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.

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.

Registrar

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.

Administrator

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.

Auditor

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

Depositary

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

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.

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

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

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

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 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 Net Asset Value is made available at https://uk.ecofininvest.com/funds/ecofin-us-renewables-infrastructure-trust-plc/

The Company’s historical performance information is made available at https://uk.ecofininvest.com/funds/ecofin-us-renewables-infrastructure-trust-plc/

The Company has not appointed a prime broker.