GEM Capital

GEM Capital, L.P., a Delaware limited partnership (hereinafter “GEM” or the “Investment Adviser”), commenced operations in 1994 with an office in Chicago, Illinois. Norman Geller, Michael Elrad and Barry Malkin (each, a “Principal Owner”), along with their families and affiliated estates and trusts are the principal owners of the Investment Adviser and control the Investment Adviser. Wholly owned subsidiaries of the Investment Adviser serve as the management companies with discretionary investment authority of (i) private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”) and (ii) separately managed accounts (each, an “SMA”). The Funds sponsored by the Investment Adviser (or its affiliates) include (i) private pooled investment vehicles that make long and short investments in publicly traded securities (collectively, the “Hedge Funds”), (ii) private pooled investment vehicles that make either opportunistic and value-added investments or long-term investments in real estate assets (collectively, the “Real Estate Funds”), and (iii) a private pooled investment vehicle that makes non-controlling and illiquid investments in real asset and infrastructure related companies (the “Tactical Opportunities Fund”). Affiliates of the Investment Adviser serve as investment advisers of the Real Estate Funds, the Tactical Opportunities Fund, the Hedge Funds and the separately managed accounts. Throughout this Brochure, references to “GEM Realty Properties” relate to the management companies of the Real Estate Funds, references to “GEM Realty Securities” relate to the management companies of the Hedge Funds and the SMAs, and references to “GEM Realty Tactical Opportunities” relate to the management company of the Tactical Opportunities Fund. References to “GEM” include the Investment Adviser, GEM Realty Properties, GEM Realty Securities, GEM Realty Tactical Opportunities and their affiliates. As used herein, the term “Client” generally refers to each Fund and/or separately managed account. GEM Realty Properties, GEM Realty Securities, GEM Realty Tactical Opportunities and each Fund’s general partner (each, a “General Partner,” and collectively, the “General Partners”) are subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”) pursuant to GEM’s registration in accordance with SEC guidance. This Brochure also describes the business practices of GEM Realty Properties, GEM Realty Securities, GEM Realty Tactical Opportunities and each General Partner, which operate as a single advisory business together with GEM. GEM is a real estate investment company with three distinct lines of business. GEM Realty Properties invests in private-market real estate assets through the Real Estate Funds, GEM Realty Tactical Opportunities invests in real asset and infrastructure related private companies through the Tactical Opportunities Fund, and GEM Realty Securities invests in publicly traded real estate securities through the Hedge Funds and the SMAs. Investment recommendations are reviewed to ensure that they are consistent with each Client’s stated investment objectives and any investment restrictions but are not tailored to reflect the investment objectives of individual investors in the Funds. For a more detailed description of GEM’s investment strategies, please refer to Item 8. Investors in Clients participate in the overall investment program for the applicable Client, but in certain circumstances are permitted to be excused or excluded from a particular investment due to legal, tax, regulatory or other agreed-upon circumstances pursuant to the relevant Client’s offering

documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between GEM and any investor. As of December 31, 2025, GEM managed $6,282,084,290. GEM has discretionary investment authority over these assets.

This Brochure is intended to be provided only to “qualified purchasers” as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940 (with the exception of certain persons who qualify as “knowledgeable employees” under Rule 3(c)-5 of the Investment Company Act of 1940, as amended). As such, this Brochure does not contain a detailed fee schedule. The fees applicable to each Client are set forth in detail in each Client’s offering documents. Generally, each Client is subject to management fees (“Management Fees”) and performancebased compensation. Management Fees are paid quarterly, generally in arrears. With respect to SMAs advised by GEM, any Management Fees and performance-based compensation earned are invoiced and paid outside of the account by the account holder and otherwise pursuant to the terms of the governing documents of such SMA. Fees and compensation paid to GEM by certain Clients are deducted from the assets of such Clients. In certain cases, Management Fees will be reduced for investments made by an investor in a Fund above a specified dollar amount, for investors participating in a Real Estate Fund’s initial closing, and/or for investors that have participated in more than one Real Estate Fund. Investors participating in a closing after certain Clients’ initial closing date or another date as specified in such Clients’ offering documents bear Management Fees from the initial closing date, generally in addition to an interest component payable to GEM or an affiliate. GEM, in its sole discretion, is permitted to elect to waive management fees or performance-based compensation with respect to any investor. The Management Fees will be payable until proceeds from all investments are distributed or until GEM’s relationship with the relevant Client is terminated for other reasons (as described in such Client’s offering documents). Certain Clients’ offering documents provide that Management Fees will be calculated and charged on a basis that generally is not tied to such Client’s then-current net asset value. As further specified in such Client’s offering documents, from the effective date of the relevant Client until a later date specified by such offering documents (the “Stepdown Date”), Management Fees generally will be charged based on a formula tied to the amount of the relevant Client’s aggregate Commitments. Further, after the Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Client borrowing component (including interest expenses) and the amount of any capitalized supplemental fees or expenses) made by the relevant Client relating to the Client’s aggregate investment(s) in its investments that have not been realized or written-off in full (i) for purposes of fair value accounting, as determined in GEM or its affiliate’s reasonable discretion, or (ii) as a result of such investment being foreclosed upon pursuant to a bankruptcy or an insolvency event (such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in such Client’s respective offering documents, in the event that more than one such Client participates in an investment, there is the possibility that an investment will become an Impaired

Value Investment for purposes of one such Client’s offering documents but not those of one or more other such Clients. Under certain Clients’ offering documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date Management Fees will not be calculated based upon such appreciated value and will instead continue to be calculated based on the amount of applicable investment contributions. Conversely, the offering documents do not require Management Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the offering documents. As a result, for certain Clients, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of such Client, including following the relevant investment period, and will not be reduced in connection with any writedowns (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Client’s offering documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Client(s) divest their respective investment(s) (including credit investments) in the relevant investment, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees and expenses paid to service providers (including suppliers, vendors, consultants, lenders, law firms (including Client or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), GEM or its affiliates. Further, Management Fees generally will not be reimbursed or refunded under a Client’s offering documents in the event of realizations, dispositions or partial writedowns or writeoffs that occur partway through the relevant calculation period. Investors in certain other Funds bear a quarterly Management Fee based on a set percentage of such Fund’s net asset value as of the day in each calendar quarter provided for in the applicable Fund’s offering documents. An investor bears the Management Fee starting when it is first admitted as a limited partner of the Fund through the earlier of the date at which the investor ceases to be a limited partner or the date such Fund is fully liquidated. The net asset value of such Fund is determined in accordance with the offering documents of the Fund and is based on valuations of such Fund’s assets and liabilities. While assets are periodically valued by an unaffiliated third party, generally the valuations used in determining the net asset value are performed by the relevant General Partner. In many circumstances, the Management Fee base for such Fund will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees

and expenses paid to third parties, including Service Providers, GEM or its affiliates. Further, Management Fees generally will not be reimbursed or refunded under such Fund’s offering documents in the event of realizations, dispositions or partial writedowns or writeoffs that occur partway through the relevant calculation period. Each Client’s offering documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the offering documents until they are reduced in circumstances and on the date(s) specified therein. In addition to the Management Fees and performance-based compensation, each Client bears certain fees, costs, expenses, liabilities and obligations. The following description represents the most comprehensive description of the types of fees, costs, expenses, liabilities and obligations that might be borne by a Client, recognizing that the extent to which any particular item applies varies based on the Client’s offering documents. As set forth more fully in each Client’s offering documents (or investment management agreement for the separately managed accounts), a Client might bear all fees, costs, expenses, liabilities and obligations relating to the Client and/or its activities, business, subsidiaries or actual or potential investments (to the extent not borne or reimbursed by a subsidiary or an investment or potential investment), including all fees, costs, expenses, liabilities and obligations (referred to collectively in this definition as “costs”) relating or attributable to: (i) activities with respect to the origination, identification and sourcing of investment opportunities, including attending and sponsoring industry conferences and events, meeting with consultants, finders, broker-dealers and real estate brokers, investment banks and other sources of investments and developing and maintaining an investment pipeline; (ii) activities with respect to pursuing, developing (including costs and expenses of tenant and capital improvements), negotiating, structuring (including tax), organizing, consummating, diligencing (including any subscriptions to any periodicals, databases or research services), acquiring, bidding on, owning, holding, managing, servicing, operating, monitoring, leasing, financing, refinancing, hedging, valuing, restructuring, taking public or private, selling, winding-up, liquidating, dissolving, or otherwise disposing of, as applicable, subsidiaries and actual and potential investments (including follow-on investments) and real estate assets and in connection with any intermediate entity, REIT subsidiary (including costs attributable to qualifying any REIT subsidiary as a REIT for U.S. federal income tax purposes and maintaining such qualification) or an ERISA operating company (including costs attributable to structuring the Client or an alternative investment vehicle, as applicable, to qualify or preserve the ability to qualify, or structuring any acquisition financing or other transaction with respect to any such person to qualify or preserve the ability to qualify, as an ERISA operating company and maintain such qualification) or in seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, REIT consultants, investment bankers, lenders, expert networks, third-party diligence, software and Service Providers, consultants and similar professionals in connection therewith); (iii) indebtedness of, or guarantees made by, the Client or any other person or entity on behalf of the Client (including any credit facility, letter of credit or similar credit support), including principal, interest and other costs with respect thereto, or evaluating, negotiating or seeking to put in place or amend or modify any such indebtedness or guarantee; (iv) financing, commitment, origination, exclusivity and similar activities; (v) broker, dealer, finder, underwriting (including both commissions and discounts), private placement, sales, investment banker, loan administration and similar services; (vi)

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Loss

Methods of Analysis, Investment Strategies and Risk of

The Investment Committee, which is comprised of two of the Principal Owners and six other senior executives, oversees major investment strategies for GEM. Members of the Investment Committee provide real estate market perspective regarding private-market real estate assets and publicly traded real estate securities. The Investment Committee monitors valuations, transactions, capital flows, demographics, key economic indicators, interest rates, and other factors that drive the private and public real estate markets. As a result, the Investment Committee develops investment themes and refines investment strategies to capitalize on investment trends. This perspective allows GEM to synthesize various market viewpoints into comprehensive investment decisions. The Investment Committee is supported by dedicated investment teams in each line of business who coordinate due diligence and underwriting. Investments in the Funds involve significant risk due to, among other things, the nature of the Funds’ investments. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristics of an investment in a Fund.

GEM Realty Properties GEM Realty Properties sponsors a series of Real Estate Funds that make opportunistic and valueadd investments in real estate properties, debt and operating companies (the “Real Estate Series”), a Real Estate Fund that primarily makes long-term investments in real estate properties in the United States through a perpetual life structure (the “Perpetual Real Estate Fund”). GEM Realty Properties pursues various investment strategies, including asset repositioning, property redevelopment and distressed debt investing, among others, with the objective of creating a diversified portfolio by property type and geographic location for each Real Estate Fund. Each investment by GEM Realty Properties is approved by the Investment Committee. GEM Realty Securities GEM Realty Securities sponsors long/short hedge funds and separately managed accounts that invest primarily in the publicly traded equity and debt securities of real-estate related companies, including real estate investment trusts (“REITs”), real estate operating companies and homebuilders. Additionally, GEM Realty Securities is permitted to invest in derivative instruments, including options and swap contracts, in connection with or as a complement to its investments in equity and debt instruments. Investment strategies employed by GEM Realty Securities include, among others, paired-trading, capital structure arbitrage and catalyst investing. Asset allocations, risk exposures, and other portfolio information are reviewed by GEM’s Investment Committee, GEM’s Risk Committee and by various senior executives within the GEM Realty Securities division. GEM Realty Tactical Opportunities GEM Realty Tactical Opportunities sponsors a series of investment funds that seek to make noncontrolling and illiquid investments in private real asset and infrastructure-related companies that are creating disruptive growth in new sectors or participating in the institutionalization and consolidation of fragmented sectors. GEM Realty Tactical Opportunities was launched to expand GEM’s investment universe to capture opportunities that are outside the scope of the GEM Realty Properties and GEM Realty Securities investment mandates. Risk Factors and Conflicts of Interest with Respect to GEM Investments in Funds and/or SMAs advised by GEM involve significant risks and conflicts of interest and other considerations and, therefore, should be undertaken only by prospective investors capable of evaluating and bearing such risks and conflicts of interest. The risk factors and conflicts of interest described below do not purport to be a complete list of all risks, conflicts and considerations or a full explanation of the risks and conflicts involved in an investment in any Fund or SMA advised by GEM. Rather, they include only those primary risks and conflicts GEM believes to be inherent in the particular investment strategies or methods of analysis employed by the respective vehicles or accounts. Investors should carefully review the governing or offering documents of their respective Funds, and in the case of GEM Realty Securities, the applicable investment management agreements for the SMA, for a more fulsome discussion of the relevant risks and conflicts of interest associated with an investment in such vehicles or SMA. Each portfolio of securities managed by GEM Realty Securities for its Hedge Fund and SMAs is referred

to throughout this section as a “portfolio” or, collectively, the “portfolios,” as the context requires. General Risk of Real Estate Investment Real property investments are subject to varying degrees of risk. Real estate values are affected by a number of factors, including: (i) changes in the general economic climate or in national or international economic conditions; (ii) local conditions (such as an oversupply of space or a reduction in demand for space); (iii) the quality and philosophy of management; (iv) competition based on rental rates; (v) attractiveness and location of the properties and changes in the relative popularity of commercial properties as an investment; (vi) financial condition of tenants, buyers and sellers of properties; (vii) quality of maintenance, insurance and management services; (viii) changes in real estate tax rates and other operating costs and expenses; (ix) energy and supply shortages; (x) changes in interest rates and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; (xi) uninsured losses or delays from casualties or condemnation; (xii) government regulations (including those governing usage, improvements, zoning and taxes) and fiscal policies; (xiii) potential liability under changing environmental and other laws; (xiv) risks and operating problems arising out of the presence of certain construction materials; (xv) structural or property level latent defects; (xvi) acts of God; and (xvii) other factors beyond the control of GEM Realty Properties. Investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns a real property) could also create risks of successor liability. Operating Improvements In some cases, the success of the Real Estate Funds’ investment strategy will depend, in part, on the ability of the Real Estate Funds to restructure and effect improvements in the operations of an investment. The activity of identifying and implementing restructuring programs and operating improvements with respect to investments entails a high degree of uncertainty. There can be no assurance that the Real Estate Funds will be able to successfully identify and implement such restructuring programs and improvements. Risks of Acquiring Real Estate Property The Real Estate Funds’ investments will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant’s lease there may be a period of time before the Real Estate Funds begin receiving rental payments under a replacement lease. During that period, the Real Estate Funds will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses. In addition, declining economic conditions may impair the Real Estate Funds’ ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require the Real Estate Funds to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that the Real Estate Funds undertake may divert cash that would otherwise be available for distribution to investors. Ultimately, to the extent that the Real Estate

Funds are unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will result, which could adversely impact the Real Estate Funds’ operating results. Residential Real Estate Investments The Real Estate Funds invest in residential development projects and financing opportunities relating to certain residential real estate assets or portfolios thereof. In such circumstances, the performance of such investments may become increasingly susceptible to adverse changes in prevailing economic and employment conditions in the U.S. and the other jurisdictions where such properties are located. GEM’s ability to invest in residential real estaterelated opportunities (including providing financing for potential owners and operators of residential real estate assets or portfolios thereof) may depend upon its ability to strategically partner with established and sophisticated joint venture partners and third parties. Any downturn in the U.S. or global economies is generally expected to adversely affect the financial condition of residential owners and tenants, making it more difficult for them to meet their periodic repayment obligations relating to certain residential real estate properties, which could adversely impact the Real Estate Funds’ investment performance. In addition, there can be no assurance that the Real Estate Funds will be able to effectively partner with suitable joint venture partners and third parties in connection with their residential real estate-related investment activities, which is expected to impact the Real Estate Funds’ ability to effectively identify and consummate such investments. Debt Financing; Leverage The Real Estate Funds’ investments will involve material amounts of indebtedness. The Real Estate Funds expect to leverage their investments with debt financing at the property or operating company level. As security for such borrowing, a Real Estate Fund is permitted to guarantee an investment’s debt and/or grant liens on one or more of the Real Estate Fund’s assets to the lender or other counterparty, which assets may not necessarily be limited to a single investment. Such lender or other counterparty would, accordingly, have a claim that has priority over any claim by an investor to such assets in an insolvency event or proceeding. It is not expected that a Real Estate Fund would be compensated for providing such guarantee or exposure to such liability. Moreover, a Real Estate Fund’s co-investors are expected to receive the benefit of such guarantee, although as co-investors typically do not agree to participate in guaranty arrangements in negotiating to participate in a transaction, co-investors are not expected to bear a commensurate percentage of potential liability. The Real Estate Funds are permitted to make use of leverage by incurring debt to finance a portion of their investment in a given portfolio investment. Leverage generally magnifies both a Real Estate Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), the state of which is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage by a Real Estate Fund will also result in interest expense and other costs to a Real Estate Fund that could potentially not be covered by distributions made to a Fund or appreciation of its investments. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. Debt service requirements may deplete cash flows and relatively small changes in the overall value of investments will have a magnified impact on the value of the

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GEM provides investment advice solely to its Fund and separately managed account clients, and references throughout this Brochure to “Clients” and to the Investment Adviser’s related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The investors participating in the Funds generally include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and from time to time include, directly or indirectly, principals or other employees of GEM and its affiliates and members of their families or other Service Providers retained by GEM. The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable for legal, tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. GEM’s separately managed account clients are institutional investors, including but not limited to private foundations, banking institutions, life insurance companies and other sophisticated investors.

The Investment Adviser and its affiliates accept performance-based fees from every Client other than certain Real Estate Fund co-investment opportunity vehicles. A potential conflict of interest could arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. However, in this case, the potential for any such conflict of interest is limited by the terms of each Real Estate Fund’s offering documents which provide that GEM is permitted to offer to investors or qualifying groups of investors that made specified minimum commitments to a Real Estate Fund the right to invest through a co-investment vehicle pro rata alongside that Real Estate Fund in certain real estate investments. GEM earns management fees from such coinvestment vehicles but is not entitled to earn performance-based compensation from certain coinvestment vehicles. While there could be a perceived conflict of interest that GEM would have an incentive to favor Funds that could be obligated to pay performance-based compensation over those Funds that are not, there is no actual conflict in this case due to the fact that co-investment vehicles always invest pro rata and on the same terms alongside the Real Estate Funds. Further, as a fiduciary, GEM recognizes its duties to act in good faith and with fairness in all of its dealings with the Real Estate Funds and any co-investment vehicles. Additionally, to the extent that the Investment Adviser’s personnel are assigned varying percentages of performance-based compensation from the Clients, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for the Clients from which they are entitled to receive a higher percentage of such Client’s performance-based compensation. To mitigate the risk that certain Clients may be inadvertently disadvantaged in the allocation of investment opportunities based upon that Client’s compensation structure or for any other reasons, each of GEM Realty Securities and GEM Realty Properties has adopted formal investment allocation policies to help ensure, over

time, the fair and equitable allocation of investments that may be suitable for more than one Client. Due to the private nature of investments by GEM Realty Tactical Opportunities, to the extent any potential investment opportunity might also be suitable for a Client of GEM Realty Properties, GEM allocates investment opportunities to Clients of GEM Realty Tactical Opportunities in accordance with the allocation policy for GEM Realty Properties. Please see additional information about GEM’s investment allocation policies in Item 11 below.

GEM and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. GEM and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. GEM, through GEM Realty Properties, has previously and will continue to make investments in the Real Estate Series and the Perpetual Real Estate Fund. Further, GEM will make investments in publicly traded real estate securities through Funds advised by GEM Realty Securities. GEM also expects to make certain investments in privately offered companies through Funds advised by GEM Realty Tactical Opportunities. The Real Estate Series, Perpetual Real Estate Fund and Tactical Opportunities Fund have separate and distinct investment objectives and investment strategies. In rare instances, an investment may be suitable for more than one Fund. GEM will abide by its allocation policies and procedures in these instances as set forth in Item 11 below. Barry Malkin, a Principal Owner of GEM, owns, indirectly through family trusts, interests in JMB Realty Corporation (“JMB Realty”), and his father and siblings also own (or have owned in the past) indirectly, through family trusts, interests in JMB Realty as well as JMB Insurance Agency, Inc. (“JMB Insurance”). JMB Realty owns JMB Financial Advisors, LLC (“JMB Financial”) and 900 Financial Management Services, LLC (“900 FMS”, and together with JMB Financial, the “JMB Affiliated Entities”). Barry Malkin’s investment in JMB Realty is passive, and he has not served as an officer of JMB Realty since 1995. JMB Realty does not engage in new real estate investments unrelated to its existing assets. GEM has in the past engaged, and in the future intends to engage, the JMB Affiliated Entities to provide certain services which have included and will in the future include some or all of the following services for compensation: insurance brokerage, legal support, capital market and treasury management services to the Funds and their portfolio investments. A conflict could be presumed to exist between GEM and the JMB Affiliated Entities because Barry Malkin or his father and siblings could personally benefit if the Funds engage the services of the JMB Affiliated Entities; however, to the extent that services are provided by the JMB Affiliated Entities to any Fund, (i) any fees paid by such Fund for any such services will not exceed the rate that would be payable by such Fund if such services were provided by third parties in the business of providing comparable services on an arm’s length basis and (ii), with respect to the Real Estate Funds, a schedule of all such fees paid to such persons for such services will be disclosed to the Investor Advisory Committee of such Real Estate Fund on an annual basis. In addition, there may be circumstances in which JMB Realty or its affiliates are involved in a real estate transaction with a Real Estate Fund (as owner, borrower or seller of the real estate or a potential buyer thereof), and any such transaction would generally require the consent of the Investor Advisory Committee or a majority in interest of all investors of such Real Estate Fund. Additionally, GEM leases office space from an affiliate of JMB Realty that results in GEM sharing community office space (e.g., kitchen) with JMB Realty. JMB Realty does not provide and is not anticipated to provide research to GEM or the Funds. GEM has established policies and procedures with respect to sharing community office space with JMB Realty designed to protect the interests of GEM and Clients.

The families of Barry Malkin and Michael Elrad own and operate real estate and real estate-related investments outside of GEM Realty Properties and may sell such investments or buy or sell similar investments in the future. The Real Estate Funds will not have any rights in or to such investments or any profits derived therefrom, nor shall the Real Estate Funds be entitled to participate in such investments. GEM does not recommend or select other investment advisers for its Clients.

Transactions and Personal Trading GEM strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, GEM has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: • • • • • • •

Place the interests of Clients first; Avoid taking inappropriate advantage of our position; Conduct all personal securities transactions in compliance with the Code and GEM’s compliance manual; Keep information confidential; Comply with the federal securities laws and all other laws and regulations applicable to GEM’s business; Report perceived violations of the Code to the Chief Compliance Officer; and Seek advice when in doubt about the propriety of any action or situation.

All employees must acknowledge their receipt of, understanding of, and agreement to adhere to the Code. Further, GEM supplements the Code with periodic employee compliance training conducted internally and by third parties. A copy of GEM’s Code is available to investors upon request by contacting GEM’s Chief Compliance Officer, Louis Hellebusch, at (312) 915-2900. However, GEM reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with GEM on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Funds or the expenses borne thereby. The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to GEM on a periodic basis, and requires employees to pre-clear certain types of personal securities transactions. GEM, its affiliates and its employees are permitted to invest on behalf of themselves in securities and other instruments, although they are not permitted to invest in securities or other instruments that would be within a Client’s investment universe. However, GEM has and/or may incubate new strategies with proprietary capital (each, a “Proprietary Account”) that trade in the same securities as the Hedge Funds and/or separately managed accounts advised by GEM Realty Securities. GEM is permitted to aggregate the trades of Proprietary Accounts with the trades of the Hedge Funds and separately managed accounts. All transactions in such securities will be allocated pro rata, based upon the desired trade demand, among all accounts permitted to invest in such securities; provided, however, at the

discretion of GEM, a Proprietary Account may be excluded from such allocation if GEM believes that doing so is necessary to comply with GEM’s duty of loyalty to its Clients. GEM, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with, or be adverse to advice given or action taken for Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Potential conflicts also may arise due to the fact that GEM, its affiliates and its employees may have investments in some Funds but not in others or may have different levels of investments in the various Funds. GEM has established allocation policies and other policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Client trades. The investment focuses of the Real Estate Series, Perpetual Real Estate Fund and Tactical Opportunities Fund are intended to have different risk and return profiles. However, in certain cases, investment opportunities may arise that meet the investment objectives of more than one of the actively investing Real Estate Funds. GEM Realty Properties allocates investment opportunities among the active Real Estate Funds in a fair and equitable manner primarily based on the strategy being pursued by each active Real Estate Fund and the risk/return profile of the particular investment opportunities, consistent with the requirements of each Real Estate Fund’s offering documents. If an investment opportunity is within the exclusivity provision of an actively investing Real Estate Fund’s offering documents (an “Exclusive Fund,” and such opportunities, an “Exclusive Investment”), the GEM investment committee (“Investment Committee”) will first consider allocating such Exclusive Investment to such Exclusive Fund, provided that such Exclusive Investment is suitable for the Exclusive Fund, as determined by the Investment Committee after taking into consideration certain general suitability factors. Investment opportunities that are not Exclusive Investments (or that are Exclusive Investments but are deemed, in whole or in part, not suitable for the applicable Exclusive Fund) or allocated to Clients of GEM Realty Tactical Opportunities are allocated in a fair and equitable manner (and consistent with the obligations contained in the offering documents or other agreements for the relevant Client) among the actively investing Real Estate Funds, in the Investment Committee’s reasonable discretion and in consultation with the Chief Compliance Officer, based on the characteristics of the investment opportunities and the strategies being pursued by the relevant Real Estate Funds. In all cases, allocations will not be based upon fee structures (including performance-based compensation). More specifically, the Investment Committee, together with other senior officers, maintains a list of the current Clients that are Real Estate Funds and each such Client’s investment objectives, strategies, parameters and all other pertinent factors that the Investment Adviser believes should be considered when making investment decisions on behalf of such Client. Most investment opportunities will be suitable for only one Real Estate Fund or the Tactical Opportunities Fund, since the investment strategies of the Real Estate Series, Perpetual Real Estate Fund and Tactical

Opportunities Fund are sufficiently differentiated to avoid conflicts of interest related to allocation. To the extent that the characteristics of an investment opportunity make it clearly suitable for only one Fund, in the sole determination of the Investment Committee, it will be allocated to that Fund. Despite differentiated investment strategies, occasions may arise where an investment opportunity is suitable for more than one Fund (a “Conflict Investment”). In such circumstances, the Investment Committee shall allocate the Conflict Investment first to the current Exclusive Fund and then to the other Funds based on the suitability of the investment opportunity for the Funds’ investment strategies (in the sole determination of the Investment Committee); provided, however, in no event shall an investment opportunity be allocated among more than one Real Estate Fund without the approval of the Investor Advisory Committee of, or a majority in interest of the investors in, the Real Estate Funds participating in such investment opportunity. If a Fund rejects or otherwise passes on the opportunity to pursue an Exclusive Investment or a Conflict Investment, or the transaction is later determined to not be appropriate for such Fund’s investment strategy, the Investment Committee may reallocate such investment opportunity to another Fund based on the suitability of the investment opportunity for the remaining Funds’ investment strategies, in the sole determination of the Investment Committee, provided, however, in no event shall an investment opportunity be allocated among more than one Real Estate Fund without the approval of the Investor Advisory Committee of, or a majority in interest of the investors in, the Real Estate Funds participating in such investment opportunity. GEM Realty Securities allocates investment opportunities among its Clients on a pro rata basis when more than one account participates in the same transaction, based on each account’s desired trade size and investment objectives. No account will participate in any transaction that would violate its applicable investment restrictions or limitations. From time to time, GEM Realty Securities may invest in securities of limited availability, such as initial public offerings, certain debt securities, low-volume equity securities, or preferred stocks. When GEM Realty Securities determines that a limited investment opportunity is suitable for multiple eligible accounts, the opportunity is made available to all such accounts and allocated on a pro rata basis. GEM is permitted to aggregate or bunch the trades of multiple accounts. If a block order is executed at multiple prices, all GEM Realty Securities Clients participating in the trade will receive the average price per share/unit acquired. GEM Realty Securities may also enter more than one block order in a given security on the same day. Over time, GEM Realty Securities and GEM Realty Properties may incubate new strategies with proprietary capital (each, a “Proprietary Strategy”). Proprietary Strategies are generally excluded from the allocation of investment opportunities under both allocation policies if the Investment Committee determines that an investment opportunity is appropriate for one or more Clients. With respect to the GEM Realty Securities allocation policy, if a Client and a Proprietary Strategy are participating in any trades, the trades will generally be executed for the Clients first in their entirety until the desired allocation is achieved before any allocation will be made to a Proprietary Strategy. There is generally little overlap between investments that are suitable for the Hedge Funds (and separately managed accounts) and investments that are suitable for Real Estate Funds or the Tactical Opportunities Fund, so GEM need not allocate investments between a Real Estate Fund, the Tactical Opportunities Fund and the Hedge Funds (and separately managed accounts). If an investment was suitable for the Hedge Funds (and separately managed accounts), the Real Estate Funds and the Tactical Opportunities Fund, then the Investment Committee upon consultation with

the Chief Compliance Officer would determine the proper allocation of such investment among the Funds. During the commitment period of a closed-end Real Estate Fund, GEM may offer, or agree to offer, to qualifying investors and certain third parties, including Service Providers, the right to coinvest alongside the Real Estate Fund. Conflicts of interest generally arise in the allocation of coinvestment opportunities. In exercising its sole discretion in connection with such co-investment opportunities, GEM will consider some or all of a wide range of factors. In certain cases, but in no event when the assets of a Fund are treated as “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), GEM may cause a Fund to enter into a transaction that would be considered a principal transaction subject to Section 206(3) of the Advisers Act. In such circumstances, GEM will either: (i) make disclosure to and obtain the prior written consent of the affected Clients or (ii) appoint an independent thirdparty professional services firm selected by GEM as the investor representative to review the transaction. Please refer to Item 12 below for a description of GEM’s trade allocation policy and cross trades policy.

GEM Realty Securities selects broker-dealers on the basis of seeking best execution and in consideration of relevant factors, including, but not limited to, commission rates, reliability, financial responsibility, strength of the broker and the ability of the broker to efficiently execute transactions and the broker’s facilities. GEM Realty Securities need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. If GEM Realty Securities concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the quality of services rendered by such brokerdealer (including, without limitation, the value of the brokerage and research products or services provided by such broker-dealer), it may cause the Clients to pay commissions to or be subject to spreads applied by such broker-dealer in an amount greater than the amount another broker-dealer might charge or apply. In addition, broker-dealers may provide other services that are beneficial to GEM Realty Securities, but not necessarily beneficial to the Clients directly including, without limitation, capital introduction, marketing assistance, consulting with respect to technology, operations or equipment, and other services or items. Such services and items may influence GEM Realty Securities’ selection of broker-dealers. Any use of commissions or “soft dollars” generated by the Clients to pay for brokerage and research products or services will fall within the safe harbor created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. Where a product or service obtained with commission dollars provides both research and non-research assistance to the Clients, GEM Realty Securities will make a reasonable allocation of the cost that may be paid for with commission dollars.

The Hedge Funds, separately managed accounts and any Proprietary Account have entered into a commission sharing agreement whereby they pay a broker-dealer for trade execution and request that the broker-dealer allocate a portion of excess commissions to third-party providers of research or other products or services. Research and brokerage services obtained using commissions arising from the Hedge Funds’, separately managed accounts’ and any Proprietary Account’s portfolio transactions may be used by GEM in its other investment activities and thus, the Hedge Funds, separately managed accounts and Proprietary Accounts may not necessarily, in any particular instance, be the sole direct or indirect beneficiary of the research or brokerage services provided. When appropriate, GEM Realty Securities may, but is not required to, aggregate orders for the Hedge Funds, separately managed accounts and any Proprietary Account to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price and commission achieved for such trades or any other method deemed fair and equitable by GEM Realty Securities. The Real Estate Funds and Tactical Opportunities Fund do not normally invest in publicly traded securities, so GEM Realty Properties and GEM Realty Tactical Opportunities typically do not allocate trades to broker-dealers. To the extent that the Real Estate Funds and/or the Tactical Opportunities Fund engage in transactions involving publicly traded securities, GEM will seek best execution for all such trades. GEM has internal controls in place to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, it will promptly be reported to the Co-Chief Investment Officers and Chief Compliance Officer, and GEM will use reasonable efforts to correct the error as soon as reasonably possible. The Chief Compliance Officer will maintain a record of each trade error, including information about the trade and how such error was corrected. A cross transaction consists of a pre-arranged transaction between two or more different funds or accounts, each of which is managed by the same adviser. In certain rare instances, so long as the assets of all Clients participating in the cross transaction are not considered plan assets as defined under ERISA, GEM could execute cross trades as long as such trade is expected to result in the best price and execution for both accounts. No commissions may be charged to either Client. In addition, the cross transaction must comply with the investment objectives of each Client. Prior to effecting a cross transaction, the Chief Compliance Officer will be informed of the terms of the transaction and make a determination of whether it is favorable to all participants. In certain instances, as required by the Fund offering documents, and Fund investors or the Fund’s advisory committee will be notified or required to provide consent for such transactions.

GEM does not receive economic benefits from non-Clients for providing investment advice and other advisory services. GEM reserves the right to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. These arrangements (relating to U.S. investors and U.S.-domiciled Funds) generally are disclosed in the relevant Fund’s Form D. Any fees payable to any such placement agents generally will be borne by GEM indirectly through an offset against the Management Fee under the Client’s offering documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). The practice of bearing such fees over time through offset provides a benefit to GEM in that it generally results in prompt payment to the relevant placement agent without requiring GEM immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive

interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fee. GEM employees and certain other relationships may obtain discounted rates, subject to availability, while staying at properties (i.e., hotels or resorts) owned by the Real Estate Funds, while traveling for business or personal reasons. Because such properties offer such discounts to customers other than GEM and such persons as part of their standard commercial practices in an effort to expand their respective customer bases, GEM believes that the potential for conflicts of interest relating to such discounts is mitigated.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of GEM’s advisory business or the integrity of GEM’s management.

GEM performs various daily, weekly, monthly, quarterly and periodic reviews of each Client’s portfolio. For the Hedge Funds (and separately managed accounts), these reviews include analyses of performance, exposures to various industry sectors and geographic regions, and the competitive

positions of current and prospective holdings. Reviews are quantitative and qualitative in nature, and can involve written research reports and models. Particularly intensive reviews generally are expected to be triggered by significant political, economic, or industry developments, or by unanticipated company announcements or performance. Reviews are overseen by GEM’s Investment Committee. For the Real Estate Funds and Tactical Opportunities Fund, the scope and nature of ongoing monitoring is tailored to reflect each investment. Reviews are quantitative and qualitative in nature, and may include site visits, income and expense analyses, and evaluations of local market conditions, among other things. Particularly intensive reviews are most likely to be triggered by asset-specific developments. Reviews are overseen by GEM’s Investment Committee. In addition to the ongoing reviews described above, members of GEM’s Investment Committee meet periodically to monitor the Clients’ investments and risk exposures. They review reports, analyses and other inputs provided by GEM’s investment professionals. GEM distributes to Real Estate Fund and Tactical Opportunities Fund investors quarterly reports which generally include a schedule of current investments, asset management summaries, account statements, quarterly letters and unaudited financial statements. GEM distributes to Hedge Fund (and separately managed accounts) investors monthly portfolio summary reports and account statements and quarterly letters. Also, on at least a weekly basis, performance estimates are posted to the Hedge Funds’ administrator’s website and the administrator engaged by the separately managed accounts. GEM will also distribute special written reports to investors in the Funds, upon specific request provided that such reporting may be delivered without unreasonable effort or expense. Investors that request (under a side letter or specific request) and receive such information may possess information regarding the business and affairs of the Funds that may not be known to other investors.

GEM is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) for the Hedge Funds, Tactical Opportunities Fund and Real Estate Funds. However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. All separately managed accounts are held in custody by unaffiliated broker-dealers or banks and GEM does not have custody of such accounts.

GEM Realty Securities, GEM Realty Properties and GEM Realty Tactical Opportunities serve as the management companies with discretionary investment authority over each Client. GEM Realty Securities’, GEM Realty Properties’ and GEM Realty Tactical Opportunities’ investment decisions and advice with respect to each Client are subject to each Client’s investment objectives and guidelines, as set forth in its offering documents. GEM Realty Securities, GEM Realty Properties and GEM Realty Tactical Opportunities entered into investment management agreements or similar agreements with the Clients for which they serve as management company, pursuant to which GEM was granted discretionary investment authority.

In compliance with Advisers Act Rule 206(4)-6, GEM has adopted proxy voting policies and procedures. GEM Realty Securities has the authority and responsibility to vote proxies in the best interests of the Hedge Funds (and separately managed accounts). GEM Realty Securities has retained a thirdparty service provider to help facilitate the voting process. In general, GEM Realty Securities votes in favor of routine matters such as the election of directors and the ratification of auditors,

and against proposals that restrict the rights of shareholders. Non-routine proposals are evaluated on a case-by-case basis with the goal of maximizing the value of the Clients’ investments. To the extent that GEM Realty Securities identifies a material conflict of interest associated with a proxy proposal, the Chief Compliance Officer will carefully review the issue and work with members of the Investment Committee to determine an appropriate course of action. GEM will usually abstain from electing to participate in a class action consent solicitation for matters which, in either case, appear to have no material bearing upon the current or likely future trading levels of a portfolio security, regardless of the probable outcome of the consent solicitation. In addition, GEM will normally abstain from voting proxies or acting on consents in appropriate circumstances, such as situations where a security is no longer held by a Client, or where Client expense or the time and attention required to be devoted by employees to the consent matter(s) at issue appear to outweigh any apparent prospective economic value add to Clients. In the case of non-routine actions on consents, GEM’s policy is to participate where failure to participate in an action could have a material adverse effect on a security position held in Clients’ accounts. GEM may also engage a third-party class action claims service to apply for class action settlement claims to which its Clients may be entitled. Any amounts recovered (net of fees) shall be returned to the Client on whose behalf the claim was successfully made. The Real Estate Funds and Tactical Opportunities Fund tend to not hold interests in publicly traded securities, so GEM Realty Properties and GEM Realty Tactical Opportunities rarely have the opportunity to vote proxies or participate in class actions. To the extent that voting opportunities do arise, the Investment Committee or a designee determines the appropriate way to vote or whether to participate in class actions. The Chief Compliance Officer works with the Investment Committee to evaluate and appropriately resolve any conflicts of interest that may arise. GEM has adopted written policies and procedures governing the proxy voting process, which are available to current and prospective investors upon request. Information about the specific ways in which GEM voted proxies is also available to investors upon request. You may contact GEM’s Chief Compliance Officer, Louis Hellebusch, at (312) 915-2900 for more information about proxy voting.

GEM is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.