Ecofin U.S. Renewables Infrastructure Trust PLC

Alternative Investment Fund Managers Directive

Pre-investment Disclosure Document

Article 23 AIFMD

Ecofin U.S. Renewables Infrastructure Trust PLC (the “Company”) is a closed ended investment company incorporated in England and Wales. The Company’s ordinary shares (the “Shares”) are admitted to the Official List of the Financial Conduct Authority and to trading on the premium listing segment of the main market of the London Stock Exchange (”LSE”).

The Company is an externally managed alternative investment fund (“AIF”) and has appointed Ecofin Advisors, LLC (“Ecofin”) as its alternative investment fund manager (“AIFM”). The AIFM Directive (Directive 2011/61/EU) requires an AIFM, such as Ecofin, of an AIF, such as the Company, to comply with an extensive set of requirements in connection with the marketing of Shares in the capital of the Company in the European Union. The AIFM Directive and the UK’s onshored version of the AIFM Directive (the Alternative Investment Fund Managers Regulations No.1173/2013, and consequential amendments to the Financial Conduct Authority Handbook) require, among other things, that certain information is made available by the AIFM to potential investors prior to their making an investment in the Company.

To the extent that the AIFM has determined that the requisite information is already set forth in the Company’s Annual Report and Accounts for the period from incorporation on 12 August 2020 to 31 December 2021 (the “Annual Report”) (or in any other source document to which investors have access or which they may request), this supplement contains references to the relevant source materials. To the extent that the AIFM has determined that the requisite information has not been provided to investors, this supplement contains additional disclosure items.

The table below sets out the information required to be disclosed in accordance with Article 23 of the AIFM Directive and the UK’s onshored version of the AIFM Directive, as well as the sustainability-related information to be disclosed under the EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) and EU Taxonomy Regulation (Regulation (EU) 2020/852):



Investment strategy and objective of the AIF

Please see the subheadings titled “Investment objective” and “Investment policy and strategy” of the heading titled “Investment Objective and Investment Policy” in the Annual Report.

Master fund domicile, if relevant

Not applicable.

If the AIF is a fund of funds, the domicile of investee funds

Not applicable.

The type of assets in which the AIF may invest

Please see the subheadings titled “Investment objective” and “Investment policy and strategy” of the heading titled “Investment Objective and Investment Policy” in the Annual Report.

Investment techniques that may be employed by the AIF and all associated risks

Please see the subheading titled “Investment policy and strategy” of the heading titled “Investment Objective and Investment Policy” in the Annual Report.

Investment restrictions

Please see the subheading titled “Investment restrictions” of the heading titled “Investment Objective and Investment Policy” in the Annual Report..

Circumstances in which the AIF may use leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and the maximum level of leverage which the AIFM is entitled to employ on behalf of the AIF

Please see the subheading titled “Gearing policy” of the heading titled “Investment Objective and Investment Policy” in the Annual Report.

Any collateral and asset reuse arrangements

Not applicable.

Procedures by which the AIF may change its investment strategy or investment policy or both

Please see the subheading titled “Amendments to the investment objective, policy and investment restrictions” of the heading titled “Investment Objective and Investment Policy” in the Annual Report.

The main implications of the contractual relationship entered into for the purpose of investment including information on jurisdiction, the applicable law and on the existence (or not) of any legal instruments providing for the recognition and enforcement of judgments in the territory where the AIF is established

The Company is a public company limited by shares, incorporated in England and Wales. While investors acquire an interest in the Company on subscribing for or purchasing Shares, the Company is the sole legal and/or beneficial owner of its investments. Consequently, Shareholders have no direct legal or beneficial interest in those investments. The liability of Shareholders for the debts and other obligations of the Company is limited to the amount unpaid, if any, on the Shares held by them. Shareholders’ rights in respect of their investment in the Company are governed by the Articles of Association and the Companies Act. Under English law, the following types of claims may in certain circumstances be brought against a company by its shareholders: contractual claims under its articles of association; claims in misrepresentation in respect of statements made in its prospectus and other marketing documents; unfair prejudice claims; and derivative actions. In the event that a Shareholder considers that it may have a claim against the Company in connection with such investment in the Company, such Shareholder should consult its own legal advisers.

Jurisdiction and applicable law

As noted above, Shareholders’ rights are governed principally by the Articles of Association and the Companies Act. By subscribing for the Shares, investors agree to be bound by the Articles of Association which are governed by, and construed in accordance with, the laws of England and Wales.

Recognition and enforcement of foreign judgments

Regulation (EC) 593/2008 ("Rome I") must be applied in all member states of the European Union (other than Denmark). Accordingly, where a matter comes before the courts of the relevant member state, the choice of  governing law in any given agreement is subject to the provisions of Rome I. Under Rome I, the member state's court may apply any rule of that member state's own law which is mandatory, irrespective of the governing law, and may refuse to apply a rule of governing law if it is manifestly incompatible with the public policy of that member state. Further, where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties shall not prejudice the application of provisions of the law of that country which cannot be derogated from by agreement.

The UK has legislated to the effect that, following its exit from the EU, the rules in Rome I were incorporated into domestic law. As a result, English choice of law clauses in contracts continue to be respected both in the UK and EU member states.

The UK’s future accession to the 2007 Lugano Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters remains uncertain and, consequently, foreign judgments obtained in EU member states relating to proceedings commenced on or after 1 January 2021 will only be enforceable under the default common law regime or (if applicable) the Hague Convention. The Hague Convention only applies to the enforcement of judgments that arise from proceedings commenced pursuant to an exclusive jurisdiction clause in favour of a contracting state in civil or commercial matters. The UK government has passed domestic legislation which came into force 1 January 2021, providing that exclusive jurisdiction clauses, which would have previously been caught by the Hague Convention by virtue of the UK's membership of the EU, will continue to be treated in exactly the same way as exclusive jurisdiction clauses concluded once the UK is a member of the Hague Convention in its own right.

The identity of the AIFM, the AIF’s depositary, auditor and other service providers together with a description of their duties and the investors’ rights

Alternative Investment Fund Manager

Ecofin Advisors, LLC has been appointed to act as the AIFM of the Company in compliance with the provisions of the AIFM Directive.


Computershare Investor Services PLC has been appointed as registrar to the Company in respect of the transfer and settlement of Shares held in certificated and uncertificated form.


Sanne Fund Services (UK) Limited has been appointed as administrator to the Company. The Administrator provides the day-to-day administration of the Company and is also responsible for the Company’s general administrative functions, such as calculation and publication of the Net Asset Value and maintenance of the Company’s accounting and statutory records. The Administrator is responsible for calculating the Net Asset Value of the Ordinary Shares in consultation with the AIFM and reporting this to the Board.

Company Secretary

Sanne Fund Services (UK) Limited has also been appointed as Company Secretary to the Company. The Company Secretary provides company secretarial services and a registered office to the Company.


BDO LLP provides audit services to the Company. The annual report and accounts have been prepared according to accounting standards in line with IFRS.


The provisions of the AIFM Directive concerning depositaries do not apply to the AIFM. As such, a depositary has not been appointed.

Management of professional liability risk

The provisions of the AIFM Directive concerning professional indemnity insurance or additional own funds to cover professional negligence risk do not apply to the AIFM. Nevertheless, the AIFM has the benefit of professional indemnity and directors’ and officers’ liabilities insurance coverage.

The Company’s valuation procedure and pricing methodology

Please see the subheading titled “Portfolio Valuation” of the heading titled “Investment Manager’s Report” in the Annual Report.

The Company’s liquidity risk management, including redemption rights and redemption arrangements

Please see the subheading titled “Liquidity Risk” of the heading titled “Notes to the Financial Statements” in the Annual Report.

Fees, charges and expenses, which are directly or indirectly borne by investors

Please see the subheading titled “Investment Management Fees” of the heading titled “Notes to the Financial Statements” in the Annual Report.

Fair and preferential treatment of investors

The AIFM ensures that investors are treated fairly in a number of ways, including by ensuring that any preferential treatment granted by the AIFM to one or more investors does not result in an overall material disadvantage to the other investors by: (i) ensuring that its decision-making procedures are applied fairly as between investors; (ii) applying relevant policies and procedures properly; (iii) ensuring, to the extent within its power, that investors do not bear directly or indirectly fees, charges and expenses which are inappropriate in nature or amount; (iv) complying with the rules and guidance of the SEC (or equivalent) applicable to it; and (v) conducting its activities honestly, fairly and with due skill, care and diligence.

The Company’s annual report, and the disclosure requirements under Articles 23(4) and 23(5) of the AIFM Directive

The information required under paragraphs 4 and 5 of Article 23 of the AIFM Directive is disclosed in the Company’s audited annual report.

The Company’s latest net asset value or latest market price of its share

The Company’s Net Asset Value is made available at

The Company’s historical performance

The Company’s historical performance information is made available at

The Company’s prime broker

The Company has not appointed a prime broker.

Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (the EU Sustainable Finance Disclosure Regulation or SFDR)


Integration of sustainability risks

The Company considers a sustainability risk to be an environmental, social or governance (“ESG”) event or condition that could have a material negative impact on the value of one or more investments in the Company’s portfolio.

In order to integrate sustainability risks into investment decisions, the AIFM’s Private Sustainable Infrastructure Investment Team (the “PSII Team”) has developed a proprietary ESG risk assessment framework (“ESG Risk Assessment”) which is embedded in its investment memoranda and systematically applied to all investment opportunities. The ESG Risk Assessment incorporates the results of the PSII Team’s comprehensive due diligence including work conducted by its third party advisors (independent engineering firms, legal counsel, and consultants).

The ESG Risk Assessment combines quantitative and qualitative data and is reviewed by Ecofin’s Private Sustainable Infrastructure Investment Committee (the “PSIIC”) prior to authorising an investment and is utilised on an ongoing basis as part of the risk management and operational practices throughout the life of the investment. The PSII Team’s ESG integrated investment process culminates with an annual sustainability report so that investors can measure the impact of Ecofin’s private sustainable infrastructure strategy.

The PSII Team aggregates ESG criteria from its ESG Risk Assessment along with environmental factors that are monitored and incorporated into its annual Sustainability Report.

The Company has assessed the potential impacts that sustainability risks may have on its returns. The Company recognises that, despite having in place robust processes for managing sustainability risks, there remains the possibility that it is exposed to one or more sustainability risks. This may have a material negative impact on the value of one or more of the Company’s investments, thereby affecting the Company’s returns.

The Company currently considers the following sustainability risks to be material to its investments:

·         Wind power or solar PV assets may be exposed to adverse environmental changes and weather patterns which decrease the amount of electricity produced by such assets, particularly if extreme weather conditions arising from climate change lead to prolonged or widespread disruption of electricity produced by those assets, in turn impacting revenue generation;

·         Wind power or solar PV sites may pose health and safety (“H&S”) risks to those involved in the construction, maintenance, replacement or decommissioning of assets;

·         Potential liability for environmental and/or H&S incidents could adversely impact the Company’s financial position, reputation and prospects;

·         given the complexity and geographical scope of the Company’s supply chain, it may not be possible to identify all exposures to modern slavery risk, which could adversely affect the long-term security of the supply chain and expose the Company to reputational and regulatory risks;

·         the Company's investments may be exposed to issues concerning labour relations, including workforce strikes; and

·         a failure to implement strong stakeholder engagement in the construction and management of assets could result in project delays and longer term running issues.

Environmental and/or social characteristics

The Company has determined that it is subject to Article 9, SFDR, as a financial product that has sustainable investment as its objective.

The sustainable investment objective of the Company is to accelerate the transition to net zero through its investment portfolio, which consists of a diversified portfolio of mixed renewable energy and sustainable infrastructure assets, primarily solar and wind assets, to help facilitate the transition to a more sustainable future. These renewable energy assets directly contribute to climate change mitigation. The Company aims to contribute to combatting climate change by investing in and operating assets which reduce carbon and other greenhouse gas emissions, address water scarcity issues and reduce pollution.

The Company focuses on investing in sustainable energy solutions and therefore ESG considerations naturally lie at the heart of its investment approach. The Company aims to contribute to combatting climate change by investing in Assets which reduce carbon and other greenhouse gas emissions, address water scarcity issues and reduce pollution, while not compromising investors’ desire for stable cash yields and attractive total shareholder returns. The Company’s strategy and processes align with U.N. Sustainable Development Goals and ESG criteria. The team integrates the analysis of ESG issues throughout the lifecycle of its investment activities, spanning due diligence, investment approval, and ongoing portfolio management.

Environmental criteria consider how an investment performs as a steward of nature. Social criteria examine its impact and relationships with employees, suppliers, customers and the communities in which it operates. Governance deals with internal controls, business ethics, compliance and regulatory status associated with each investment.

The Company takes a rigorous approach to governance and ensures that all of its Assets are managed in accordance with local and national laws and regulations applicable to the jurisdictions in which it operates.

No index has been designated as a reference benchmark.

Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the EU Taxonomy Regulation or TR)


The Company expects all its investments to align with the EU Taxonomy Regulation.

Investments in solar photovoltaic production, wind power and other Renewable Assets are considered as substantially contributing to climate change mitigation under the EU Taxonomy Regulation, subject to technical screening criteria laid out in Commission Delegated Regulation 2021/2139. The Company’s investments aim to provide sustainable energy solutions and, in turn, help facilitate the transition to a low carbon economy. By providing a low carbon alternative to fossil fuels, renewable energies such as wind power and solar PV substantially contribute to the stabilisation of greenhouse gas emissions, helping to reduce such emissions through carbon savings. 

All investments are screened as part of the ESG Risk Assessment against areas that could significantly harm the Company's sustainable investment objective. All proposed investments will need to meet the minimum sustainability criteria, as determined by the ESG Risk Assessment, completed during the investment process and reviewed on an ongoing basis.

For the purposes of the ‘do no significant harm’ assessment, the Company takes into account the following principal adverse impacts on sustainability factors, with respect to the Company's asset class:

Environmental damage

·         Decomissioning & Component Recycling: the Company and the AIFM recognise that wind power and solar PV asset decommissioning and component recycling may impact on the environmental objective relating to the transition to a circular economy.

·         Biodiversity Cost: the Company's investments may also impact the environmental objective of protection and restoration of biodiversity and ecosystems.

·         Carbon Emissions: The manufacturing, transportation, and construction phase of Renewable Asset development can be carbon intensive. The Company and the AIFM are collaborating with industry peers to establish practices around identifying and quantifying these emissions.

Social and employee matters, respect for human rights

·         Health and Safety of Workforce: Working on Renewable Assets can be hazardous and keeping people safe is a priority of the AIFM. The Company could be exposed to reputational risk if accidents were to occur and to the risk of increased insurance costs and operational downtime, which add to the costs of operating the assets.

·         Community Relations: Investments may be exposed to project development delay risk or licence to operate risk if they meet opposition from the community. Positive engagement with communities and efforts to address community impact can mitigate these risks.

·         Human Rights in Supply Chain: The supply chain of Renewable Assets could be subject to human rights abuses that need to be monitored and mitigated.

Governance, anti-corruption and anti-bribery matters

·         Anti-Bribery and Corruption: Risks associated with a project or asset achieving any permit, licence or authorisation through undue process, for example, bribery and/or corruption. Appropriate KYC is undertaken on service providers and investors.

·         Conflict of interest risk: This risk could materialise at an individual, asset or portfolio level in the acquisition and ongoing management of renewable investments and is mitigated to protect the interests of investors.