or any investor or participant in such Clear Sky Fund) to effect any such purchase or sale. As of December 31, 2023: (1) we managed approximately $1,296,822,497 of Clear Sky Fund assets on a discretionary basis and (2) we did not provide investment advisory services to any Clear Sky Fund on a non-discretionary basis. As of the date of this Brochure, we do not provide investment advisory services to any Clear Sky Fund on a non-discretionary basis. We may, however, do so in the future. E. Client-Imposed Restrictions on Our Investment/Trading Activities Some of our Private Funds are “commingled” investment vehicles that are designed for multiple investors. We establish the Investment Program for each of these vehicles and manage their assets in accordance with their respective Investment Programs. Investors in these vehicles do not have the authority or ability to impose restrictions on such vehicles’ investments in particular types of securities, other financial instruments or other assets, or otherwise impose constraints, limitations or restrictions on their investment/trading activities. Similarly, in the case of Registered Funds and Offshore Funds, we typically establish the Investment Programs for such Funds through negotiation with their respective sponsors, and investors in such Funds do not have the authority or ability to impose restrictions on such Funds’ investments in particular types or securities, other financial instruments or other assets, or otherwise impose constraints, limitations or restrictions on their investment/trading activities. We also establish and manage the assets of Private Funds, and manage the assets of Offshore Funds, which are designed for a single institutional investor or group of related institutional investors. We refer to each of these Private Funds and Offshore Funds as a “fund-of-one.” In the case of a Private Fund that is a “fund- of-one,” we and the investor (or group of related investors) may mutually agree that we shall adhere to investor-specified constraints, restrictions, limitations and/or guidelines on our investment/trading activities, thereby tailoring our investment management services to the particular investment, legal, regulatory and/or tax needs of the investor. In the case of an Offshore Fund that is a “fund-of-one,” we and the sponsor of and/or investor in such Offshore Fund may mutually agree that we shall adhere to constraints, restrictions, limitations and/or guidelines on our investment/trading activities specified by such sponsor and/or investor. In connection with entering an NCMA relationship with an institutional investor, we and such institutional investor may mutually agree that we shall adhere to investor-specified constraints, restrictions, limitations and/or guidelines on our investment/trading activities.