Brightshore Capital

Advisory Business Brightshore Capital LP1 (the “Firm” or “Brightshore”) is a real assets investment Firm headquartered in New York, with offices in Sao Paulo, Brazil; Los Angeles, California; San Francisco, California; Atlanta, Georgia; Charlotte, North Carolina; Houston, Texas; and Munich, Germany. Founded in 2005 under predecessor entity name GTIS Partners LP, Brightshore pursues core-plus, value-added and opportunistic real estate investments. Since inception, Brightshore has committed approximately $6.78 billion in equity capital to residential, single family rental, retail, industrial, office, infrastructure, hotel, real estate debt, land development and mixed-use projects in the U.S. and Brazil. As of December 31, 2025, Brightshore had approximately $4.79 billion in gross assets under management2. Brightshore offers investment advisory services to:

Real estate-related investment funds exempt from registration under the Investment Company Act of 1940, as amended, pursuant to Sections 3(a)(1), 3(c)(5)(C), 3(c)(7) or 3(c)(1) thereof, (each a “Fund” and collectively, the “Funds”);

Co-investment vehicles that invest side-by-side with a Fund investment (“Co-Investment Vehicles”); and

Separate account mandates that generally invest in the same strategies employed by one or more Funds but with modified investment guidelines tailored to the individual objectives of the client (“Separate Accounts”).

For purposes of this Brochure, all references to Funds shall also include Co-Investment Vehicles, unless otherwise noted. Funds, Co-Investment Vehicles and Separate Accounts are collectively referred to herein as the “Clients”. In addition to the Clients, Brightshore or an affiliate serves as the manager of investment partnerships and joint venture partnerships. Brightshore’ Funds include: (i) closed-ended Funds, where each investor makes an up-front commitment to contribute a stated amount of capital as called by Brightshore for investment, 1 For purposes

of this filing, Brightshore Capital LP includes the Brightshore relying advisers, fund general partners and affiliates, each as described further herein and in Brightshore’s Form ADV Part 1. Gross AUM represents the gross portfolio value of real estate and uncalled capital including property level debt managed by Brightshore and our Joint Venture Partners, per the INREV definition of gross assets under management. Gross AUM also includes the value of real estate owned by Clients that are exempt from registering under Section 3(a)(1) of the Investment Company Act of 1940, which is not included in the calculation of regulatory assets under management, as reported in Brightshore’s Form ADV Part 1.

and may not withdraw capital prior to the end of the stated multi-year term of the Fund; and (ii) open-ended Funds, where capital contributions and withdrawals are permitted at stated intervals (on a quarterly basis after an initial lock-up period, subject to the general partner’s discretion per such Funds’ governing documents) at then-current net asset values. For each Client which is managed on a discretionary basis, a general partner has been appointed, which has the authority to make investment decisions on behalf of such Client. Each general partner is subject to the Investment Advisers Act of 1940 (“Advisers Act”) pursuant to Brightshore’s registration in accordance with SEC guidance. Each general partner has contracted with Brightshore or an affiliate for day-to-day management of the Clients. For the Funds, the applicable general partner retains investment discretion and investors do not participate in the control or management of the Funds. For more information about the general partners of each Client, please see Brightshore’s Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1); more information about Brightshore’s relying advisers is available in Form ADV Part 1, Schedule R. Advisory Services The principal investment objective of Brightshore, on behalf of its Clients, is to seek core-plus, value added and opportunistic real estate related investments that have the potential for significant capital appreciation through development, redevelopment, repositioning or improved management. The investments acquired by Brightshore on behalf of its Clients include (depending upon the investment objectives and/or restrictions of each Client) real estate, real estate related loans and equity investments in real estate related joint ventures and operating companies. Some of these investments take the form of private or publicly traded debt and equity securities directly or indirectly secured by real estate. Brightshore seeks to identify investment opportunities and themes on its own or through its relationships with real estate operators and developers, and attempts to validate these opportunities and themes with due diligence and research. Brightshore’s vision of where to find risk-adjusted value in real estate is constantly evolving based on the top-down findings of its dedicated research team as well as the bottom-up recommendations of its experienced investment and asset management teams. Brightshore’s investment opportunities typically require real estate development or re-development, obtaining zoning approvals, leasing or similarly improving the sales or operating income of the property. Brightshore seeks to apply its own real estate development, construction management and operational expertise to create value at the property level in its selection of both real estate projects and third-party operating partners. Where feasible, Brightshore will generally use its own development and construction personnel for its real estate projects. Brightshore also uses its financial and structuring expertise to protect principal, mitigate investment risks and optimize

investment returns. The Firm aims to manage its investments through its in-house capability, but also invests in projects with third-party joint venture partners. Such joint venture partners manage much of the day-to-day operations of the real estate projects and add value through investment sourcing, local market knowledge and/or specialized operational/developmental expertise. Brightshore’s asset management staff maintains an active oversight of the projects and Brightshore retains major decision rights as defined in negotiated agreements with each of its joint venture partners. Brightshore also sources real estate debt transactions for various Client accounts. Services for the Separate Accounts include acquiring, managing and disposing of assets on either a discretionary or a non-discretionary basis, depending on each Client, using similar practices to those mentioned above. Brightshore does not tailor its advisory services to the individual needs of investors (“Investors”) in its Funds; Brightshore’s investment advice and authority for each Fund are tailored to the investment objectives of that Fund. These objectives are described in and governed by the private placement memorandum, limited partnership agreement, investment management agreement, side letter agreements, subscription agreements and other governing documents of the relevant Fund (collectively, “Governing Documents”) and Investors determine the suitability of an investment in a Fund based on, among other things, the Governing Documents. Investors in Funds generally participate in the overall investment program for the applicable partnership. In accordance with common industry practice, Brightshore has entered into side letters or similar agreements with certain Investors that have the effect of establishing rights under, or altering or supplementing, a Fund’s partnership agreement. Examples of side letter provisions, restrictions and limitations that Brightshore has entered into include reporting provisions, notification provisions, certain fee arrangements, provisions whereby Investors have expressed an interest in participating in co-investment opportunities, advisory board representation, “most favored nations” provisions, prohibitions on investing in a particular country, a limitation on how much capital is permitted to be invested in a single investment or a limitation on the incurrence of unrelated business taxable income. Side letters are negotiated at the time of the relevant Investor’s capital commitment, and once invested in a Fund, Investors generally cannot impose additional investment guidelines or restrictions on such Fund. These rights, benefits or privileges are not always made available to all Investors, nor are they required to be disclosed to all Investors, consistent with the Governing Documents and general market practice. There can be no assurance that the side letter rights granted to one or more Investors will not in certain cases disadvantage other Investors.

Brightshore advises Separate Accounts on both a discretionary and a non-discretionary basis. The owners of these Separate Accounts have specific investment restrictions and limitations, which are typically set forth in agreements negotiated between Brightshore and such Separate Account. Principal Ownership InSite Partners LP, which is controlled and principally owned indirectly by Thomas M. Shapiro, Brightshore’s President and Chief Investment Officer, is the principal owner of Brightshore and has voting control over Brightshore. For more information about Brightshore’s owners and executive officers, please see Brightshore’s Form ADV Part 1, Schedules A and B. Regulatory Assets Under Management As of December 31, 2025, Brightshore managed regulatory assets under management of approximately $2.189 billion. Of this amount, $1.531 billion is managed on a discretionary basis and $658.51 million is managed on a non-discretionary basis.

In consideration for the investment management services provided to the Clients, an affiliate of Brightshore receives management fees (“Management Fees”) and Brightshore affiliates receive an incentive fee (“Incentive Fee” and together with Management Fees, “Compensation”) from the Clients. Brightshore also receives certain other fees as described below, which varies by Client but can include development fees, acquisition fees and monitoring fees. The Clients are also responsible for bearing certain expenses as detailed below and in each Client’s Governing Documents. Investors should refer to the Governing Documents of the applicable Client for a complete understanding of how Brightshore is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by such documents. Management Fees Generally, Brightshore charges each Client a Management Fee of up to 1.75% as specified in each Client’s Governing Documents. Management Fees are negotiated on a Client-by-Client basis during the fundraising period of the applicable Client and are not subject to negotiation thereafter. For certain Clients, the amount of Management Fees generally will not correspond with fluctuations in a Client’s net asset value, including following the date that Management Fees step down, and will not be reduced in connection with any write-downs, except in the case of investments that have been permanently written down. Permanent write-down determinations

are made in the discretion of the Valuation Committee in accordance with the relevant Governing Documents and Brightshore’s valuation policy. For certain Clients, Management Fees are reduced by an amount paid by Brightshore in connection with marketing or management of such Client in accordance with the Governing Documents of such Client. Management Fees are not reduced, however, in connection with fees, compensation or interests paid to an employee that was entered into prior to such person becoming an employee, regardless of when the interest, compensation or amounts crystallize or vest. Brightshore is permitted in its sole discretion to reduce or waive all or a portion of the Management Fee, and has done so for Brightshore employees and their family members investing in a Client (although such Investors generally pay their pro rata share of certain Client expenses). Management Fees are often dependent upon the size of the Investor commitments within each Client. Brightshore has elected for some Clients, per the Governing Documents of such Client, to apply the Management Fee payable by a Client to satisfy the capital contribution obligations of the Client sponsor (Brightshore). The Investors in such Clients are required to make a pro rata contribution according to their respective commitments to fund any contribution that would otherwise be required of the relevant sponsor in connection with any waiver and, as a result, the exercise of such waiver has the potential to result in an acceleration of Investors’ capital contributions (e.g., during periods when Brightshore no longer receives Management Fees and receives Compensation that would otherwise be subject to offset, Brightshore, depending on certain elections made by Client Investors, can be entitled to retain such Compensation without remitting any such amounts to the applicable Client or its investments). Generally, Investors participating in a subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date of the initial closing of such Fund. In addition, Management Fees are payable during term extensions unless otherwise notified to Investors. Management Fees are accrued and payable by the Clients either quarterly in advance or quarterly in arrears, depending on the Client and as detailed in each Client’s Governing Documents. In the case of certain Client arrangements, Brightshore is afforded with the right to be paid in advance, but not more than three months in advance. In most cases, Management Fees are either paid directly by the Client as a result of a capital call to its Investors or deducted from distributions to Client Investors and remitted to Brightshore. Management Fees for the Separate Accounts are either paid as described above or paid directly to Brightshore. Other fees (as detailed below),

are paid either as a result of a capital call notice to Investors, as an investment expense, as a property level expense, as a Fund or Client expense or deducted from distributions to Investors. For closed-ended Clients, Management Fees are expected to be paid, except as otherwise described in the relevant Governing Documents, over the term of the Clients, and Investors generally are not permitted to withdraw or redeem interests in the Clients. For open-ended Clients, Investors are permitted to invest or withdraw (entirely or partially and subject to various redemption restrictions) on a quarterly basis, subject to a minimum investment period and certain lock-up rights disclosed in the relevant Governing Documents. Withdrawing Investors must provide Brightshore with proper advance written notice as per the Governing Documents of such Fund. For such open-end Investors, Brightshore is only entitled to Management Fees for the time in which they are Investors. Incentive Fees Incentive Fees to which Brightshore may be entitled, depending on performance, are generally 10% - 20% of cumulative realized Client profits following the return of Client capital (and the exceeding of a preferred return on such capital), as described briefly in Item 6 below and in full detail in each Client’s Governing Documents. Client Expenses As further detailed in the Governing Documents for each Client, Clients, investment joint ventures or investments wholly-owned by Clients pay:

During an offering period, all organizational and marketing expenses, up to maximums, if applicable, as detailed in such Client’s Governing Documents.

To the extent permitted under the Client’s Governing Documents, all Client-related costs and expenses, including, without limitation, the expenses incurred in connection with investments (whether or not consummated, and whether or not co-investment was contemplated for the investment at the time acquired by the Fund and whether undertaken prior to the initial closing date or otherwise, including for a potential secondary transaction) and the evaluation, acquisition, origination, construction, development, ownership, sale, insuring, hedging or financing of any investment, litigation-related and indemnification expenses, travel, relevant conferences, compliance, custodial, administrative, communication, technology, expenses relating to developing and maintaining artificial intelligence tools and systems, legal and accounting expenses related to the Client, Investor reporting (including any information requests and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association) and compliance

with any anti-money laundering rules and regulations. In many cases, this includes reimbursed out-of-pocket or third-party costs incurred by Brightshore on the Client’s behalf.

To the extent permitted under the Client’s Governing Documents, reimbursement from some Clients for personnel compensation (including base salary, discretionary bonus and fully loaded benefits) incurred in connection with operating the Clients. Reimbursements permitted vary by Client, but generally include costs of maintaining the Client bank accounts and accounting services, as well as allocations of costs for maintaining the Client general ledger, investment reporting, preparation of the Client financial statements and tax returns, performing in-house legal services, compliance, valuation review and construction and development oversight. In some cases, these costs are partially offset by fees and/or reimbursements paid by third-party joint venture partners.

A development fee for some investments where Brightshore performs or oversees the development duties in-house.

An acquisition fee for some investments where Client Governing Documents permit.

Feeder Clients, Co-Investment Vehicles and Separate Accounts pay for their pro rata share of relevant expenses as determined by the relevant Governing Documents of such Client. Co-Investment Fees and Expenses In some circumstances, Brightshore permits certain investors to co-invest in investments alongside one or more Clients, subject to Brightshore’s related policies and procedures, the relevant Governing Documents and/or side letter(s) or similar arrangements. Where a CoInvestment Vehicle is formed, such entity will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Clients (although Brightshore has on occasion charged co-investors more or less of certain expenses related to the investment (e.g., legal and other expenses associated with a portfolio investment) than the Client making the investment). In the event a proposed transaction is not consummated, no such Co-Investment Vehicle generally will have been formed, and the full amount of any fees and expenses generated in the course of evaluating such investments, including out of pocket fees associated with due diligence, attorney fees, fees of other professionals and various other fees relating to such proposed but not consummated transaction (“broken deal expenses”) therefore will generally be borne by the Fund(s) selected as proposed investors for such proposed transaction and not by any prospective co-investors that were to have participated in such transaction, regardless of whether an Investor negotiated for an elective or automatic contractual right that would have excused them from

participating in the investment and regardless of whether the co-investment was anticipated to be structured as a direct co-investment or a Co-Investment Vehicle. As a result, the Fund(s) selected as proposed investors for such proposed transaction will bear more than what would otherwise have been its share of such broken deal expenses. Conversely, co-investors who commit to a transaction after a Fund signs a definitive purchase agreement will lower the risk of broken deal or similar expenses incurred by such Fund (and indirectly, by such Fund’s Investors) in connection with such transaction based on the timing of when a co-investor becomes contractually obligated to invest. Joint Venture Partner Fees and Expenses Brightshore generally invests in assets where the investment opportunity is shared with a joint venture partner that provides equity and/or services to the project. Joint venture partners can receive compensation in the form of management fees or incentive allocations when investments outperform certain hurdles. This compensation is typically paid to the joint venture partner by the underlying asset, which is an indirect expense to the Funds.

Brightshore’s primary investment objective is to seek core-plus, value-added and opportunistic real estate related investments on behalf of its Clients. Brightshore pursues real estate investments in residential, single family rental, retail, industrial, office, hotel, real estate debt, land development and mixed-use projects in the U.S. and Brazil. Investments are usually in the form of direct or indirect ownership interests of, or in, real estate and real estate related loans

and equity investments in real estate related joint ventures and operating companies. Brightshore’s investments also include publicly traded or privately offered equity and debt instruments and certain liquid investments, including cash and cash equivalents. The Firm performs extensive due diligence prior to making any investment. In particular, Brightshore evaluates potential investments with respect to financial, accounting, tax, legal, market, competitor, employee, joint venture partners, environment, construction, development, architectural, engineering and consumer issues, as well as other issues that may be particular to the proposed transaction. Brightshore focuses on generating optimal risk-adjusted returns by prioritizing capital preservation and risk mitigation in its investments. The Brightshore investment process is characterized by several elements of risk management. The Firm seeks downside protection through a substantial margin of safety in pricing and/or underwriting and seeks to use equity, debt and hybrid capital structures specifically tailored to the situation in order to optimize the investment risk/return profile. Brightshore conducts extensive due diligence including a rigorous financial, physical, environmental, legal and tax review. The Firm seeks to diversify portfolio exposures across multiple risk factors including asset classes, strategies and geographies. Investing in securities involves risk of loss that Clients should be prepared to bear. Typically the investment risks associated with the investment strategies offered by Brightshore and the types of investments pursued by Brightshore are outlined in a Client’s Governing Documents. Risks All investing involves risk of loss. Current and prospective Brightshore Investors are cautioned that Brightshore’s investments involve risk, including the possibility of a complete loss of the amount invested, and that they should be prepared to bear those risks. There can be no assurance that any investment, investment program or portfolio will achieve its stated objectives. Client Investors should refer to their respective Governing Documents for a more detailed discussion of risks. Certain risks below are applicable across the Brightshore investment platform. Different or new risks not addressed below may arise in the future and, therefore, the following list is not intended to be exhaustive. For all Clients, the following are some of the more relevant risks to an investment with Brightshore:

Changes in Market Circumstances. The success of Brightshore’s activities will often be affected by international, U.S., regional and local economic and market conditions, including changes in interest rates, currency, instability in certain securities markets, changes in relative

valuation of its target investment sectors, changes in the availability of, or the general terms and conditions for, investment financing, shifts in the supply and demand for the types of properties in which Brightshore will invest Client funds, changes to the financial resources and solvency of tenants and buyers and sellers of properties, among other factors—any one of which could adversely affect investment returns.

Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There continue to be discussions regarding enhanced governmental scrutiny and/or increased regulation of the private fund industry. Such changes are expected to materially impact Brightshore, the Clients and/or the investments, as well as increasing their expenses. Significant time and resources are expected to be required to comply with new regulations. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on the Clients’ activities, including the ability of the Clients to effectively and timely address such regulations, implement operating improvements or otherwise execute their investment strategy or achieve their investment objectives.

Financial Market Fluctuations. Turmoil such as that experienced by the U.S. and global financial markets as a result of bank failures in 2023, the 2019 novel coronavirus (“COVID 19”, together with any other similarly infectious diseases, each a “Pandemic”) and potential new Pandemics, the ongoing conflicts involving Russia and Ukraine, in Iran, Gaza and in Latin America, the stock market instability as a result of recent tariffs and such as markets endured during the global financial crisis of 2008, illustrates the risk that the financial markets can experience uncertainty, volatility and instability, potentially for protracted periods of time. Lending and the global credit markets can experience substantial volatility, disruption, liquidity shortages and to some extent financial instability. Global financial markets in the past have experienced considerable and prolonged declines in the valuations of equity and debt securities and periodic acute contraction in the availability of credit. These financial market fluctuations have the potential to adversely affect the value of a Client’s investments and/or increase the risks inherent in a Client’s investments. At times during the life of a Client, the state of global credit markets, when coupled with uncertainty of the global financial system generally, can make it significantly more difficult to obtain favorable financing terms for its investments. There can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect one or more of a Client’s portfolio investments (including with respect to performing under or refinancing their existing obligations), its access to capital or leverage, its ability to effectively deploy its capital or realize investments on favorable terms or its overall performance. General fluctuations in the market prices of securities and interest rates have the potential to adversely affect the value of the Client’s portfolio investments and/or increase the risk

associated with the Client’s portfolio investments. In particular, conditions in the credit markets could have a significant impact on the business of the Clients. The ability of companies, businesses, projects or assets to refinance debt depends, among other factors, on their ability to obtain financing, including by selling new debt in the high-yield debt or bank financing markets. Similarly, there can be no assurance that the Clients will not suffer material adverse effects from broad and/or rapid changes in market conditions in the future. The level of investment opportunities can decline from Brightshore’s current expectations, making fewer investment opportunities available to the Clients (although, during a time of challenging market conditions, it is possible there could be opportunities to take larger positions in the transactions that do occur). Another possible consequence of a constrained credit market is that the Clients can take a longer than anticipated period to invest capital, as a result of which, at least for some period of time, the Clients likely would be more concentrated in a limited number of investments than expected. Consequently, during this period, the returns realized by the Clients (and thus the Investors, including the general partners) can be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, market conditions can unfavorably impact a Client’s ability to secure leverage on terms as favorable as more established borrowers in the market, or as those terms obtained during better market conditions or to obtain any leverage on commercially feasible terms. To the extent a Client is able to secure financing for investments, increases in interest rates such as those recently experienced or in the risk spread demanded by financing sources make the partial financing of investments with indebtedness more expensive and could limit such Client’s ability to structure and consummate its investments. Although Brightshore believes at this time the continued unfolding of the credit cycle will result in attractive investment opportunities, it is possible it will not be able to manage the timing of the Clients’ investments in the most advantageous manner, which could result in further depreciation in values. A Client’s investment strategy and the availability of opportunities satisfying a Client’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events, and, in any event, past performance is not indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by Brightshore will prove correct, and actual events and circumstances have the potential to vary significantly.

Geopolitical Risks and Force Majeure. An unstable geopolitical climate and continued threats of terrorism could have a material adverse effect on general economic conditions, market conditions and market liquidity. U.S. military actions around the globe; the threat or

occurrence of terrorist attacks in the future; rising oil, energy and other commodity or material prices (including those resulting from the unavailability thereof); and the United States’ military, economic and political responses to terrorism all can have material consequences on the U.S. and global economies. Brightshore is not able to predict the extent, severity or duration of the effect of any past or future terrorist attacks and related events or quantify the impact that these events can have on investment objectives or the markets where an investment will be located. For example, the United States and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. The continued threat of terrorism and the impact of military or other action have led to and will likely lead to increased volatility in prices for certain commodities and could affect certain investments’ financial results. Additionally, a serious pandemic or a natural disaster could severely disrupt the global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer confidence has the potential to increase the risk of default of particular portfolio investments, negatively impact market value, increase market volatility and cause credit spreads to widen, and reduce liquidity, all of which could have an adverse effect on a Client’s returns and ability to make new investments. No assurance can be given as to the effect of these events on the value of or markets for portfolio investments. Additionally, the Clients or portfolio investments can be affected by force majeure events such as events beyond the control of the party claiming that the event has occurred including, without limitation, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes. Some force majeure events may adversely affect the ability of a party, including a Client, portfolio investment or a counterparty to a Client or a portfolio investment, to perform its obligations until it is able to remedy the force majeure event. In certain circumstances, a Client or a portfolio investment may be a party to a contract which does not provide a remedy in favor of the Client or such portfolio investment if a force majeure event occurs. In this event, the Client or such portfolio investment may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits to which it is entitled under such contract. Such a circumstance can cause the Client or such portfolio investment to suffer economic loss, and such loss has the potential to be exaggerated if a force majeure event subsists for an extended period of time. Certain force majeure events, such as war or an outbreak of an infectious disease, could have broader negative impact on the world economy and international business activity generally or in any of the countries in which a Client has invested. A resulting negative impact on economic fundamentals and consumer confidence can increase the risk of default with

respect to particular investments, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, each of which could have an adverse effect on the performance of portfolio investments, the Clients’ returns and the ability of a Client to make and/or dispose of portfolio investments. No assurance can be given as to the effect of these events on the value of, or markets for, portfolio investments, or a Client’s or a portfolio investment’s ability to recover therefrom.

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Brightshore provides investment advice to (i) Funds that are offered as private placements and organized as limited partnerships or REITs, (ii) to Co-Investment Vehicles, and (iii) to Separate Accounts that invest through limited partnerships (all such entities, Brightshore’s Clients). Client Investors typically include public pension plans, corporate pension plans, university endowments, foundations, investment companies, insurance companies, sovereign wealth funds, fund-of-funds, banks, trusts, family offices, investment advisers, other institutional Investors, and high net worth individuals. Investment advice is provided directly to the Clients and not individually to Investors in such Clients. Each Client generally limits its Investors to persons who are “accredited investors” and/or “qualified clients”, “qualified purchasers” or “knowledgeable employees”, in each case as defined respectively in the Securities Act of 1933, the Advisers Act or the Investment Company Act of 1940 (“Investment Company Act”). In regard to the Funds, minimum subscription amounts and other Investor suitability requirements are detailed in the respective Client Governing Documents. However, such minimum amounts can be waived by Brightshore in its discretion. In regard to the Separate Accounts, the amount of capital to be invested is individually negotiated. The Clients are not registered nor required to be registered under the Investment Company Act, their securities are not registered nor required to be registered under the Securities Act of 1933 and interests are privately placed to qualified investors. Qualified investors include individuals or entities to which interests are permitted to be sold, which generally includes (i) in the United States, people or organizations who meet certain net worth, income and/or financial sophistication requirements as described above or (ii) in other countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable to Brightshore and/or the Clients. On occasion, Brightshore offers co-investment opportunities for certain investors to invest alongside a Fund in certain investments. Brightshore in its discretion will determine whether it is in the best interest of the Funds to solicit co-investment interests for a portfolio investment. Brightshore generally will seek co-investors when (i) an investment opportunity requires additional capital, (ii) an investment opportunity is larger than the commitment amount a Fund is permitted to make under the Governing Documents, (iii) the investment amount is larger than is prudent for the Fund to make, (iv) allowing a co-investor is in the best interest of a Fund or (v) Brightshore believes the Fund will benefit from the participation of the co-investor(s). Coinvestment opportunities are generally offered first to those Investors who have indicated an

interest in participating in co-investment opportunities during the subscription process and then to all Investors in the applicable Fund, although for some investments Brightshore will determine in its sole discretion that it is in the best interests of the Client to offer a co-investment opportunity to a third party. Subject to any restrictions contained in the Governing Documents of the relevant Fund, any side letter or other terms negotiated with respect to such Fund or agreements with lenders, in general no Investor has a right to participate in any co-investment opportunity and co-investment opportunities may be offered to some, and not all, Investors in the Funds. In its sole discretion and in accordance with the Governing Documents and its policies and procedures governing co-investment opportunities, Brightshore can cause a Fund to invest sideby-side with a co-investor without offering a co-investment opportunity to existing Brightshore Investors. Opportunities to co-invest are made available to any person or entity, including without limitation, strategic investors, lenders, deal sources, co-sponsors, joint venture partners, other investment advisers and other persons or entities affiliated, associated or otherwise known to Brightshore or its employees. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or service providers will be made prior to the determination of the availability of the opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. Reasons for offering a co-investment opportunity to a third party include, but are not limited to, instances where a co-investor provides investment opportunities, operating capabilities, financing or other strategic or competitive opportunities or advantages, as further detailed in the Firm’s policies and procedures regarding co-investment. Some co-investors are offered rights not offered to other co-investors, such as forced sale provisions. In some cases, the application of co-investment allocation factors will result in favoring some potential co-investors over others, including with respect to the frequency with which co-investment opportunities are offered. In other cases, certain co-investors will receive a greater proportion of an investment opportunity than others as a result of these factors. In addition, co-investments will not necessarily be made on the same terms as a Fund’s investment in an investment. Although co-investments typically involve investment and disposal of interests in the applicable investments at substantially the same time and on substantially the same terms as the Fund making the investment, co-investors are generally subject to different economic terms than the Fund. From time to time, for strategic and other reasons, a co-investor or Co-Investment Vehicle will purchase a portion of an investment from a Fund after such Fund has consummated its investment (also known as a post-closing sell-down or transfer). Post-closing sell-downs are generally funded through the Fund’s Investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or Co-Investment Vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation

of the investment; however, in certain instances, a post-closing sell-down or transfer could occur well after the Fund’s initial purchase. When co-investors purchase their interest from a Fund after the Fund has consummated the investment, the price paid by co-investors is typically determined by the Fund’s general partner in its sole discretion, which has the potential to result in a conflict of interest. The Funds will bear the risk that any co-investors acquiring an interest in an investment after the closing of such investment will acquire such interest on terms that do not reflect the then-current value of such investment. In addition, as a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, a Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iii) be diluted or realize lower than expected returns from such investment. When appropriate and in Brightshore’s sole discretion, Brightshore reserves the right to charge interest on the purchase to compensate the relevant Fund for the holding period. In addition, a co-investment generally will be required to reimburse the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. The price reimbursed to a Fund may not reflect the full cost incurred by the Fund in connection with the investment, any interest charge on the co-investment amount, the cost of establishing the credit facility utilized to acquire the investment or the risk borne by the Fund in connection with purchasing and warehousing the investment, in each case as applicable. In either case, potential co-investors typically do not bear any transaction costs of investments that are not consummated and are not subject to the same risks to which a Fund is throughout the investment process. Brightshore seeks to address any such potential conflict of interest by investing in accordance with its policies and procedures governing investment allocation and co-investments. In addition, to the extent that Brightshore engages in a secondary liquidity transaction in connection with an investment, co-investors will not necessarily receive the same liquidity options as Investors in a Fund and may therefore be compelled to receive cash or continue to hold an interest in the investment, depending on the particular facts of the transaction.

Brightshore, generally through one of its affiliated entities, is entitled to receive an Incentive Fee from certain Clients. An Incentive Fee represents an adviser’s compensation based on a percentage of net profits. Depending on the Client, Brightshore may be entitled to receive an Incentive Fee of 10% - 20% of the cumulative realized Client profits following the return of Client capital (and the exceeding of a preferred return on such capital), as described in more detail in each Client’s Governing Documents. Incentive Fee arrangements have been structured subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Brightshore seeks to ensure that Investors in a Client that are directly or indirectly assessed an Incentive Fee satisfy the qualifications of Rule 205-3 and have been advised of the terms of such performance-based fees and the associated risks. The general partner of each Client may, in its sole discretion, agree to waive all or a portion of this amount, as it does for Brightshore employees and their family members investing in a Client. Clients should be aware that Incentive Fees can be deemed to create a conflict of interest for Brightshore, as there can be an incentive for Brightshore to make investments that are riskier or more speculative than would be the case in the absence of an Incentive Fee or to allocate an investment to a Client that earns a higher Incentive Fee. In addition, the fact that different Clients (and/or different Investors within the same Client) pay different levels of Compensation to Brightshore and its affiliates for making the same investments gives rise to certain conflicts of

interest. Brightshore will at all times act in a manner that it believes to be fair and equitable to its Clients, subject to any investment restrictions and investment capacities of its Clients, as set forth in the Governing Documents of each Client received by each Investor prior to investment in such Client. Brightshore manages multiple Clients with similar investment strategies on a side-by-side basis. As a result of the foregoing, Brightshore and/or the general partners have a potential conflict of interest in: (i) allocating their time and activity among the multiple Clients; (ii) allocating investments among the multiple Clients; and (iii) effecting transactions among the multiple Clients, including ones in which Brightshore and/or the general partners have a greater financial interest. These conflicts of interest have the potential to create an incentive for Brightshore to favor a Client in which it and/or a general partner have a greater financial interest with respect to allocation of time and activity, limited investment opportunities, or investments that Brightshore regards as more attractive or better performing. However, Brightshore believes this incentive is mitigated due to the fact that: (i) the applicable Governing Documents create limitations on the ability of Brightshore to establish new investment funds; (ii) the Funds are subject to certain contractual provisions requiring certain parallel funds to purchase and sell investments contemporaneously if they share an investment through a contemporaneous initial investment; (iii) any losses the Clients sustain will reduce the general partner’s Incentive Fee; (iv) while Incentive Fees may be distributable earlier in a Client’s life under certain circumstances, ultimately the Incentive Fee is generally calculated only after Investors have received as distribution 100% of their capital contributions plus a preferred return; (v) a general partner often makes a substantial commitment to a Fund to invest its own capital alongside the Investors; and (vi) Brightshore’s ability to attract future Investors is tied to the performance of its investments. To the extent that Brightshore has Clients with varying Incentive Fee terms (including amount, timing waterfall conditions or other terms) and/or Brightshore personnel are assigned varying percentages of Incentive Fee from a Client, Brightshore and such personnel are subject to potential conflicts of interest to the extent they are involved in identifying investment opportunities as appropriate for a Client from which they are entitled to receive a higher Incentive Fee percentage. To address these conflicts of interest, Brightshore has implemented policies and procedures to ensure that all Clients receive equitable and fair treatment over time with respect to the allocation of investment opportunities. These policies and procedures, along with each Client’s Governing Documents, require Brightshore to at all times allocate investments among the Clients in a manner which it believes to be fair and equitable. Investment allocation decisions are made by the Allocation Committee.

Brightshore will not allocate investment opportunities based in whole or in part, on (i) the relative fee structure or amount of fees paid by any Client or (ii) the profitability of any Client.

Neither Brightshore nor its related persons are engaged in other financial industry affiliations and have no other industry affiliations. A Brightshore relying adviser and a general partner have filed as an exempt commodity pool operator with the CFTC pursuant to Regulation 4.13(a)(3), due to their de minimis amount of commodity interest trading. As mentioned in Item 4 above, Brightshore is affiliated with the general partners of each of its Clients and with its relying advisers. These general partners and relying advisers are subject to the Advisers Act pursuant to Brightshore’s registration. Brightshore provides personnel and other services to the general partners and relying advisers who operate as a single advisory business together with Brightshore. These general partners and the relying advisers do not have employees of their own; Brightshore, the general partners and relying advisers share common owners, officers, partners, employees, consultants or persons occupying similar positions. Brightshore has and will continue to develop relationships with professionals who provide services it does not provide, including legal, accounting, banking, investment banking, tax preparation, insurance brokerage, information technology, compliance and other services. Some of these professionals may provide services to the principals, the Funds or their portfolio investments. Additionally, some of these professionals invest in Brightshore Clients, either personally or through their company. Brightshore does not recommend or select other investment advisers for its Clients.

Code of Ethics and Personal Trading As fiduciaries, Brightshore and its supervised persons have certain legal obligations to put Clients’ interest ahead of their own. Brightshore has adopted a Code of Ethics (the “Code of Ethics”) in accordance with the requirements of Rule 204A-1 of the Advisers Act which is based on principles of openness, honesty, integrity and trust. The Code of Ethics sets out standards of business and personal conduct for each supervised person and policies regarding personal trading and

reporting of personal securities transactions, gifts and entertainment, outside business activities, among other topics. All supervised persons must acknowledge adherence to the terms of the Code of Ethics initially upon hire and annually thereafter. Brightshore’s personal trading policies are designed to ensure that no Client is disadvantaged by the transactions executed by a supervised person and that supervised persons in no respect misappropriate any benefit properly belonging to a Client. Supervised persons of Brightshore who violate the Code of Ethics will be subject to remedial actions. Supervised persons are required to promptly report any violations of the Code of Ethics of which they become aware; a confidential hotline has been put in place to make reporting easier. With respect to third parties that are not subject to the trading restrictions under Brightshore’s Code of Ethics and that may otherwise obtain sensitive and nonpublic information relating to a Client investment or prospective investment (e.g., co-investors, legal, financial, diligence, public relations and other similar service providers), such persons typically are subject to contractual provisions in confidentiality agreements or professional obligations that prohibit the misuse of any such information. The Code of Ethics includes a prohibition on insider trading and outlines strict policies that dictate how any such information is treated. Because Brightshore’s business focuses primarily on private market investments, Brightshore expects that instances of supervised persons having access to material nonpublic information regarding publicly traded securities will be relatively infrequent. Brightshore’s supervised persons and their covered family members are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding publicly traded securities or communicating material non-public information about such securities to others. The Code of Ethics establishes guidelines for certain personal trading requirements, insider trading and reporting of personal securities transactions. Brightshore maintains a restricted list of issuers about which it has or may have material nonpublic information. Supervised persons are required to submit annual and quarterly brokerage account reports of security transactions for their own accounts or any account in which they have a direct or indirect beneficial interest and/or to link such brokerage accounts to the Firm’s compliance software to enable monitoring of personal trading by the Compliance Department. Supervised persons and their covered family members are also required to preclear with the Compliance Department certain reportable securities transactions. As such, provided that they comply with the Code of Ethics, Brightshore supervised persons are permitted to engage in certain personal securities transactions, including investing in Brightshore Clients.

The principals and employees of Brightshore carry on investment activities for their own account and for family members, friends or others and in connection therewith, can potentially give advice and recommend securities which differs from advice given to, or securities recommended or bought for, the Clients, even if their investment objectives are the same or similar. In addition, consistent with the Governing Documents, principals and employees are permitted to buy securities in transactions offered to but rejected by Clients or that are outside the Clients’ investment mandate. For example, in an effort to build relationships with companies and in certain industries, supervised persons at times make personal investments in order to form deeper connections with such companies, gain insight into their industries and ecosystems over time, and further develop their networks and relationships with the founders, CEOs and boards of such companies. All such employee private investments are subject to pre-approval and review by the Compliance Department. Because of the private nature of its portfolio investments, Brightshore does not typically face a situation where a supervised person buys or sells a security for his or her own account at or about the same time that the Firm is also buying or selling the same securities for Client accounts. In the event this were to occur, the supervised person would be required to seek pre-approval from the Compliance Department for such transaction. Brightshore will provide a copy of its Code of Ethics to any existing or prospective Investor upon request to its Compliance Department at (212) 220-5200. Participation or Interest in Client Transactions Brightshore and certain employees and affiliates have invested in and alongside the Clients, either through the general partners, as direct Investors in the Clients or otherwise. A Client or its general partner, as applicable, is permitted to exempt such person from all or a portion of the Management Fee or Incentive Fee. Brightshore does not believe this arrangement presents any material conflict of interest since the general partners’ interests are aligned with the interests of Investors in such Clients. Section 206(3) of the Advisers Act generally prohibits investment advisers from engaging in principal, cross and agency cross transactions without the appropriate disclosure and consent. Brightshore will only enter into a principal, cross or agency cross transaction with the appropriate disclosure and consent. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, knowingly buys from or sells a security to an advisory client (i.e., an owner, employee or affiliate of the adviser, such as a Fund general partner). Cross trades between clients can be deemed to be principal transactions if the adviser (and/or its affiliates, owners or controlling persons) owns, in the aggregate, 25% or more of either client. In the context of Brightshore’s business, a principal transaction would most likely refer to

the practice of warehousing an investment for the formation of a future Client. Cross transactions occur when an adviser or an affiliate arranges a transaction (i.e., acts as broker) between two or more different clients that are managed by that same adviser or an affiliate. An adviser is not “acting as a broker” if the adviser receives no compensation (other than the advisory fee earned in the ordinary course of managing the asset) for effecting the transaction and therefore is not considered to be conducting a cross transaction under Section 206(3) of the Advisers Act. In the context of Brightshore’s business, a cross transaction would occur when selling an investment from one Client to another. Agency cross transactions occur when an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer, which is not applicable to Brightshore. Any of these transactions create conflicts of interest because, by not exposing such transactions to market forces, it is possible a Client will not receive the best price otherwise possible, or Brightshore might have an incentive to improve the performance of one Client by selling underperforming assets to another Client in order, for example, to earn fees. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. In the event Brightshore recommends a principal transaction or cross transaction, it would only be after: (i) the Firm has determined the transaction to be in the best interest of both participating Clients; (ii) the transaction is permitted by the relevant Governing Documents; (iii) proper disclosure is given to the Investors, general partner or advisory board, as appropriate; (iv) if necessary, consent is obtained from the appropriate parties; and (v) the Firm ensures that best execution is achieved for the transaction. Conflicts of Interest If any matter arises that Brightshore determines in its good faith constitutes an actual conflict of interest, Brightshore will take such actions as it deems are necessary or appropriate, within the context of any applicable Client’s Governing Documents, to address the conflict. The Governing Documents of each Client include a description of what Brightshore believes to be the most significant conflicts of interest associated with an investment in that Client. Some of these conflicts are summarized in Item 8 above.

Based on the nature of the investment strategies employed for the Clients, Brightshore does not frequently make use of securities broker-dealers in the traditional sense to buy and sell portfolio

investments on behalf of the Clients; rather, the majority of Brightshore investments consist of privately negotiated real estate transactions (e.g., purchases, sales, joint ventures or financings). In executing transactions, best execution is met by the consummation of the deal with the best possible terms for the Client and is not necessarily determined by lowest possible commission rates. In pursuit of best execution in both privately negotiated or publicly traded transactions, Brightshore or an affiliate will on occasion engage the services of a broker-dealer for the execution of public securities, a real estate broker for the purchase or sale of a property or a mortgage broker for the financing or refinancing of debt on a property. When considering retaining the services of such brokers, Brightshore will consider factors based on Brightshore’s best judgment of who can provide best execution and will take into consideration a variety of factors, including: Brightshore’s prior experience in working with the broker; the broker’s execution capability, financial responsibility, reputation and expertise within the industry; the broker’s responsiveness to the Firm; the broker’s expertise in dealing with investments that may be restrictive or illiquid in nature; the type and size of the transaction involved; the value of any research services provided; and the commission rates, among other factors the Firm deems relevant to the specific transaction. While Brightshore generally seeks competitive commission rates, it is possible that it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker that operates outside of a competitive bidding environment. Transactions that involve specialized services on the part of the broker can thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Brightshore believes the commissions or mark-ups charged are competitive with those that other third parties charge. Brightshore does not receive research or other soft dollar benefits in connection with securities transactions for any Client accounts, does not receive Investor referrals in connection with selecting or recommending broker-dealers for the Clients and does not engage in directed brokerage. In the event Brightshore were to aggregate the purchase or sale of securities for Client accounts, it will do so on a pro rata basis or according to the terms of each Client’s Governing Documents.

As mentioned in Item 8, above, as part of the joint venture arrangement with some of its operating partners in managing real estate projects, Brightshore receives compensation reimbursements related to functions performed by Brightshore, which reduces the reimbursements absorbed by Client Investors in the amount equal to those made by third-party joint venture operating partners according to the operating partner’s pro-rata share of the joint ventures. The fee is a negotiated amount between the Client and the joint venture partners and varies by investment. If the fee is less than the compensation reimbursement, the Clients will pay more than their allocable ownership portion of a joint venture’s reimbursements. Brightshore does not believe this to be a conflict of interest in that any fees received from a joint venture operating partner serve to offset, to some extent, the amount of reimbursements paid by Client Investors. Additionally, although not material, a Brightshore Partner serves on the Board of Directors of a publicly traded homebuilder, LGI Homes (“LGI”). LGI was previously a privately held investment of a Brightshore Client, during which time the Brightshore partner was appointed to LGI’s Board of Directors. While LGI was an investment, the fees earned by the Brightshore partner for his board duties were remitted to the Client. LGI is now a public company and is no longer owned by the Brightshore Client. The Brightshore partner retained his seat on the LGI Board of Directors and now remits his board fees to Brightshore directly, not to the Client. Brightshore has relationships with various types of intermediaries in connection with offering interests in the Funds to prospective Investors. Such intermediaries include, for example, other individuals and firms that market interests in a Fund to prospective Investors in return for

compensation based upon the subscriptions made by such prospective Investors (each, a “Placement Agent”). To date, when Placement Agents are used, the relevant Fund is charged a fee that is generally a percentage of total commitments received through the Placement Agent. Management Fees paid by the Fund to Brightshore are offset by any such Placement Agent fees (although related expenses incurred pursuant to the relevant Placement Agent agreement, including but not limited to Placement Agent travel, meals and entertainment expenses, typically are borne by the relevant Fund). Some Placement Agents require Investors they close into the relevant Fund to pay them an upfront selling commission; such commission is paid by the relevant Investor and not the Fund. This arrangement presents a conflict of interest in that a Placement Agent receives direct and/or indirect compensation as a result of their endorsement of Brightshore, which incentivizes the Placement Agent and its associated persons to recommend an investment with Brightshore.

No events have occurred at Brightshore that are applicable to this Item.

Review of Accounts Each Client has specific investment criteria and limitations set forth in its Governing Documents. Before Brightshore makes an investment on behalf of a Client, members of the applicable Investment Committee evaluate whether the investment will satisfy the particular investment

criteria and limitations applicable to that Client. In addition, in the case of the Separate Accounts managed on a non-discretionary basis, generally Client approval will be required before Brightshore can make an investment. After an investment is made, Brightshore’s asset management, finance and compliance personnel, together with the Partner(s) who are responsible for that investment who are also member(s) of the Investment Committee, will continuously monitor the investment. Any decision to sell or materially modify the business or financial terms of investments is made and formally documented by the applicable Investment Committee for that Client. Any decision to sell or materially modify the business or financial terms of investments of the Separate Account Clients are subject in certain cases to the approval of such Separate Account Client. As a part of the regular asset management and reporting process, Brightshore reviews and monitors the capital allocations to different property types, asset classes and geographies, which is regularly examined and discussed by the investment team and the relevant Investment Committee. The overall management of Brightshore’s investments occurs in regular weekly, monthly and quarterly meetings held via phone or in person; many of these reviews include the participation of Brightshore’s joint venture operating partners. Any strategic recommendations for adjustment to the concentration of capital in a sector or geography is reviewed and submitted, as warranted, to the relevant Investment Committee. Throughout the investment identification, asset management and disposition process, Brightshore focuses on generating optimal risk-adjustment returns by prioritizing capital preservation and risk mitigation in its investments. Investor Reporting Client Investors receive quarterly and annual reports summarizing the performance of portfolio investments. Investors also receive financial statements and fair market valuations in accordance with the applicable accounting standards followed for that Client. Investors of each Client receive unaudited financial statements for the first three quarters of each fiscal year within 45 or 60 days (depending on the Governing Documents) of each quarter’s close and an annual audited financial statement within 90 to 120 days of calendar year end. All reports are written and delivered to Investors electronically. Brightshore also has frequent contact with Investors (personal visits, telephone, email, video and telephone calls) throughout the year as requested and as conditions warrant. Additionally, not all Investors conduct due diligence or monitor their investments in vehicles such as the Clients in the same manner. For example, in the course of conducting due diligence, Investors periodically request information pertaining to Brightshore’s investments and track

record. Brightshore responds to these requests, and in answering these requests provides information that is not always made available to other Investors who have not requested such information. While Brightshore does not have an obligation to update any such information provided, the Firm endeavors to provide the information requested in the most current form available. Additionally, as it pertains to existing Investors, upon request or pursuant to contractual obligations, such as representation on a Client advisory board or through a negotiated side letter or similar agreement, certain Investors receive additional information and reporting that other Investors do not receive. As a result, certain Investors will have more information about a Fund than other Investors (and it is possible such Investors will take action upon such information). Where Investors are co-investors in an investment, they are likely to receive more detailed information concerning that investment than other Investors that are not co-investors.

For the discretionary U.S. Clients, Brightshore is deemed to have custody over such assets because the general partners are not operationally independent from Brightshore: each Client’s general partner generally has full discretion and control over Client investments and cash, including the ability to deduct fees from Client accounts. In order to comply with Advisers Act Rule 206(4)-2 (the “Custody Rule”), Brightshore has elected to undergo an annual audit pursuant to United States generally accepted accounting principles (“GAAP”) by an independent public accountant registered with and subject to inspection by the Public Company Accounting Oversight Board for each of the U.S. Clients over which it is deemed to have custody. These Brightshore Clients are audited annually by nationally recognized accounting firms in accordance with each Client’s Governing Documents, and Brightshore delivers to the Clients and their Investors a copy of the annual audited financial statements within 90 to 120 days of the fiscal year end. In addition, upon the final liquidation of a Client, Brightshore will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Client to all underlying Investors promptly upon completion of the audit. For certain non-U.S. Clients, audits are performed in accordance with International Financial Reporting Standards (“IFRS”) or Luxembourg GAAP, in accordance with each Client’s Governing Document requirements. Financial statements for Clients organized outside of the U.S. that have U.S. Investors are (i) prepared in accordance with IFRS, including an audited U.S. GAAP reconciliation footnote in relation to any material differences; (ii) audited in accordance with U.S. Generally Accepted

Auditing Standards; and (iii) distributed to the Client’s Investors within 120 days after the Client’s fiscal year-end. Financial statements for Clients organized outside of the U.S. that do not have U.S. Investors are (i) prepared in accordance with IFRS or GAAP in the country in which the Client is organized; (ii) audited in accordance with U.S. Generally Accepted Auditing Standards; and (iii) distributed to the Client’s Investors within 120 days after the Client’s fiscal year-end. Brightshore does not accept physical possession of client money or securities (other than certain privately offered securities to the extent permitted by the Advisers Act); called capital is directly deposited or wired into Client bank accounts and public securities are held with broker-dealers or transfer agents who act as custodians for such securities. Each Client uses a bank as a qualified custodian for Investor cash accounts and, if necessary, a qualified custodian for certificated securities. Brightshore (on behalf of the Funds and Co-Investment Vehicles) and the Separate Account Clients receive monthly statements from the appropriate qualified custodial bank(s) for capital account balances and activity and quarterly statements from the appropriate qualified custodian(s) for security balances and activity, if any. The Separate Account Clients receiving custodial statements are encouraged to compare these statements with those received from Brightshore, but to note that for some of the Separate Accounts, these custodial statements will only represent a portion of the investment in such Separate Account.

Except for its non-discretionary Separate Account Clients, Brightshore is retained on a fully discretionary basis and is authorized to determine and direct the execution of portfolio transactions pursuant to the terms of each Client’s Governing Documents. Such discretion is granted through the Governing Documents of such Client, which contains a power of attorney or similar authority. With limited exceptions, such as certain conflicts of interest as discussed elsewhere in this Brochure, Brightshore is not required to contact an Investor prior to transacting business once an Investor executes these documents. Approval for transacting business is required, however, for an investment in the non-discretionary Separate Accounts as Brightshore does not have similar discretionary authority over such Clients. An Investor can seek to impose limitations on Brightshore’s authority through a side letter agreement and Brightshore can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon Brightshore’s investment authority with respect to an Investor’s account must be presented to Brightshore in writing and agreed to by Brightshore and such Investor.

By virtue of the Client Governing Documents, Brightshore has the authority to vote proxies on behalf of its Clients that are managed on a discretionary basis. As such, Brightshore has adopted proxy voting policies and procedures pursuant to Advisers Act Rule 206(4)-6. Brightshore’s proxy voting policy seeks to ensure that it votes proxies in the best interest of its Clients with a goal towards maximizing overall value. Brightshore is an active investor on behalf of its Clients, and retains material rights to participate in the governance of its non-public investments and, when applicable, to vote proxies on publicly traded securities in which it invests on behalf of its Clients. Because of the active role Brightshore takes in connection with many of its investments, it is Brightshore’s practice to review and vote proxies on a case-by-case basis. Neither Clients nor Investors in such Clients can direct how Brightshore votes proxies, nor is Brightshore required to seek Client or Investor approval or direction when voting proxies. Brightshore’s Partner responsible for the particular investment is generally responsible for: (i) monitoring matters requiring voting (for example, major leases, capital improvements, financings, asset sales, and other major decisions); (ii) identifying any potential conflicts of interest that may arise in the proxy voting process and informing the Chief Compliance Officer in the event such a conflict arises; and (iii) deciding what is in the best interest of each particular Client when determining how proxies are voted based on all of the facts and circumstances known to the Partner at that time and voting as appropriate. Brightshore will act in a timely manner and in the best interest of each Client with respect to any such actions. As required by Rule 204-2 of the Advisers Act, Brightshore maintains records regarding the manner in which it: (i) administers its policies and procedures; and (ii) votes proxies for its Clients. Clients can obtain a copy of Brightshore’s proxy voting policy upon request, free of charge, from Brightshore’s Compliance Department at (212) 220-5200. Clients can also obtain information from Brightshore, free of charge, about how Brightshore voted previous proxies, if any.

Brightshore does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance; has no financial condition reasonably likely to impair its ability to meet contractual commitments to Funds or Investors; and has not been the subject of a bankruptcy proceeding.