Climate Finance Partners LLC

Code of Ethics

Effective Date: 6/15/2022

This Code of Ethics (the “Code”) is the sole property of Climate Finance Partners, LLC (“CLIFI” or “Firm”) and must be returned to the Firm should an employee’s association with the Firm terminate for any reason.

The content of this Code is confidential and should not be revealed to third parties without the consent of the Chief Compliance Officer.

Table of Contents

Introduction	1
Definitions	2
Standard of Conduct	4
Insider Trading	5
Personal Trading Procedures	6
Holdings and Transaction Reporting	7
Initial Holdings	7
Quarterly Transaction and Account Reporting Requirements	7
Annual Holdings Reporting Requirements	8
Submission of Duplicate Transaction Confirmations and Securities Account Statements	8
Other Required Reporting	9
Gifts and Entertainment	10
Political Contributions (Pay-to-Play)	12
Outside Business Activities	13
Email and Other Electronic Communication	14
Social Media	15
Training	16
Reporting Violations	17
Whistleblowers	18
Acknowledgement	19
Exhibit 1 – Code of Ethics Initial Acknowledgement	20
Exhibit 2 – Code of Ethics Annual Acknowledgement	21
Exhibit 3 – Personal Securities Transaction Pre-Clearance Form	22
Exhibit 4 – Initial Holdings Report	23
Exhibit 5 – Quarterly Transaction Report	24
Exhibit 6 – Annual Holdings Report	25
Exhibit 7 – Gifts and Entertainment Pre-Approval Form	26
Exhibit 8 – Political Contribution Pre-Approval Form	27
Exhibit 9 – Initial Acknowledgement of Political Contributions	28
Exhibit 10 – Outside Business Activity Pre-Approval Request	29
Exhibit 11 – Initial Acknowledgement of Outside Business Activities	30
Exhibit 12 – Annual Outside Business Activity Acknowledgement	31
Exhibit 13 – Employee Compliance Questionnaire and Acknowledgement	32

Climate Finance Partners, LLC (“CLIFI” or “Firm”) maintains a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable federal securities laws, including rules and regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). In particular, Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and Section 204A under the Investment Advisers Act of 1940, as amended (the “Advisers Act” and together with the 1940 Act, the “Rules”), requires the Firm to adopt a written code of ethics containing provisions reasonably necessary to prevent an Access Person, as defined below, or Covered Person, as defined below, from engaging in any act, practice or course of business prohibited by the Rules. Currently, CLIFI has no Access Persons. All Access Persons and Covered Persons are required to adhere to the provisions outlined within this Code of Ethics (the “Code”) as a condition of employment, or continued engagement, with CLIFI. This Code outlines policies and procedures to minimize conflicts of interest. All personnel are required to report any violation of this Code to CLIFI’s Chief Compliance Officer (“CCO”). If you have any questions regarding this Code, you are urged to contact CLIFI’s CCO.

All personnel will be provided with a copy of the Code. An electronic version of the Code is available via the Firm’s cloud storage system.

This Code is an integral component of CLIFI’s compliance program. All recipients of the Code must read and understand the contents of the Code and know how to locate a copy of the Code.

Failure to comply with the policies and procedures outlined in the Code may result in disciplinary action against you.

CLIFI may amend the Code as necessary or appropriate to achieve the purpose of Rule 204A-1 under the Advisers Act and Rule 17j-1 of the 1940 Act.

For the ETFs that are being sub-advised by CLIFI, the respective Board of Trustees must approve any material changes made to the Code within six months of the material change in accordance with the requirements of Rule 17j-1 under the 1940 Act.

This Code represents the intellectual property of CLIFI. It is made available to all personnel while employed by, or otherwise associated with, CLIFI. Accordingly, any portion of the Code, or revisions thereof, must be destroyed or returned to CLIFI upon termination of employment or association with CLIFI.

This Code supersedes all prior oral or written instructions. However, CLIFI retains the right to amend the Code by modifying, or rescinding, any of its provisions, or by adding additional provisions, at any time.

The Code’s applicability to consultants, interns, and contractors is determined on a case-by-case basis. Acceptance of the Code does not constitute a contract of employment.

The definitions and terms used in this Code are intended to mean the same as they do under the Advisers Act and the other federal securities laws. If a definition hereunder conflicts with the definition in the Advisers Act or other federal securities laws, or if a term used in this Code is not defined, the definitions and meanings in the Advisers Act or other federal securities laws, as applicable, should be followed.

Access Person means: (i) every Covered Person of CLIFI who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Security for any client, or has access to nonpublic information about the portfolio holdings of any client, or whose functions relate to the making of any recommendations with respect to purchases and sales, and (ii) every other person (whether or not a Covered Person of CLIFI, such as consultants, interns, etc.) who is subject to CLIFI’s supervision and control who has access to nonpublic information regarding any purchase or sale of securities of any client, or has access to nonpublic information about the portfolio holdings of any client.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan is not considered to be under the Automatic Investment Plan.

Beneficial Ownership or Beneficially Owns means the same as it does under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. Specifically, a person is the “beneficial owner” of any securities in which he or she has a direct or indirect pecuniary (monetary) interest. Beneficial Ownership includes, but is not limited to securities or accounts held in the name or for the benefit of the following:

Covered Person includes all employees, officers, and partners of CLIFI, or other persons as determined by the CCO.

Exempt Security means: (i) direct obligations of the U.S. Government (or any other “government security” as that term is defined in the 1940 Act), bankers’ acceptances, bank certificates of deposit, commercial paper and High-Quality Short-Term Debt Instruments, including repurchase agreements, and shares of registered open-end investment companies, other than Reportable Funds, (ii) securities purchased or sold in any account over which the Access Person has no direct or indirect influence or control, (iii) securities purchased or sold in a transaction that is non-volitional on the part of the Access Person, including mergers, recapitalizations or similar transactions, and (iv) securities acquired as a part of an Automatic Investment Plan.

Family/Household means a member of such person’s immediate family (spouse, domestic partner, child or parents) who lives in the person’s household (including children who are temporarily living outside of the household for school, military service or other similar situation), and a relative of the person who lives in such person’s household.

High Quality Short-Term Debt Instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization (e.g., Moody’s Investors Service).

IPO (i.e., initial public offering) means an offering of securities registered under the Securities Act of 1933 the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Investment Personnel means (i) any Covered Person of CLIFI (or of any company in a control relationship to CLIFI) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities for a client, (ii) any natural person who controls CLIFI and who obtains information concerning recommendations made regarding the purchase or sale of Securities by a client.

Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505, or Rule 506 (e.g., private placements).

Management Committee means the Chief Compliance Officer, Managing Partners, and Partners.

Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security. The purchase or sale of a security in an account in which a person is deemed to have a Beneficial Ownership or a Beneficial Interest is deemed to be a purchase or sale of a Security by such a person. A purchase or sale of a security includes any gift or donation of a security given or received.

Reportable Fund means any investment companies, other than money market funds, that are registered under the Investment Company Act for which CLIFI serves as an investment adviser or whose investment adviser or principal underwriter controls CLIFI, is controlled by CLIFI, or is under common control with CLIFI. A Reportable Fund includes registered investment companies that are sub-advised by CLIFI.

Reportable Security or Reportable Securities means any note, stock, treasury stock, ETF except those that follow broad based indices (i.e. Dow Jones Industrial Average, NASDAQ 100, Russell 2000, Russell 3000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, etc.), security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

CLIFI has a fiduciary duty to clients and must comply with the rules and regulations of the Advisers Act. All Covered Persons of CLIFI are required to act in an ethical manner by placing the interests of CLIFI’s clients first. Any existing, or potential, circumstances that may reasonably present a conflict of interest with CLIFI’s clients must be disclosed to the CCO. Furthermore, all personal are required to comply with federal securities laws.

CLIFI prohibits all personnel from trading, either personally, or on behalf of others, on material non-public information, or communicating material non-public information to others. This conduct is frequently referred to as “insider trading.”

While securities laws concerning insider trading are not static, they generally prohibit:

The term “insider” is broadly defined. It includes officers, directors, and employees of a company. In addition, a person can be a “temporary insider.” A temporary insider can include, among others, attorneys, accountants, consultants, bank lending officers and the employees of these organizations.

All CLIFI personnel are considered insiders with regards to any material non-public information of clients’ portfolio holdings. Accordingly, all personnel are prohibited from disclosing any material non-public information regarding clients’ portfolio holdings, including holdings being considered for purchase or sale. This policy does not prohibit personnel from communicating this information as required in the normal course of carrying out their business responsibilities. Examples may include communications with custodians, accountants, administrators, attorneys, trustees, and others authorized by the client.

In order to avoid insider trading violations, the following questions should be asked to help identify inside information:

If the information is material and non-public, or if further questions arise as to whether the information is material and non-public, follow these procedures:

All CLIFI Covered Persons are required to submit personal trading reports to the CCO for review. Reports must include every account in which the Covered Person, and any member of their Household, has direct, or indirect, ownership and control. Reports must list all transactions in any Reportable Securities, including Initial Public Offerings or Private Placements.

All CLIFI Access Persons are required to receive CCO approval prior to transacting in any Reportable Securities or Reportable Fund. Covered Persons are required to pre-clear transactions in any Reportable Fund. A Personal Securities Transaction Pre-Clearance Form is included in Exhibit 3. Exempt Securities do not require pre-clearance.

Due to the nature of CLIFI’s current business practices, no CLIFI personnel are currently deemed Access Persons. All CLIFI personnel are deemed Covered Persons. Should CLIFI’s business practices change, the status of all CLIFI personnel will be reevaluated.

The preclearance policy does not apply to purchases that are part of an automatic dividend reinvestment plan. Furthermore, transactions effected pursuant to an automatic/scheduled investment plan, which was previously approved by the CCO are not subject to the preclearance requirements of the Code.

Within ten (10) days of becoming a Covered Person, Covered Persons must submit to the CCO a complete list of each Reportable Security in which such person has any direct or indirect Beneficial Ownership. An Initial Holdings Report is included in Exhibit 4.

In lieu of a separate report, Covered Persons may submit copies of account statements provided that such statements contain all the required information. However, to rely on this provision, Covered Persons must still submit a signed Initial Holdings Report indicating that the information provided is accurate and complete.

The information included in the Initial Holdings Report must be current as of a date no more than forty-five (45) calendar days prior to the date the person becomes a Covered Person and must include all Reportable Securities and Securities accounts as of the day the person became an Covered Person.

Covered Persons must submit an Initial Holdings Report even if the Covered Person does not hold reportable securities.

On a quarterly basis, Covered Persons are required to report their personal transactions in Reportable Securities to the CCO via the Quarterly Transaction Report, included as Exhibit 5.

Quarterly Transactions Reports must be submitted no later than thirty (30) calendar days after the end of each calendar quarter. Covered Persons are required to report all transactions in Reportable Securities, even if the Covered Person received prior written clearance or approval for the transaction.

Be aware that certain transactions will not be included on transaction confirmations or account statements (e.g., privately placed securities) and therefore must be submitted separately through the Quarterly Transaction Report.

Covered Persons are not required to report regularly scheduled transactions effected pursuant to an Automatic Investment Plan.

Covered Persons are not required to include on the Quarterly Transactions Report Reportable Securities transactions held in accounts over which the Covered Person has no direct or indirect influence or control such as a Discretionary Managed Account or Blind Trust - provided that the CCO has received and approved the Discretionary Managed Account or Blind Trust. The CCO may request duplicate statements for these accounts on a periodic basis.

Covered Persons must submit a Quarterly Transactions Report for each quarter even if the Covered Person did not engage in any Reportable Securities transactions during the quarter.

Within forty-five (45) calendar days after the end of every calendar year, each Covered Person must report all personal holdings in Reportable Securities as of the end of such calendar year to the CCO via the Annual Holdings Report, included as Exhibit 6.

Covered Persons must submit an Annual Holdings Report even if the Covered Person does not hold reportable securities.

Submission of Duplicate Transaction Confirmations and Securities Account Statements

In order to monitor compliance with this Code, Covered Persons may allow brokerage statements to be submitted directly to the CCO. Covered Persons may contact the CCO directly to receive the necessary forms to allow such direct submission to the CCO.

Covered Persons shall promptly notify the CCO of any new account opened with a broker-dealer, including Discretionary Managed Accounts and Blind Trusts.

In order to maintain current and accurate registrations, all personnel must promptly report the following items to the CCO:

Additionally, all newly hired employees are required to complete the Employee Compliance Questionnaire and Acknowledgement, which is included as Exhibit 13, within 10 days of hire.

All Covered Persons must complete the Employee Compliance Questionnaire and Acknowledgement, which is included as Exhibit 13 annually.

For purposes of this Code, the distinction between a “gift” and “entertainment” is an important one. Generally, the term “gift” refers to items that are accepted from or given to any person primarily as a result of a business relationship. “Entertainment” means any event, meal or activity whose primary purpose is business-related and is offered by and attended by a person who himself or herself or through his or her employer or affiliate has a current or prospective business relationship with CLIFI, including the Funds.

No gift or entertainment should ever be offered, given, provided or accepted by any Covered Person in connection with the Firm’s business unless it:

If you have any questions as to whether or not a gift or entertainment is appropriate, please contact the CCO for guidance.

No Covered Person shall accept from any person or entity that does or seeks to do business with or on behalf of the Firm, any gift of more than $100 in value without pre-approval by the Firm’s CCO. Pre-approval must be obtained by completing and submitting to the CCO the Gifts and Entertainment Pre-Approval Form, included as Exhibit 7.

No Covered Person may give or offer to give any gift valued at more than $100 to any person or entity that does business with or on behalf of the Firm without pre-approval by the Firm’s CCO. Please note that this limit does not include nominal logo/promotional items. Pre-approval must be obtained by completing and submitting to the CCO the Gifts and Entertainment Pre-Approval Form, included as Exhibit 7.

No Covered Person may give or accept cash or cash equivalent gifts, such as lottery tickets.

Gifts of nominal value (less than $100), including holiday gifts, are considered appropriate and need not be reported.

Covered Persons are permitted to entertain and to be entertained, provided the business entertainment such as an occasional meal, round of golf, sporting event, theater production or comparable entertainment event, is not so frequent (i.e., more often than once a quarter), extensive, or exorbitant as to raise any question of propriety and fosters business relationships. However, business entertainment above a reasonable value and/or an offer of travel expenses or hotel accommodations must be preapproved by completing and submitting to the CCO the Gifts and Entertainment Pre-Approval Form, included as Exhibit 7.

If the person or entity paying for the entertainment does not have a person or representative attending the event, the event constitutes a “gift” and is subject to the gift policy.

Meals provided in the Firm’s office a client’s office or in a similar business setting shall not be deemed entertainment and the Firm does not require preapproval. Further, gifts and entertainment exchanged between immediate family and friends are excluded from the requirements herein.

CLIFI prohibits employees from entertaining or accepting entertainment as a means of personal gain. CLIFI prohibits the receipt of any entertainment if the expectation is that CLIFI will conduct business with the outside party in return for the entertainment received.

Individuals registered with a broker dealer are subject to additional restrictions related to the dollar amount of gifts given and/or received and should abide by the gifts and entertainment policy of the broker dealer. Any employee or registered personnel of a broker dealer, and any member of their immediate family, is prohibited from giving to any person, or receiving from any person, any item of value greater than $100 in value, annually, when the item of value given or received is in relation to the business of the recipient’s employer.

The CCO will maintain a gifts and entertainment log listing the gifts given/received with a value exceeding $100.

Generally, Rule 206(4)-5 (the “Rule”) of the Advisers Act prohibits investment advisers from providing advisory services for compensation to a government entity (e.g. pension plans, retirement plans, tuition plans) for two years after the investment adviser makes a contribution in excess of a stated de minimis amount to an elected official or candidate for office of the government entity, who is in a position to influence the selection of an adviser. Investments by a government entity in a “covered investment pool,” i.e., mutual funds and private funds, are covered by the Rule.

The Firm, its employees, and their Families/Household are prohibited from making a contribution to any government entity, including a government official, candidate for office, political party, or political action committee, whether state, municipal or federal, for the purpose of influencing the decision by any person or entity to conduct business with the Firm, including investing in any product managed by the Firm.

Any Covered Person and their Families/Household who wishes to make a political contribution must complete the Political Contribution Pre-Approval Form, included as Exhibit 8 and obtain consent from the CCO prior to making such a contribution.

Generally, it is the Firm’s policy to permit any proposed contribution so long as it does not cause a violation or a reasonably foreseeable violation of this policy. However, the CCO may prohibit any proposed contribution that is deemed by the CCO or designee to raise a risk of violating this policy or any applicable campaign finance or government lobbying law, or that poses a risk of the appearance of a conflict of interest.

All new employees are required to disclose all political contributions for the prior two years by submitting an Initial Acknowledgement of Political Contributions, which is included as Exhibit 9, which the CCO will investigate utilizing public record searches.

On a periodic basis and at least annually, the CCO will conduct public record searches for political contributions made by the Firm and Covered Persons.

In order to avoid any conflicts of interest or perceived conflicts of interest, all Covered Persons are prohibited from engaging in an Outside Business Activities without first disclosing it to the CCO writing and receiving written approval from the CCO for any outside business activities in which they wish to engage. All personnel are required to obtain pre-approval from the CCO prior to accepting any board position for a for-profit, not-for-profit, foundation, endowment, charity, or similar organization. An Outside Business Activity Pre-Approval Request Form is included in Exhibit 10.

All new employees are required to disclose all outside business activities by submitting an Initial Acknowledgement of Outside Business Activities, which is included as Exhibit 11.

All outside business activities, including board positions, must be disclosed on an annual basis. An Annual Outside Business Activity Acknowledgement is included in Exhibit 12.

Refer to CLIFI’s compliance manual for a full explanation of the Firm’s Email and Other Electronic Communication policy.

Refer to CLIFI’s compliance manual for a full explanation of the Firm’s Social Media policy.

All personnel are required to participate in annual compliance training and, from time to time, periodic training sessions to facilitate compliance with and understanding of new rules and regulations. New employees receive training on the Code within ten days of hire.

Some personnel at CLIFI may hold a Series 3 designation from the National Futures Association (“NFA”). Per the NFA’s Compliance Rule 2-9, these employees will receive ethics training, the length and content of which will be decided by the CCO based upon the employee’s knowledge base, background and the sensitivity of their role at CLIFI. Such CLIFI personnel shall receive ethics training within six months of registering with the Firm and receive, at a minimum, one hour of ethics training every three calendar years.

All personnel must promptly report any violation or suspected violation of the Code or of any securities laws or rules to the CCO. Reporting may be on anonymous basis. No retaliation or retribution of any kind will be taken against personnel for reporting a violation or potential violation in good faith. Retaliation against a person for reporting an alleged violation is also a violation of this Code. The CCO and Management Committee will be responsible for addressing each such violation as appropriate for the circumstances.

If and when an employee identifies an instance of potential or actual employee misconduct or impropriety, the employee is encouraged to report the incident to the CCO. The CCO will conduct the necessary investigation and address the issue with complete confidentiality.

For the avoidance of doubt, nothing contained in the policies and procedures of the Firm, including the compliance manual and Code, or any other Firm document, such as an employment agreement or severance agreement, will prohibit personnel, or former personnel, from voluntarily communicating with the Securities and Exchange Commission, or other authorities, regarding possible violations of law. Retaliation against personnel that have reported suspected violations is not permitted.

Any employee who believes he or she has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or a member of CLIFI’s Management Committee in the event the concern pertains to the CCO.

All personnel must acknowledge their receipt, understanding and compliance with the Code. Thereafter, on at least an annual basis, all personnel will acknowledge in writing that they have complied with the Code.

The form used to acknowledge initial compliance is included as Exhibit 1. The form used to acknowledge annual compliance is included as Exhibit 2.

This Code of Ethics is given to all Covered Persons of Climate Finance Partners, LLC (“CLIFI”). Please indicate your receipt of the Code of Ethics by signing and dating this acknowledgement and returning it to the Chief Compliance Officer (“CCO”).

Please read the entire Code promptly and with care. While much of it may be familiar to you, there may be new material of considerable importance. You are required to keep your copy of Code readily available and become familiar with and guided by its provisions.

No Covered Person of CLIFI has the right to waive compliance with any laws, rules, regulations or the internal policies of CLIFI.

CLIFI’s Code of Ethics and may be updated from time to time. These updates will be made available to each Covered Person by the CCO.

By signing below, you acknowledge receipt of this Code. The CCO will maintain a copy of the original acknowledgements in each employee’s file.

I have received a copy of CLIFI’s Code of Ethics and understand that I must become familiar with all of the information it contains. I acknowledge that I have read the Code of Ethics and I will be bound by its terms. I agree that I will conduct my business in a manner consistent with, and that I will abide by, all provisions of the Code.

No Covered Person of CLIFI has the right to waive compliance with any laws, rules, regulations or the internal policies of CLIFI.

CLIFI’s Code of Ethics and may be updated from time to time. These updates will be made available to each Covered Person by the CCO.

By signing below, you acknowledge receipt of this Code. The CCO will maintain a copy of the original acknowledgements in each employee’s file.

By signing below, I hereby request approval to complete the transaction(s) contemplated above. I acknowledge and agree that clearance of a transaction is valid only for a 48-hour period. If the transaction if NOT placed within that 48-hour period, clearance of that transaction must be pre-requested.

Securities Holdings^*(Note: Holdings in both Public and Private (i.e., limited offerings) Reportable Funds / Securities are required to be reported, unless otherwise exempted under the Code.)

I certify that I have included on this report all holdings in Reportable Funds / Securities and accounts required to be reported pursuant to the Code of Ethics.

Note: In lieu of this Report, you may submit duplicate copies of your brokerage statements

SEC Rule 206(4)-5 was specifically enacted to prevent registered investment advisers, including the Firm and its Covered Persons, from making or soliciting political “contributions” for the purpose of influencing the award of advisory contracts to the Firm by government officials. The purpose of these so-called “pay-to-play” rules is to ensure the integrity of the selection process wherein government officials are in position to award advisory contracts with respect to municipal pension plans and other municipal investment accounts to advisers and to otherwise prevent outside manipulation or influence on the contract award process. The rules are broadly designed to prevent the influence that may be caused by traditional campaign contributions, but also by other forms of indirect political contributions and benefits.

For purposes of the “pay-to-play” rule, a “contribution” is defined to include “any gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election.” Approval by the Chief Compliance Officer is required prior to making any contribution to any candidate for office, public official, government entity or division. Accordingly, please disclose the nature of your intended contribution below.

Are you entitled to vote for the recipient of the proposed contribution? ☐ Yes ☐ No

Have you provided any other contributions to the recipient within the immediately prior 12-month period? ☐ Yes ☐ No

If yes, please described the amount or value of the prior contribution(s) and the date such contribution(s) was made in the Comments section below.

Pursuant to my seeking employment with Climate Finance Partners, LLC (“CLIFI”), I hereby report the following political contributions that I have made since [INSERT DATE 2 YEARS PRIOR TO HIRE]. I understand that political contributions include any donation, gift, subscription, loan, advance, deposit of money, or anything of value, including in-kind services, volunteer work, and any expenses incurred by me, my spouse, and immediate family members in connection with the support of a candidate or political party, including political action committees (“PAC”) and/or soliciting and coordinating (“bundling”) from any person or PAC to make any contribution or payment to a government official, candidate for government office, political party or PAC. I also understand that I need to obtain pre-clearance before any future contributions are made, including contributions for local and federal candidates. If I am deemed a “covered associate” under the Investment Advisers Act of 1940 Rule 206(4)-5, rule interpretations, industry best practices, Firm policy and/or Firm review, I understand that such contributions may impede my employment or the role I may serve in CLIFI.

Describe any known relationships between Climate Finance Partners, LLC (“CLIFI”) and the organization in question, or any conflict(s) of interest you perceive regarding the outside business activity:

List any employees of CLIFI you know to be officers or directors of the organization:

In order to comply with the Climate Finance Partners, LLC (“CLIFI”) Code of Ethics, are required to disclose and obtain written permission to have any outside employment, to receive any employment compensation other than through your affiliation with CLIFI, or having any board position for a for-profit, not-for-profit, foundation, endowment, charity, or similar organization.

Are you currently employed by or do you accept any compensation from, any business, organization, or entity not affiliated with CLIFI?

Do you serve as a director or board member of any organization not affiliated with CLIFI?

For each “yes” answer above, complete and submit a separate response to the following:

Climate Finance Partners, LLC (“CLIFI”) requires all officers, directors, employees or other associated persons of CLIFI to disclose annually any Outside business Activities they participate in for a business, for-profit, not-for-profit, foundation, endowment, charity or similar organization. In accordance with the Code, the undersigned hereby discloses his/her position(s) regarding the following Outside business Activities, which position(s) was (were) previously pre-approved on the date stated:

Instructions: Please respond to all questions and requested information. If required, complete written details of all events or proceedings must be provided. All employees are required to provide an executed copy of this form to the Chief Compliance Officer annually and initially upon hire. All key terms are defined in the definition section following the questions and requested information.

I certify and acknowledge that the above statements are true and correct to the best of my knowledge and agree to immediately notify the Firm if such information becomes inaccurate in anyway.

Definitions:

Charged: Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).

Enjoined: This term includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a temporary restraining order.

Felony: For jurisdictions that do not differentiate between a felony and a misdemeanor, a felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.

Foreign Financial Regulatory Authority: This term includes (1) a foreign secunt1es authority; (2) another governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; and (3) a foreign membership organization, a function of which is to regulate the participation of its members in the activities listed above.

Found: This term includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters.

Investment-Related: Activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, futures sponsor, bank, or savings association).

Involved: Engaging in any act or omission, aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.

Minor Rule Violation: A violation of a self-regulatory organization rule that has been designated as “minor” pursuant to a plan approved by the SEC. A rule violation may be designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. (Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated as “minor” for these purposes.)

Misdemeanor: For jurisdictions that do not differentiate between a felony and a misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year imprisonment and/or a fine of less than $1,000. The term also includes a special court martial.

Order: A written directive issued pursuant to statutory authority and procedures, including an order of denial, exemption, suspension, or revocation. Unless included in an order, this term does not include special stipulations, undertakings, or agreements relating to payments, limitations on activity or other restrictions.

Person: A natural person (an individual) or a company. A company includes any partnership, corporation, trust, limited liability company (“LLC”), limited liability partnership (“LLP”), or other organization.

Proceeding: This term includes a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial regulatory authority; a felony criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal information (or equivalent formal charge). This term does not include other civil litigation, investigations, or arrests or similar charges effected in the absence of a formal criminal indictment or information (or equivalent formal charge).

Self-Regulatory Organization: Any national securities or commodities exchange, registered securities association, or registered clearing agency. For example, the Chicago Board of Trade (“CBOT”), FINRA and New York Stock Exchange (“NYSE”) are self-regulatory organizations.

Employee Signature:			Date:

Name (please print):

CCO Signature:			Date:

Name (please print):

Employee Signature:			Date:

Name (please print):

CCO Signature:			Date:

Name (please print):

Ticker	Buy/Sell	Name of Security	Proposed Transaction Date	No. of Shares	Approved	Denied

Date:

Name (please print):

Signature:


Date Received:

Received By:

Approved: ☐	Denied: ☐

Date Approved:

CCO Signature:

Title of Reportable Security	Ticker or CUSIP	Type of security (Common, preferred, bond, etc.)	No. of Shares or Principal Amount

Name of Broker, Dealer or Bank	Name(s) on and Type of Account

Name of Covered Security or Reportable Fund	Ticker Symbol or CUSIP	Broker	Number of Shares or Interest Rate, Maturity Date & Principal Amount	Nature of Transaction (i.e., buy, sale)	Purchase/ Sale Price	Date of Transaction

Name of Institution and Account Holders’ Name (i.e., you, spouse, child)	Account Number	Have you requested duplicate statements?

Submitted By:
	(Print Name)

		Date:
	(Signature)

Reviewed By:		Date:
	(CCO Signature)

Date:	Candidate:	Office Being Sought and Jurisdiction:	Was I eligible to vote for this candidate?
			☐ Yes	☐ No
			☐ Yes	☐ No
			☐ Yes	☐ No
			☐ Yes	☐ No
			☐ Yes	☐ No
			☐ Yes	☐ No

Name of Organization:

Address of Organization:

Organization’s primary business purpose:

Is the organization a publicly traded firm? ☐ Yes ☐ No

	If yes, list the stock symbol:

Outside Business Activity	Date of Pre-Approval Authorization

Criminal or Civil Actions

1.	Have you ever:

		A.	been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?	Yes	☐	No	☐
		B.	been charged with any felony?	Yes	☐	No	☐
		C.	been convicted of or pled guilty to or nolo contendere (“no contest”) in a domestic, foreign or military court to a misdemeanor involving: investments or an investment-related business or any fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion or a conspiracy to commit any of these offenses?	Yes	☐	No	☐
		D.	been charged with a misdemeanor listed in in the above question?	Yes	☐	No	☐
		E.	been named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?	Yes	☐	No	☐
		F.	been found by a domestic, foreign, or military court to have been involved in a violation of an investment-related statute or regulation?	Yes	☐	No	☐
		G.	been involved in a criminal or civil action in which you were the subject of an order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, you from engaging in any investment-related activity, or from violating any investment-related statute, rule or order?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

Regulatory Disciplinary Actions

2.	Has the U.S. Securities and Exchange Commission (“SEC”) or the Commodity Futures Trading Commission (“CFTC”) ever:

		A.	found you to have made a false statement or omission?	Yes	☐	No	☐
		B.	found you to have been involved in a violation of an investment-related regulation or statute (including SEC or CFTC regulations or statutes)?	Yes	☐	No	☐
		C.	found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, restricted or otherwise lost?	Yes	☐	No	☐

	D.	entered an order against you in connection with an investment-related activity?	Yes	☐	No	☐
	E.	imposed a civil money penalty on you, or ordered you to cease and desist from any activity?	Yes	☐	No	☐
	F.	entered an order against you pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that suspends or revokes your registration as a broker, dealer, municipal securities dealer, or investment adviser, places limitations on your activities, functions, or operations, or bars you from being associated with any entity or from participating in the offering of any penny stock?	Yes	☐	No	☐
	G.	entered any order of the SEC that requires you to cease and desist from committing or causing a future violation of any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(l) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(l) of the Exchange Act and Section 206(1) of the Advisers Act or any other rule or regulation thereunder or Section 5 of the Securities Act?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

3.	Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority ever:

		A.	found you to have made a false statement or omission, or been dishonest, unfair, or unethical?	Yes	☐	No	☐
		B.	found you to have been involved in a violation of an investment-related regulation or statute?	Yes	☐	No	☐
		C.	found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, restricted or otherwise lost?	Yes	☐	No	☐
		D.	entered an order against you in connection with an investment- related activity?	Yes	☐	No	☐
		E.	denied, suspended, or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?	Yes	☐	No	☐
		F.	imposed a civil money penalty on you, or ordered you to cease and desist from any activity?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

4.	Has any self-regulatory organization or commodities exchange ever:

		A.	found you to have made a false statement or omission?	Yes	☐	No	☐
		B.	found you to have been involved in a violation of its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?	Yes	☐	No	☐
		C.	found you to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, restricted or otherwise lost?	Yes	☐	No	☐
		D.	disciplined you by (i) barring, expelling or suspending you from membership, (ii) barring or suspending you from association with other members, or otherwise restricting your activities, including your investment-related activities; or (iii) fining you more than $2,500?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

7.	Have you ever:

		A.	been the subject of any other proceeding m which a professional attainment, designation, or license of yours was revoked or suspended because of a violation of rules relating to professional conduct?	Yes	☐	No	☐
		B.	resigned (or otherwise relinquished your attainment, designation, or license) in anticipation of a proceeding described in the above question?	Yes	☐	No	☐
		C.	been involved in a criminal or civil action arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?	Yes	☐	No	☐
		D.	been involved in a criminal or civil action involving the making of any false filing with the SEC?	Yes	☐	No	☐

	E.	been subject to any order, judgment, or decree of any court of competent jurisdiction that restrains or enjoins you from engaging or continuing to engage in any conduct or practice in connection with the purchase of sale of any security, involving the making of any false filing with the SEC, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor, or paid solicitor of purchases of securities?	Yes	☐	No	☐
	F.	been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?	Yes	☐	No	☐
	G.	been subject to a United States Postal Service false representation order or subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

Civil Judicial Actions

8.	Has any domestic or foreign court ever:

		A.	enjoined you in connection with any investment-related activity?	Yes	☐	No	☐
		B.	dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

Terminations

10.	Have you ever voluntarily resigned, been discharged or permitted to resign after allegations were made that accused you of:

		A.	violating investment-related statutes, regulations, rules or industry standards of conduct?	Yes	☐	No	☐
		B.	fraud or the wrongful taking of property?	Yes	☐	No	☐
		C.	failure to supervise in connection with investment-related statutes, regulations, rules or industry standards of conduct?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):

Financial

11.	Within the past 10 years:

		A.	based upon events that occurred while you exercised control over it, has an organization made a compromise with creditors, filed a bankruptcy petition or been the subject of an involuntary bankruptcy petition?	Yes	☐	No	☐
		B.	based upon events that occurred while you exercised control over it, has a broker or dealer been the subject of an involuntary bankruptcy petition, or had a trustee appointed, or had a direct payment procedure initiated under the Securities Investor Protection Act of 1970?	Yes	☐	No	☐
If yes, please provide relevant details (e.g., the date of the conviction, the relevant case number, a brief description, etc.):