Intercontinental Real Estate Corporation

Advisory Business Description of Firm Intercontinental is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Act”). Intercontinental serves as the investment manager of real estate funds (individually, “Fund” and collectively the “Funds”). Such Funds typically are structured as limited liability companies or limited partnerships. In such capacity, Intercontinental provides investment management services relating to the direct or indirect acquisition, ownership, operation, financing and sale of real estate and interests in real estate. These interests in real estate currently include the purchase of real property through fee simple and leasehold interests and the acquisition of interests in real estate related joint ventures and may include, without limitation, the acquisition of interests in real estate through other investment vehicles; the making of mortgages encumbering real property; and the purchase, sale and management of performing and non-performing loans which consist primarily of loans secured by real estate. Time in Business Intercontinental initially registered with the SEC on July 23, 1999 and has been in the real estate business, together with its predecessor company, since 1959. Principal Owner Peter Palandjian is the principal owner of Intercontinental. Mr. Palandjian and a limited liability company, wholly owned by a trust for the benefit of Mr. Palandjian’s family, currently own 100% of Intercontinental’s common stock.

Advisory Services Intercontinental’s investment advice is limited to real estate related matters and investments. Intercontinental invests in real estate and real estate related investments on behalf of its clients and provides advice regarding real estate investments. Intercontinental generally does not limit the types of real estate investments it makes on behalf of clients, but rather strategically invests across most property types, depending on the client’s investment objectives, strategies and policies. Intercontinental also enters into joint venture arrangements with strategic partners and makes loans, or enters into structured finance transactions secured, directly or indirectly, by real estate, on behalf of the Firm’s clients. The various services Intercontinental provides to its clients are summarized below, and defined and described in more detail in the offering materials of each Fund. Real Estate Funds Intercontinental serves as the Manager and/or General Partner for various Funds. The investors in these Funds hold an ownership interest in the Fund and do not directly own the Fund’s real estate investments. Open-end Funds have an indefinite life and investors are allowed to invest and/or request redemption of their investment in the Funds, subject to the terms of the governing document(s) for each Fund. Closed-end Funds have a finite life and voluntary withdrawal or redemption generally is not permitted by the governing documents of the Fund.

Separate Accounts Intercontinental has the ability to provide real estate investment management services to eligible clients on a separate account basis. Typically, separate account clients grant Intercontinental discretionary authority to select the real estate investments to be made on behalf of such clients. Intercontinental generally also has discretion to determine when to sell such real estate investments. Fees for such services are negotiable. QPAM / Consulting Services From time to time, Intercontinental might provide consulting services to various pension plans as a Qualified Professional Asset Manager (“QPAM”) under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with regard to various matters in which the services of a QPAM are required. Such services often include:

reviewing and advising on the client’s proposed real estate transactions; evaluating and advising on conflicts of interest in real estate related transactions; providing oversight of the development of real estate construction projects; conducting due diligence for potential real estate investments; providing analysis of various strategic decisions associated with leases, investments, development, dispositions and evaluation of investment decisions; and evaluating investments which have been completed to determine whether they meet various industry and fiduciary standards.

Tailored Advisory Services Intercontinental provides advisory services to the Funds it manages tailored to the specific goals, objectives and operating guidelines of each Fund, as set out in each Fund’s offering materials and governing documents. Intercontinental’s advisory services for any separate account clients are tailored to each such client’s objectives and are outlined in the investment management agreement executed with each such client.

Clients’ Assets Managed on a Discretionary Basis As of December 31, 2025, Intercontinental managed $12,412,918,901 in client assets on a discretionary basis, including uncalled capital commitments in the Funds. Intercontinental is deemed to manage client assets on a “discretionary” basis when its clients have given Intercontinental the discretion to determine which real estate investments to make and when to buy and sell those investments. However, even in these instances, Intercontinental’s discretion is subject to limitations and restrictions as outlined by the client (e.g., in the offering materials or governing documents of a Fund), the investment management agreement, in investment guidelines, or in an investment policy statement. Intercontinental does not currently manage any assets on a non-discretionary basis.

Compensation Method; Fee Schedule; Negotiability Fees – Funds Intercontinental receives an asset management fee with respect to each investor’s investment in the

Funds. As of the date of this brochure, the asset management fees generally range from an annual rate of 0.50% to 1.50% and vary depending on the Fund. Fees are calculated and paid quarterly in arrears. The governing documents of each Fund state the specific fee schedule for such Fund (including with respect to any future Fund). Fees within a given Fund are typically not negotiable by the investors. For certain Funds, Intercontinental may receive an annual performance fee. Performance fees are calculated and paid upon achievement of performance hurdles set forth in the Fund’s governing document(s). These hurdles generally take into consideration the financing, refinancing, liquidation or other disposition of the assets in the Fund. Fees – Separate Accounts Fees for activities undertaken on behalf of any separate account clients are typically negotiable. Fees - QPAM / Consulting Services Fees for any QPAM or consulting services are typically flat rate fees which are negotiable and commensurate with the services agreed upon within Intercontinental’s agreement for such services. Intercontinental could also receive reimbursement for expenses incurred in connection with the provision of QPAM and consulting services. Fees associated with these services are typically invoiced, paid in arrears, and determined at inception of the services.

Method of Payment The method for payment of Intercontinental’s fees is fixed by the terms of each Fund’s governing documents. Intercontinental’s management fees generally are paid quarterly in arrears. Intercontinental typically deducts fees from distributions to Fund investors who have invested in its open-end Funds. Depending on the terms of the Fund, investors may select to have their fees separately invoiced. Fees for the closed-ends Funds generally are obligations of the Funds and not payable by individual investors. Performance based fees are payable in accordance with the terms of the governing documents for those Funds that provide for such a fee. Intercontinental typically bills any separate account and QPAM clients in arrears for fees incurred.

Other Types of Fees or Expenses Except as noted in this brochure or in a Fund’s governing documents, investors in the Funds are not obligated to pay other fees in connection with the advisory services Intercontinental provides to the Funds although the Funds may pay additional fees to Intercontinental or its affiliates for services that would otherwise be provided by third parties. The Funds also pay or reimburse Intercontinental for various expenses incurred in connection with the management and operation of the Fund, which are described in each Fund’s governing documents and include, among other things, all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, acquiring, holding, appraising, financing, refinancing, disposing of or otherwise dealing with assets pursued for the Funds (whether or not the Fund actually invests in such asset), including, among other things, “dead deal” costs, travel, legal, due diligence, reporting, valuation, fund administration, tax and accounting and other expenses. Such reimbursement is subject to the limitations specified in the offering materials and governing documents for such Funds, and investors should carefully review those documents before investing. An investment management agreement between Intercontinental and any separate account or QPAM client would specify any other fees required to be paid by the client. Any obligation to reimburse

Intercontinental for expenses, however, would be negotiated and outlined in the agreement entered into between Intercontinental and client.

Pre-Paid Fees Intercontinental’s fees are generally earned when services are provided and are generally paid in arrears as described in other parts of this brochure and in the governing documents of the Funds.

Methods of Analysis; Investment Strategies The investment criteria used by Intercontinental for investing in or disposing of an individual real estate asset or related assets are governed by the specific investment strategy adopted for each applicable client’s portfolio. Intercontinental’s analysis of any particular investment includes a comprehensive review of the investment, negotiation of the terms of the transaction, due diligence regarding the investment and underwriting of the terms of the investment. During such process, Intercontinental may engage experts in the fields including construction, leasing, brokerage, environmental engineering and property management to evaluate:

the specific property; the current or potential tenants in such property; and the market or submarket in which the property is located.

Intercontinental is active in the management of the real estate assets held by its clients. In determining whether to acquire a real estate asset or make a particular investment on behalf of a client,

Intercontinental utilizes a team-oriented, research-focused, proactive investment process and a clearly defined investment strategy that:

identifies each potential asset’s inherent competitive strengths and opportunity for unrealized value; evaluates those factors that have the most impact on value; and focuses on executing the acquisition, asset management and disposition process to maximize value.

Investments in real estate involve economic and business risks inherent in real estate investments as summarized below. Real estate related investments involve a risk of loss that clients should be prepared to bear. The risk summaries contained herein are intended solely as a summary and are not an exhaustive list of potential risk factors. Investors should also refer to a Fund’s governing documents for a description of the risk factors specific to such Fund.

Material Risks of Investment Strategies Investments in Real Estate Generally Intercontinental’s investment strategies generally involve equity ownership interests in real estate. Accordingly, these investments are subject to the risks incident to the ownership of real estate and, to the extent the investments are leveraged, the risks incident to borrowing funds, including: the illiquidity of investments; the possibility that cash generated from operations will not be sufficient to meet fixed obligations; risks associated with changes in the general economic climate; risks related to changes in the overall real estate market, local real estate and other geographic conditions; risks related to the financial condition of tenants, buyers and sellers of properties; supply of or demand for competing properties in an area; technological innovations that dramatically alter space and demand requirements; the availability of financing; changes in interest rates; competition based on rental rates; energy and supply shortages; various uninsured and uninsurable risks; and government regulations. Furthermore, there can be no assurance that there will be tenants for the portfolio properties, and the ability to attract and retain tenants fluctuates depending on, among other things, overall economic conditions. Debt investments share these risks indirectly as they affect the value of the underlying collateral. Dependence on Key Personnel Intercontinental is dependent upon the efforts of certain senior executives of Intercontinental that are actively involved in its investment advisory and management business. In the event that one or more of the senior executives of Intercontinental cease to serve in such capacity there can be no guarantee that suitable replacements will be located and hired by Intercontinental. Short-Term, Cash Management and Similar Investments Intercontinental may invest client assets in short-term investments pending the application thereof to other investments or to other cash flow needs. The investment returns from these investments are likely to be lower than the investment returns from real estate investments. Availability of Suitable Investments The identification and acquisition of appropriate properties and other investments which satisfy a client’s investment objectives can be difficult and involves a degree of uncertainty. There can be no

assurance that Intercontinental will be able to identify and complete investments that meet the investment objectives of the client or that Intercontinental will be able to fully invest the available capital. Intercontinental encounters competition in connection with its selection of properties from other institutional real estate investors, some of which may have greater financial and other resources and more extensive experience than Intercontinental. There can be no assurance that there will be a sufficient number of suitable properties available for acquisition or investment by Intercontinental’s advisory clients or that the investments made by Intercontinental on behalf of advisory clients will generate any targeted rate of return on invested capital. Concentration and Investment Strategy Risks Focusing on a single investment strategy, asset class, sector, style or geographic area creates concentration risk, which exposes a portfolio to amplified risk of loss if that specific strategy, asset class, sector, style or geographic area underperforms. For example, a Fund that focuses on value-add investments will be more susceptible to the risks and potential losses related to those investments. Similarly, a Fund that has more exposure to a particular asset class or sector at any given time will be more susceptible to the risks and potential losses related to that class or sector. Further, a Fund that focuses its investments in a certain geographic area will be more susceptible to the risk associated with that area. Risks Related to Specific Types of Real Property There are specific risks related to specific types of real property, such as office properties, retail properties, industrial properties, self-storage properties, residential properties, hospitality properties, life sciences properties, medical and healthcare facilities, student housing, senior housing and others, which can adversely affect the performance, value and cash flow of the investment. These risks are in addition to the general risks associated with investing in real property. Limitation of Recourse and Indemnification of Manager The liability of Intercontinental and its affiliates to its advisory clients is limited pursuant to relevant governing documents. In addition, relevant Fund governing documents provide for indemnification to Intercontinental and its affiliates for certain claims, losses, damages and expenses arising out of their activities on behalf of a client. Such indemnification obligations could materially impact client investment returns. Investment Company Act of 1940 Intercontinental strives to conduct the activities of the Funds (and their subsidiaries) so that they are not required to register as investment companies under the Investment Company Act of 1940 (the “Investment Company Act”). Accordingly, the Funds differ significantly in many respects from a registered investment company. Fund investors will not receive the benefits and protections afforded to investors in investment companies that are so registered. However, if any Fund (or any of its subsidiaries) were to become subject to the Investment Company Act as registered investment companies because of a change of law or otherwise, the various restrictions imposed by the Investment Company Act and the substantial costs and burdens of compliance therewith would adversely affect the Fund. Moreover, parties to a contract with an entity that has failed to register as an investment company under the Investment Company Act may be entitled to cancel or otherwise void their contracts with the unregistered entity.

Diversification; Limited Investments The ability of Intercontinental to diversify investment risks depends upon a variety of factors, including the location, type, size and quality of the investments being acquired. There can be no assurance that a Fund’s investments will provide a desired level of diversification. Further, a Fund may have certain restrictions on the size, location and other characteristics of its investments. Other than such restrictions, there is no assurance as to the degree of diversification in a Fund’s investments, either by geographic region, economic concentration, asset type or otherwise. A Fund may participate in a limited number of investments and, as a consequence, the aggregate return of a Fund may be adversely affected by the performance of even a single investment. A Fund may make some investments with the intent of refinancing or selling a portion thereof, and, in such cases, there will be the risk that the Fund will be unable to complete the refinancing or sale, which could lead to increased risk as a result of the Fund having an unintended long-term investment and reduced diversification. Competitive Business; Delays; Fluctuating Demand The real estate business is a highly competitive business which involves significant risks. These include the risks normally associated with changes in general or local market conditions (which can result from political, regulatory, economic or other factors), competition for purchasers and tenants and the cyclical nature of real estate and capital markets. In addition, real estate improvements may not be completed within budget or on schedule for a variety of reasons and any delay in completing improvements may result in increased interest and construction cost, the potential loss of purchasers or tenants, increased competition from other projects and the possibility of defaults under related financings. In addition, the demand for real estate investments is often largely dependent upon the continued economic growth of the markets and sub-markets in which the real estate is located. There can be no assurance that such economic growth or demand for such investments will exist or continue in the markets in which the Fund makes its investments or that the actual occupancy and/or rental rates for the real property underlying a Fund’s investments will not be less than the projected occupancy and/or rental rates used in determining whether to make such investments. Other factors may also adversely affect the value of a Fund’s properties, including the quality of a building’s tenants; an economic decline in the business operated by the tenants; the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, location, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements); the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants; the diversity of the building’s tenants (or reliance on a single or dominant tenant); the desirability of the area as a business location; the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees; and an adverse change in population or employment growth. Shared or Limited Control Investments There can be shared or limited control with respect to certain real estate investments made on behalf of a client. Those investments generally involve risks not present in other types of investments, such as the possibility that the other party(ies) may become bankrupt or have economic or business interests or goals inconsistent with those of the client. Actions taken by those persons may subject the investment to liabilities in excess of or other than those contemplated by Intercontinental. It may also be more difficult for Intercontinental to sell the client’s interests in those investments. If control over an investment is shared with another person, deadlocks could result which could delay the execution of the business plan for the investment, require the client to engage in a buy-sell of the venture with the

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As noted above, Intercontinental’s primary clients are the Funds. Intercontinental may also serve as a real estate investment manager for pension plans regulated by ERISA, government pension plans not subject to ERISA and other institutional clients, such as trusts, endowments, and foundations. Investors in the Funds can include all of the foregoing, as well as other entities or individuals that satisfy the Fund’s minimum investment criteria specified in the Fund’s offering materials. The minimum initial investment in the Funds sponsored by Intercontinental is typically $2 million (but ultimately based on the Fund’s offering materials and governing documents), although Intercontinental, in its sole discretion, may accept (and has accepted) investments of lesser amounts. Intercontinental has not established a minimum account size for separate account relationships.

For certain Funds, and pursuant to the governing documents of the Funds, Intercontinental has the opportunity to receive a performance-based fee or profits interest in addition to the asset-based fee described in Item 5. The performance-based fee or profits interest is summarized in the offering materials related to such Fund. With respect to the Funds that Intercontinental manages that contemplate incentive-based compensation, such compensation arrangement is not the product of arm’s length negotiations with third parties. Rather, this compensation arrangement is established by the governing documents for the Fund and is known to investors in such Fund prior to the time that they make their investment decision. Intercontinental provides real estate investment advice and performs related services for multiple advisory clients, and as a result, such clients may be in competition with each other for investment opportunities. Accordingly, the Firm has adopted an allocation policy, which is designed to mitigate related conflicts of interest and result in the fair and equitable treatment of clients over time. Under the current policy, which can be modified by the Firm in its discretion, certain investment opportunities are pre-allocated to clients based on, for example. the source of the investment opportunity, whether the investment opportunity represents an acquisition in a “like-kind” exchange, investment opportunities where a third-party seller is receiving an interest in a Fund or a subsidiary or joint venture thereof in exchange for the seller’s interest in the investment, and investment opportunities that fall within an exclusivity or other allocation provision in a Fund’s governing document (e.g., geographic or sector focus). Investment opportunities that are not pre-allocated to a particular client will be evaluated by the Firm based on the characteristics of the prospective investment as well as suitability of the investment for clients, tax consequences for clients, and client ability to meet the timing and capital requirements for the investment. If, after this evaluation, an investment opportunity is suitable for more than one client, the Firm generally will offer the opportunity to clients on a rotating basis so that it is first offered to the client that has waited the longest period since last being offered a prospective investment (whether or not that client actually invested). A rotation method is not the only way that conflicts of interest related to the allocation of investment opportunities could be mitigated, and thus the Firm can modify the policy at any time in its discretion. Although the Firm’s allocation policy is intended to result in a fair and equitable allocation of investment opportunities over time, there is no guarantee that the policy will achieve that result. Further, the Firm faces related conflicts of interest, such as conflicts in determining whether a particular investment opportunity is suitable for one or more advisory clients. Moreover, there can be competition between and among real estate investments held by advisory clients (e.g., competition for tenants). Conflicts of Interest Related to Performance-Based Fees Intercontinental believes that performance-based compensation serves to align Intercontinental’s interests with those of its clients. The potential exists, however, for performance-based compensation to create a conflict of interest. For example, Intercontinental could be motivated to devote more

resources or allocate more favorable investment opportunities to a Fund offering Intercontinental the potential to earn performance-based compensation or, in the case of funds with a value add or opportunistic strategy, Intercontinental could be incentivized to pursue higher risk investments in an effort to earn performance-based compensation. Certain but not all Funds provide for performancebased compensation. Intercontinental believes that potential conflicts of interest that might otherwise exist due to performance-based compensation are mitigated by Intercontinental’s asset management procedures and by the presence of a material capital investment by the firm and its principals and employees in the Funds. Intercontinental applies a consistent approach to asset management across all assets under its management regardless of the fee structure of the Fund in which the asset is held. The management of the clients’ assets and conflicts of interest are monitored by members of Intercontinental’s senior management, the Investment Committee and the Chief Compliance Officer. As of the date of this brochure, Intercontinental has also established a committee or board comprised of Fund investors and/or third parties for each Fund to advise on certain conflicts of interest.

Intercontinental has the discretion under the terms of the Funds’ governing documents to have services required in connection with the management or operation of the Funds performed either by Intercontinental or its affiliates. Such services include property management, construction management, development, mortgage financing, fund administration and real estate brokerage in connection with leasing, acquisitions and dispositions. This discretion presents conflicts of interest for Intercontinental (or at least the appearance of a conflict) because Intercontinental has an incentive (or the appearance of an incentive) to select itself or its affiliates to perform such services and receive compensation from the Funds in return. If Intercontinental decides to engage itself or an affiliated service provider, it endeavors to do so on terms that Intercontinental determines to be fair and reasonable to the relevant Fund (with compensation related terms and conditions at least as favorable to the Fund as those generally available from unaffiliated third parties in arm’s-length transactions). Peter Palandjian, the principal owner of Intercontinental, is also an owner of Intercontinental Capital Management (“ICM”). ICM is a Massachusetts Exempt Reporting Adviser which provides discretionary investment advice to a private hedge fund-of-funds. ICM is owned and controlled by Peter Palandjian and Leon Palandjian. Leon Palandjian is also the Chief Risk Officer for Intercontinental. Intercontinental may provide minimal services to ICM, including mailing address and certain administrative resources. Intercontinental and ICM may also engage common service providers including legal counsel and custodial banks. At this time, Intercontinental does not believe there are any potential or actual conflicts of interest between Intercontinental and its clients and ICM and its clients because the investment strategies of Intercontinental and ICM do not overlap. Intercontinental and its Fund clients and their affiliates have an attorney client relationship with the law firm of Bradley & Brook, P.C. (the “Law Firm”). The Law Firm is located on the same campus as Intercontinental’s Boston headquarters, in close proximity to Intercontinental’s office space. Although the Law Firm may, from time to time, represent parties unrelated to Intercontinental and its Fund clients, the predominance of the Law Firm’s client base is comprised of (i) Intercontinental and its affiliates, and (ii) the Funds and their affiliates. Attorneys at the Law Firm spend a substantial portion of their time representing this primary client base. In light of the foregoing, the Law Firm has established policies and procedures pertaining to: (a) conflict checks and monitoring for legal services that the Law Firm provides to unrelated clients, and (b) client confidentiality. Moreover, the Law Firm’s policies also document the protocol that the Law Firm uses when unrelated clients of the Law Firm are onsite at the offices of the Law Firm. Kendall E. Brook, Esq., is the Chief Compliance Officer of Intercontinental. Mr. Brook is also a partner of the Law Firm.

Code of Ethics Intercontinental has adopted a Code of Ethics (“Code”) that sets forth the standards of business conduct Intercontinental expects from each of its employees. The Code requires, among other things, that all employees:

comply with applicable federal securities laws; recognize their fiduciary duty to Intercontinental’s clients; and report violations of the Code to Intercontinental’s Chief Compliance Officer.

The Code also requires: (i) specified employees to report their personal trading activities, which the Chief Compliance Officer reviews; (ii) Intercontinental to provide each employee with a copy of the Code and any amendments; (iii) employees to provide Intercontinental with a written acknowledgment of receipt and an annual certification of compliance; and (iv) specified employees to obtain approval before directly or indirectly acquiring beneficial ownership in a security in an initial public offering or private placement. A copy of the Code will be provided free of charge to any client or prospective client who requests a copy in writing.

Participation or Interest in Client Transactions Neither Intercontinental nor any employee or affiliate of Intercontinental recommends to clients securities in which Intercontinental or an employee or affiliate has a material financial interest. Similarly, Intercontinental does not buy or sell short-term investments in which Intercontinental or any of its employees or affiliates have a material financial interest. Further, Intercontinental does not acquire real estate on behalf of clients in which Intercontinental or any of its employees or affiliates has a material financial interest. Neither Intercontinental nor any of its employees or affiliates sell to clients, or buy from clients, any security or real estate while acting on its own account (principal transactions). Although infrequent, Intercontinental could cause one client to buy a real estate interest from another client (a cross transaction) and in certain circumstances, cause more than one client to invest together (a coinvestment). In these cases, Intercontinental’s Investment Committee and Chief Compliance Officer review the terms of a cross transaction or co-investment to ensure that the transaction is in the best interests of both the buying and selling clients, or co-investor clients, and that no conflict of interest arises that could benefit Intercontinental at the expense of any client. To the extent that Intercontinental identifies an actual or appearance of a conflict of interest, it will seek and obtain approval of the transaction from the client(s), which means, in the case of any Fund, in a manner consistent with the Fund’s governing documents (such as obtaining approval from a Fund Limited Partner Advisory Committee and/or Advisory Board). These transactions comply with Intercontinental’s policies and procedures associated with these investments as well as applicable law, and documentation of any such cross transaction or co-investment is maintained in Intercontinental’s records.

Personal Trading Intercontinental employees and affiliates have and will invest in interests in the Funds sponsored by Intercontinental. In these cases, the employee or affiliate will invest in Fund interests under the same terms and conditions as unaffiliated investors although certain management and other fees imposed might be waived in the case of employees and affiliates. Intercontinental does not believe these investments create a conflict of interest. Instead, Intercontinental and investors alike consider these investments to align the interest of Intercontinental with the other investors in the Funds.

Factors Considered in Selecting Broker-Dealers Intercontinental does not purchase publicly-traded securities except for short-term investments on behalf of its clients. As a result, it does not use broker-dealers. In connection with short-term investments, Intercontinental uses the services of large commercial banks to invest in money market funds that invest primarily in short term investments such as U.S. Government Securities, Certificates

of Deposit and Commercial Paper. Intercontinental does not engage in soft dollar practices, client referrals, directed brokerage or trade aggregation. Intercontinental generally engages a licensed real estate broker in connection with the disposition or leasing of a real estate asset held on behalf of its clients. Intercontinental selects the brokerage company and the particular real estate broker that Intercontinental believes will best represent the interests of Intercontinental’s clients. Factors such as the qualifications of a marketing or leasing team proposed by the broker, the team’s knowledge of the market in which the asset is located, the team’s track record, the likely sales price on a disposition, fees, and the proposed marketing plan are considered in the selection of the broker. As noted in Item 10 above, the real estate broker selected by Intercontinental may be Intercontinental or its affiliate.

Aggregation of Trades Other than minimal investment of excess cash in short-term investments, Intercontinental does not currently purchase or sell publicly-traded securities for its clients’ accounts, and accordingly does not aggregate client trading orders.

Economic Benefits Provided to Intercontinental Certain third-party service providers engaged by Intercontinental on behalf of its clients elect to provide reasonable forms of entertainment, meals, and/or gifts to Intercontinental or certain of its employees. Given the potential for a conflict of interest to arise in the selection of a service provider as a result of the receipt of such meals and entertainment, Intercontinental has adopted a Gifts and Entertainment Policy, which is overseen by Intercontinental’s Chief Compliance Officer. In general, the Gifts and

Entertainment Policy requires that business entertainment (including meals) involving Intercontinental’s personnel not be of a character or cost that would prevent the employee being entertained from making an independent business decision with regard to the services offered by the business sponsoring the entertainment, or that is not in accordance with generally accepted standards of business ethics in the institutional real estate management industry. Although token gifts may be allowed in compliance with Intercontinental’s policies, vendors are generally discouraged from providing gifts or entertainment to Intercontinental’s employees. Moreover, no employee of Intercontinental may give on his or her own behalf or on behalf of the Company any gift or accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

Compensation of Others for Referrals From time to time, Intercontinental or a Fund enters into written contracts with third-party firms to introduce or identify potential Fund investors or otherwise serve as placement agent for a Fund. Compensation to the third-party is dependent upon the terms of the contract, however, neither Intercontinental nor its affiliates receive additional fees in connection with these relationships. The third-party firms usually do not have any authority to accept any investor on behalf of Intercontinental or the Funds, and Intercontinental does not have any responsibility to accept any potential Fund investor referred to it by the third-party firm. As of the date of this brochure, Intercontinental does not have any contract with any third-party firm or individual who is not an employee of Intercontinental for the purpose of marketing the firm or its Funds. However, Intercontinental may elect to enter into such a contract with third-parties in the future.

Registered investment advisers are required to disclose certain types of legal disciplinary events involving the firm or its management that are material to a client’s or prospective client’s evaluation of the adviser’s business or the integrity of its management. Intercontinental does not have any legal or disciplinary events to disclose.

Periodic Review of Client Accounts Intercontinental’s senior executives are responsible for periodically reviewing each client account in order to evaluate and confirm compliance with the terms of the investment guidelines and investment management agreements applicable to such accounts. This review generally occurs quarterly. This review may occur more frequently when significant investment decisions are made related to an account. Real estate investments held by client accounts are also reviewed by Intercontinental’s executives on a regular basis. In addition, Intercontinental has established an independent third-party valuation and appraisal process for client real estate investments.

Client Reports Investors in the Funds sponsored by Intercontinental receive written quarterly status and investment activity reports, including unaudited financial statements, and a calculation of income, appreciation and total returns (gross and net of fees). In addition, such investors receive, on an annual basis, copies of the Fund’s audited financial statements, and face-to-face meetings as requested by such investors. Any separate account clients would receive written status and activity reports pursuant to such management agreements. In addition, Intercontinental participates in face-to-face meetings with such clients as requested by such clients.

Although Intercontinental does not act as a qualified custodian, Intercontinental is deemed to have custody of certain funds. Investors in the Funds receive audited annual financial statements from third party auditors engaged by the Funds and should carefully review those statements.

The terms of: (i) the limited liability company agreements or limited partnership agreements entered into between Intercontinental and the Funds, and (ii) the investment management agreements entered into between Intercontinental and its QPAM and separate account clients (if any), typically grant Intercontinental full discretion to make investment decisions on behalf of such clients. However, Intercontinental’s discretion is subject to the investment guidelines that may be contained in the Funds’ governing documents or as may be established in a client’s investment management agreement. As a result, subject to such guidelines and established limits, Intercontinental may determine what assets to purchase, when to sell the assets and how to manage the assets, including decisions related to capital improvements and leverage on the assets.

Intercontinental does not currently invest in publicly-traded securities on behalf of its clients, except for certain short-term investments that are cash equivalents with no voting rights. In the event that Intercontinental causes a client to purchase any publicly traded securities, Intercontinental has adopted a Proxy Voting Policy which would apply in any such event. Intercontinental’s Proxy Voting Policy can be obtained upon written request. A client may, on occasion, acquire certain privately-offered securities when it acquires the shares or other interests in an entity formed to hold title to real estate,

rather than making a direct investment in real estate on behalf of its clients. However, such entities are generally majority owned by the client and Intercontinental has discretion to vote such securities.

Financial Condition In most instances, Intercontinental has discretionary authority over client funds. Intercontinental is not currently aware of any financial condition that may impact Intercontinental that is reasonably likely to impair Intercontinental’s continued ability to meet its contractual commitments to its clients.

Bankruptcy Intercontinental has not been the subject of a bankruptcy petition at any time during the past ten years.