Madison International Realty Holdings, LLC

A. Description of advisory firm and principal owners. Madison International Realty Holdings, LLC (“MIRH”) is a specialized investment advisory firm focused on originating, underwriting and executing its investments in real estate for its private equity commingled funds and institutional clients who have elected to create an investment vehicle of which they are the sole beneficial owner (collectively, the “Funds”). MIRH has offices in New York, Los Angeles, London, Luxembourg, Amsterdam, Frankfurt, Singapore, and Korea. MIRH wholly owns Madison International Realty V, LLC, Madison International Realty VI, LLC, Madison International Realty VII, LLC, Madison International Realty VIII, LLC, Madison International Realty NYC Core Retail, LLC, Madison International Realty NYC Core Retail II, LLC, Madison International Prime Property Realty, LLC, Madison International Realty Growth-N, LLC, Madison International Realty-U, LLC, Madison International European Prime Property Realty, LLC, and Madison International Realty Core Retail PV, LLC, each a Relying Advisor reported on Schedule R. Madison (through the creation of a former relying adviser of MIRH, Madison International Realty, LLC) was founded by Ronald M. Dickerman, the majority owner and President of MIRH, in 2002. B. Advisory services offered. Investment advice is generally provided directly to the Funds on a discretionary basis. However, in certain cases institutional clients may wish to have final approval for proposed investments in the investment vehicles in which they are the sole beneficial owner. Madison is affiliated with entities that serve as the General Partners and/or managing members to each of the Funds (each, a “General Partner” and, collectively, the “General Partners”) and each of the Funds is controlled by its respective General Partner. Primarily in secondary market transactions, Madison will seek to acquire partial ownership interests or debt obligations in real estate platform companies and investment vehicles such as limited partnerships, joint ventures, limited liability companies, private and public REITs, thinly traded or de-listed property companies, and other structured equity vehicles, at prices that Madison believes to be at discounts to intrinsic value. Madison expects the Funds to acquire positions from foreign and domestic individual and institutional investors, as well as provide new equity capital to existing property owners seeking to monetize equity positions, restructure balance sheets or buy out partners. The Funds will target ownership interests in highquality, well-leased, well-located assets with moderate leverage, strong

sponsorship, and limited operating risk. Fund investments are expected to be diversified by geographic location, commercial real estate type, and underlying sponsor. The Funds target investments in all major commercial real estate asset classes, including office, retail, industrial, multifamily, single family residential, build to rent, datacenters, cold storage, self-storage, marinas, and hospitality. Madison has an established track record of underwriting, acquiring, and realizing returns from investments in each of these asset classes. C. Tailoring to individual Client needs: Madison, at a macro level, pursues a real estate focused investment strategy across its Funds (as described above and in Section 8). However, within its overall real estate strategy investment decisions by Madison are tailored to the specific investment objectives and restrictions of each Madison Fund pursuant to the applicable Fund's investment guidelines and restrictions set forth in the relevant confidential private placement memorandum, limited partnership agreement, investment management agreement and other organizational documents pertaining to such Fund (collectively, the “Organizational Documents”). Differences in strategy between Funds generally relate to geographic focus, investment term, return target, investment size, or sector, among others. The Funds will also have differing fee and expense structures. Fund investors and prospective Fund investors should refer to the organizational documents for complete information on the general investment objectives, investment restrictions and material risks associated with each Madison Fund. Side letters are used to tailor additional rights for individual Fund investors when Madison believes the granting of such right will not materially conflict with its obligations to the other investors in the commingled Fund. D. Wrap Fee Programs. Madison does not participate in wrap fee programs. E. Assets under Management. As of December 31, 2025, Madison managed Funds with a total of $6,305,953,937 billion of assets under management, of which $5,024,899,264 billion are managed on a discretionary basis and $1,281,054,673 billion which are managed on a non-discretionary basis. Assets under management have been calculated pursuant to SEC guidance.

A. How Madison is compensated for advisory services. Generally, Madison receives an asset management fee and a performance-based fee for each Fund it manages, the specifics of which are detailed in the organizational documents of each Fund. The asset management fee is typically based on a percentage of aggregate capital commitments or invested capital. Madison typically receives the performance-based fee through the payment of distributions utilizing the distribution priority detailed in the organizational documents. Generally, the distribution priority includes (i) return of capital contributions to Fund investors, (ii) a preferred rate of return to Fund investors, and (iii) additional distributions returned to Fund investors and Madison as the general partner in accordance with ratios detailed in the organizational documents. These ratios, as well as the preferred rate of return, are Fund-specific. The receipt of distributions in the third stage of priority represents the performance-based compensation received by Madison, which is subsequent to Fund investors achieving their preferred rate of return. Investors should review the organizational documents of the relevant Fund in addition to this brochure for complete details on fees paid to Madison. Subject to any applicable provisions in the Funds organizational documents, we may offer certain relationships the ability to co-invest in certain investment opportunities alongside the Funds. The compensation payable to Madison in such cases will differ from the compensation we receive from the Funds that participate in the same investment. B. Deduction of fees from client assets. Madison generally charges and deducts asset management fees directly from the Funds; these fees are generally paid quarterly in advance and are generally not refundable once paid, in accordance with the organizational documents of each individual Fund. These fees are generally paid through deductions from investment proceeds or other cash held by the relevant Fund, or through drawdowns of the unfunded commitments of underlying investors in the relevant Fund, or borrowings under the Funds’ credit facilities, if applicable. In accordance with applicable Fund organizational documents in certain Funds, Madison waives or reduces future installments of asset management fees that it would otherwise receive, in exchange for the financing of deemed present day capital contributions to individual Funds. Any reduction of an asset management fee installment payable by an individual Fund, will reduce dollar-for-dollar the amount of capital contributions that the Fund’s general partner would otherwise contribute to a Fund as a general partner commitment, or otherwise increase the allocation of profits to the general partner or its affiliates. Fully waived or reduced asset management fees relate to installment periods that are several quarters or years in the future. The general partner or its affiliates will contribute at least a portion of the general partner commitment in cash with a cap on total commitments which may vary by Fund.

C. Other types of fees or expenses. In addition to the asset management fees and performance-based compensation described above, Fund investors are typically allocated all other fees and expenses charged to the Funds. However, the Firm may determine that certain expenses will be allocated otherwise on a basis Madison believes to be fair and equitable, taking into consideration all relevant facts. These expenses include organizational expenses and operating expenses. Organizational expenses typically include expenses incurred in connection with the organization, offering and formation of the Fund entities, the asset manager and the general partner and the offering of the interests in the Fund entities, including, without limitation, legal and accounting fees and expenses, printing costs, registration and filing fees, marketing costs and expenses, including expenses arising from compliance with marketing regulations, tax and transportation, travel, conference attendance, capital raising, meal and lodging expenses incurred during the provision on services in connection with the organization of the partnership and any related investment vehicles, expenses associated with vetting and maintaining placement agent or similar client engagement relationships, but excluding all placement fees. Organizational expenses for each Fund are typically subject to a maximum amount as detailed in organizational documents. Organizational expenses that exceed such maximum amount and all placement fees, may be paid by Madison directly or may be paid initially by a Fund, but such payments by the Fund shall reduce dollar-for-dollar the subsequent installment of the management fee payable by the Fund. Operating expenses typically include those costs or expenses of the Funds in connection with, or related to: (a) Sourcing, acquiring, evaluating, negotiating, holding, monitoring (including ongoing risk monitoring), managing, financing, hedging, selling or disposing of its investments (to the extent not paid for or reimbursed by a third-party), including: • legal, tax, accounting, advisory, consulting, printing costs, other thirdparty expenses, and travel expenses incurred in connection with the foregoing, including, ground transportation, commercial airfare, lodging, meals and meeting space • marketing, advertising, press releases and public relations (including a pro rata portion of all such expenses incurred by the investment manager and its affiliates relating to activities of (i) the investment manager, (ii) its affiliates, and (iii) any party advised by any of the foregoing) • all costs and expenses incurred in connection with a proposed investment that is not ultimately consummated, or a proposed disposition that is not actually consummated, including, without limitation, legal, tax, accounting, travel and entertainment, advisory, consulting and printing expenses or other third-party expenses, and any liquidated damages, break-up, reverse break-up, topping, termination reverse termination fees, or similar payments (collectively, “Broken

Deal Expenses”), provided, that notwithstanding anything to the contrary herein, the Fund will generally bear Broken Deal Expenses associated with unconsummated transactions that are in excess of the amount of a Fund’s pro rata share of such Investment had such investment been consummated (e.g., to cover the portion thereof attributable to any co-investor that does not bear such broken deal expenses, because a co-investment vehicle had not yet been formed, or for any other reason); provided, further, that the costs of operating overhead including in respect of the renumeration of employees of the general partner, the investment manager, or any of their affiliates, shall not be deemed to be Broken Deal Expenses entertainment expenses (including expenses related to attendance or exhibiting at industry conferences) fees for subscriptions and memberships to trade associations, and expenses related to attendance at and sponsorship of trade shows and industry conferences, that in each case relate to market information, investments or Responsible Investing, and that in each case support the general operation of the Fund and its investment activities fees, costs and expenses of monitoring and implementation of, and compliance with, Responsible Investing standards or policies in connection with the activities of the Fund or any Investment or proposed Investment administrative and research fees (including proxy research and voting services) fees for outside services costs of software, data management platforms, artificial intelligence applications, other products, tools and services used for real estate investment, fund management and reporting or other purposes related to the Fund (including for real estate underwriting, Investment-related research, organizing and storing portfolio data, financial modelling software and financial modelling services but excluding Microsoft Office and firm expense reporting software) expenses incurred in monitoring transactions that affect the value of the investments, communicating with parties that control or participate in each investment evaluating the actions taken or not taken by the management of each investment travel expenses related to all of the foregoing, including commercial airfare, lodging, meals and meeting space brokerage fees and commissions and other transaction costs associated with such sale or disposition interest and fees, including legal and consulting fees, arising out of all financings entered into by the Funds, including, but not limited to, those of lenders, investment banks, and other financing sources

(b) maintaining the operations of the Fund entities, including:

taxes, fees and other governmental charges levied against the Fund entities including any costs and expenses arising from any foreign exchange or other currency transactions insurance administrative fees fees for outside services audit costs software costs (including technological expenses, data services and investor portals) custodians, outside advisors, counsel (including Fund Counsel), accountants, auditors, tax providers, administrators (including administrators that perform anti-money laundering or “know your customer” diligence and investor verification services in connection with the admission and ongoing participation of investors in the Fund, any Parallel Vehicles or Feeder Vehicles) and other consultants and professionals, including, but not limited to, service providers engaged to ensure compliance with tax, legal and regulatory requirements including the Alternative Investment Fund Managers Directive, other European Union directives and regulations or guidelines (including, but not limited to, Base Erosion and Profit Shifting (BEPS) and Directive 2011/16/EU, as amended by Council Directive (EU) 2018/822 of 25 May 2018 (DAC6)) and related compliance in other jurisdictions, including, but not limited to, the Grand Duchy of Luxembourg, the Netherlands, other European countries and the Cayman Islands, and similar requirements to the extent related to or arising from the Fund, and the pro rata cost of employees engaged by the General Partner, the Investment Manager and/or their Affiliates to provide in-house accounting (e.g., financial reporting, cash management resources, books and records management), tax (e.g., tax compliance, preparation of U.S. Treasury forms, tax oversight, tax diligence and tax structuring) and legal services in relation to the general operation of the Fund and its investment activities, including salaries, bonuses and customary employee benefits (e.g., medical, insurance, retirement) paid to such persons, and the pro rata direct or indirect allocation of specified overhead costs and expenses associated with such services provided by such employees (including information technology, employment and similar taxes and software and system costs) expenses associated with forming, administrating and operating alternative investment vehicles, intermediate vehicles, and other holding vehicles used to acquire, hold or disposes of any investment or otherwise facilitate a Fund entities’ investment activities including administrative, accounting, and operating expenses (whether provided by a third-party or in-house with respect to tax, legal, and compliance with non-U.S. laws a regulations) such as salaries, bonuses, and customary employee benefits paid to such persons and the pro rata direct or indirect allocation of specified overhead costs and expenses

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Madison seeks to make secondary purchases of partial ownership interests in high quality U.S. and European commercial real estate assets using an event-driven, value-oriented investment strategy. Ownership interests within the Funds’ target investment market include limited partnership, limited liability company, private and public REITs, joint venture and structured equity interests held by individual and institutional investors seeking liquidity. In addition, the Funds will also seek to deploy growth capital into middle-market real estate platforms and small-cap public companies, combining traditional real estate investing with the ability to participate in GP economics; looking for stable, discretionary, long-term partners to support their operations and accelerate enterprise value growth. The Funds may also originate structured equity investments and invest in property companies with similar attributes. Madison will generally pursue these interests at what it believes to be discounted to its underwritten value. Investments are expected to be diversified by geographic location, commercial real estate asset type, and underlying fund sponsor. Madison’s investments will target all major commercial real estate asset classes, including office, retail, multifamily, residential, industrial/logistics, life sciences, data centers, cold storage, marinas and hospitality. Madison’s investment strategy targets investments with high asset quality, minimal operating risk, moderate leverage with [no or minimal - TBC] near-term maturities, and strong current dividend yields. Madison will primarily pursue investments for its Funds where Madison believes it has a strategic or informational pricing advantage and will seek “off-market” investment opportunities where no secondary market exists for the underlying interests. The Funds typically do not concentrate on widely marketed investment opportunities or property auctions. Instead, the Funds will generally focus on privately negotiated transactions and other off-market situations where Madison believes that it holds strategic, informational, and/or other competitive advantages. The Funds leverage Madison’s global transaction sourcing capabilities to originate investments both through Madison’s specific knowledge of historical transactions and through its reputation as a leading provider of liquidity to exiting real estate investors. Madison expects to source Fund investments through its existing and growing network of domestic and foreign relationships including fund sponsors, financial intermediaries, wealth managers, trust and estate lawyers, industry professionals, and industry trade organizations. In addition, Madison expects to source investments through event and conference participation, speaking engagements, membership in various professional real estate groups, direct mail and print campaigns, including articles, editorials and advertisements in widely circulated publications worldwide. Madison’s investment analysis and due diligence process is characterized by in-depth financial analysis, original market research, and conservative assumptions embedding a level of conservatism in asset valuation, holding period, and investment pricing. This conservatism may result in positive variances to underwritten target returns while also providing a cushion to returns in more challenging market environments. Madison takes a disciplined, comprehensive approach to evaluating each prospective investment, employing a systematic due diligence process conducted internally by Madison and

assisted, when appropriate, by outside experts. The goal of the underwriting process is to determine the current value, future value, and estimated remaining holding period of the underlying real estate asset and translate these factors into a price for the target ownership interest that takes into account the capital structure of the investment and a Fund’s target return to its investors. In addition to its fundamental real estate analysis and market diligence, Madison also will conduct a thorough review of the debt and equity structure of the asset, the sponsor, property specifics, such as entitlements and code compliance, and legal documentation. During the investment underwriting process, Madison may consider long-term Responsible Investing factors through in-depth asset, deal sponsor and company research and engagement. We seek to understand material Responsible Investing risks and opportunities in the assets, sponsors, funds and companies we analyze and consider them in a way that we believe is suitable and consistent with our Funds’ mandates. Where material, we are committed to evaluating the impact of a company’s or an asset’s responsible Investing policies in the investment process. Where consistent with our client mandates, we may integrate Responsible Investing issues into the portfolio and asset management process to pursue a positive impact with the companies in which we invest and work with. While Madison considers Responsible Investing factors when making an investment decision, the Funds do not pursue a Responsible Investing-based investment strategy or limit investments to those that meet specific Responsible Investing criteria or standards. Responsible Investing-related information may be difficult to obtain in connection with real estate investing, and Responsible Investing-related factors may have little to no impact on an investment’s profitability or value. Any reference herein to Responsible Investing considerations is not intended to qualify our duty to maximize risk-adjusted returns. For more detailed information and disclosures about Madison and its Responsible Investingrelated practices, you can access Madison's most recent Corporate Responsibility Report at the following link: https://madisonint.com/media/MIR-Corporate-Responsibility-Report-2024.pdf Madison currently employs an investment recycling program for the Funds, in accordance with Fund organizational documents. In some instances, in lieu of making distributions to investors, Madison utilizes proceeds from the sale of investments, investment related refinancing proceeds, investment operating distributions, or realized gains from foreign currency contracts for the purpose of (“Investment Recycling”). During the commitment period of the Funds, Madison organizational documents typically provide the ability to recall distributions previously made to limited partners, up to the amount of original capital contributions returned, subject to certain timing restrictions (depending on the Fund, between 6 and 15 months of making such distributions), for the purpose of Investment Recycling. Madison also utilizes cash proceeds that have not been distributed to limited partners for Investment Recycling, which are subject to cash reserve limitations (calculated as a specified percentage of capital commitments), typically requiring Madison to either use the proceeds to make additional investments or reduce cash reserves through limited partner distributions.

Madison Funds may secure a subscription line of credit and guarantee the liability directly at the Fund level partnership. In certain cases, the Funds may use margin financing for its public security transactions which may require a fund-level guarantee. In addition, Madison generally secures a NAV based financing facility, primarily for investment financing opportunities, which would require certain guarantees at the master partnerships and holding companies. The use of the aforementioned credit and subscription facilities will increase the overall leverage of a Fund until such facility is repaid, but, prior to the repayment of such facility, a Fund will incur interest expenses. Risk Factors An investment in the Funds involves a significant amount of risk and should only be undertaken by investors capable of evaluating and bearing such risk. There can be no assurance that a Fund’s investment objectives will be achieved or that there will be any return of capital. Prospective investors should read the following key risk factors before investing in the Funds. A full list of more detailed risk factors appears in each Fund’s organization documents, and all investors should review those documents prior to investing in a Fund. Nature of Investment An investment in the Madison Funds requires a long-term commitment, with no certainty of return. The Funds will make investments in real estate related assets and businesses, some of which may be experiencing or are expected to experience severe financial difficulties, which difficulties may never be overcome. There may be little or no near-term cash flow available to investors and the Funds may not be able to generate returns that are commensurate with the risk of investing in the type of assets described herein. Since the Funds may only make a limited number of investments and since many of the investments may involve a high degree of risk, poor performance by a few of the investments could severely affect the total returns to investors. Illiquid and Long-Term Investments; Investments Longer than Term Investments in real estate assets are generally less liquid and involve a longer holding period than traditional private equity investments, which are themselves often considered illiquid and long-term. Although investments by the Funds may generate some current income, the return of capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition of such investment. The Funds may also invest in restricted securities sold in reliance on Rule 144A under the Securities Act. Such investments may not be reoffered, resold, pledged, or otherwise transferred other than to a “Qualified Institutional Buyer” in a transaction meeting the requirements of Rule 144A, or in accordance with another available exemption, and in each case, in accordance with the terms of each security. It is not generally expected that sales of investments by the Funds will occur for a number of years after the investment is made, and some investments may not be advantageously disposed of prior to the date that the Funds is dissolved. It is unlikely that there will be a public market for the securities held by the Funds at the time of their acquisition. Therefore, no assurance can be given that, if the Funds are determined to dispose of a particular investment held by the Funds, it can dispose of such investment at a prevailing market price, and there is a risk that the

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Madison provides investment management services to Funds, including co-investment vehicles, which are not available to the general public for investment. The terms of each Fund can be found in their organizational documents. Investors in Madison Funds are typically state or municipal government entities, public and private pensions, profit-sharing plans, sovereign wealth funds, pooled investment vehicles, endowments, insurance companies, estates, foundations, high-net worth individuals, non-U.S. institutions and trusts. Madison requires that each limited partner in a Madison Fund be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and, a “qualified purchaser” as defined by the Investment Company Act of 1940. Investors in the Madison Funds should refer to the organizational documents of the applicable Madison Fund for complete information on the minimum investment requirement for participation in that Madison Fund. Madison does, however, maintain discretion to waive, increase or reduce the minimum investment commitment required for any of its Funds.

As discussed in Item 5 above, Madison receives both an asset management fee and a performance-based fee. The performance-based fee is earned after Fund investors achieve their preferred rate of return. For most Funds, performance-based fees are only received subsequent to actual liquidation events (cash distributions received by Fund investors in excess of the preferred return described in Item 5). Neither asset management nor performance-based fees are calculated utilizing unrealized asset valuations (other than in limited situations as detailed in certain Funds organizational documents). The use of performance-based fees could create incentives for Madison to acquire riskier Fund investments than might be acquired under a different fee arrangement although a commitment of GP capital in the Funds by Madison could potentially reduce the incentive. In addition, Madison could have an incentive to hold investments for a longer term rather than selling in order to achieve additional asset management fees. Madison seeks to mitigate both of these conflicts by, among other things, maintaining robust acquisition and disposition controls, including the review and approval of each acquisition and disposition by the investment committee. In addition, certain fee arrangements between Madison and the various Funds it advises, can create an incentive to favor higher fee paying Funds over other Funds in the allocation of investment opportunities. It is Madison’s policy to seek to allocate investment opportunities to all Funds with similar investment objectives in a fair an equitable manner over time, recognizing that differences in client holdings will exist due to the timing of their investments, cash availability, size of the opportunity, investment restrictions, among other investment considerations. Private Investment Allocations On occasion, Madison may conclude that an investment opportunity is appropriate for more than one Fund. For example, to the extent that a Fund is either at the beginning or end of its investment period, it may co-invest with an existing Fund (in the event of an opportunity presented at the beginning of its investment period) or with a successor Fund (in the event of an opportunity presented at the end of its investment period). Further, one Fund may be pursuing an overlapping investment mandate with another Fund over the same investment period. In addition, Madison occasionally makes de minimis investments as part of its due diligence process in pursuing potential projects or sectors to invest in more fully in the future. Depending on the timing and circumstance of such future investment, it is possible a larger investment may come to fruition for a Fund other than the one that initially pursued the small investment. Potential conflicts of interest and/or allocation issues may be reviewed by the investment committee, and are subject to approval by each Fund’s Advisory Committee, as necessary. There may be instances in which the Adviser determines that an investment opportunity that would otherwise be offered to a Fund is not suitable (or is not of a suitable size) for such Fund. In such event, the investment opportunity may be offered to other existing Fund investors or other investors in whole or in part, as appropriate under the circumstances.

In addition, the Adviser may offer co-investment opportunities to certain underlying investors in the Funds or to other third parties relationships if we determine that, for diversification or other reasons, it may not be prudent for existing Funds to invest the entire amount necessary to fund an investment. Such co-investment opportunities, if offered, would be subject to any relevant agreements or restrictions set forth in the organizational documents of the respective Funds or other documentation. Madison determines in its sole discretion if a portion of an investment opportunity in which a Fund will invest may be offered to Fund investors or third parties to participate in through a co-investment vehicle, subject to the terms of such Fund’s governing documents and any separate agreements with a participant therein. Conflicts of interest may arise in the allocation of the ability to participate (and the amount of such participation) in coinvestment vehicles. In addition, Madison reserves the right to agree with certain potential co-investors (including, but not limited to, third parties and/or current investors) to more favorable rights with respect to such person’s right to participate in potential co-investment vehicles, and to the extent any such arrangements are entered into, they may result in less rights to participate in co-investment vehicles being made available to others. There is no guarantee that any client will be offered the opportunity to participate in a co-investment vehicle. Further, Madison may modify their approach and policies with respect to coinvestment vehicles noted above and the factors they may consider when allocating investment opportunities and participation in such co-investment vehicles in their sole discretion. Generally, participation in any such co-investment vehicle is expected to be offered to parties with such knowledge and experience in financial and business matters necessary to make them capable of evaluating the merits and risks of the prospective investment. Such parties may include, among others, (a) potential investors in future investment vehicles managed by Madison (whether or not a current investor in a Madison Fund), (b) investors in Madison’s Funds and, (c) third parties, including, but not limited to, those that have relationships with Madison (such as vendors, agents, joint venture partners or other persons) or parties which may provide a benefit to Madison. Madison expects to evaluate at the time whether a party is eligible to participate in any co-investment opportunity and will consider a variety of factors that Madison deems relevant in respect of any such investment in accordance with any applicable Madison policies at such time which may include, among others, in no particular order, the following: (1) whether a current investor has expressed an interest in participating in co-investment opportunities (although it is expected that a number of investors that express an interest in participating in coinvestment opportunities may not be allowed to participate in any or may receive a smaller amount of participation than such investors anticipate or request), including, if any, agreements or arrangements entered into between Madison, a Fund and one or more investors, (2) the perceived expertise of the prospective co-investor in the geographic location, market or industry to which the investment opportunity relates, (3) the perceived ability of the prospective co-investor to quickly execute on transactions within the requisite timeframe, (4) tax, regulatory and/or securities law considerations both in terms of the size of the co-investment and otherwise, (5) potential strategic or value enhancement to the investment, to the Funds or to Madison, (6) the size of a potential co-investor’s

commitments to the Funds, (7) whether a potential co-investor has a history of participating in Madison sponsored co-investment vehicles, (8) whether the potential co-investor has demonstrated or is likely to demonstrate a long-term and/or continuing commitment to the potential success of Madison, the Funds or other Madison sponsored co-investment vehicles, (9) the perceived ability of the prospective co-investor to invest an amount of capital that fits the needs of the co-investment vehicle (taking into account the amount of capital needed as well as the maximum number of investors that can realistically participate in the transaction), and (10) other factors and considerations Madison deems relevant at the time. The allocation of such investments to such co-investment vehicles will be evaluated by Madison together with any conflicts of interest. In accordance with Madison’s allocation policy, the Firm will consider a number of factors in determining the amount of an investment opportunity in which a Fund intends to invest that may be made available to a co-investment vehicle, which may include, among others, the following: (i) the terms of the such Fund’s governing documents, (ii) portfolio composition, including sector and geography, (iii) investment size, (iv) the lifecycle of the Fund, (v) the investment risks and underwritten targeted returns, (vi) transaction type, (vii) tax or regulatory considerations, and (viii) any other relevant factors as determined by Madison. The Firm’s allocation of investment opportunities to the Funds, as well as co-investment allocation outside the Funds, is subject to a number of allocation provisions that are set forth in the organizational documents of the applicable Funds (each, an “Allocation Rule”). Such Allocation Rules include, but are not limited to: provisions relating to exclusivity with respect to particular types of investments during certain time periods, and specified exceptions thereto; provisions related to the order of presentation of co-investment opportunities; provisions that may permit certain types or categories of investments to be made by a Fund, notwithstanding a conflicting Allocation Rule; and provisions that limit the concentration of a Fund in one or more particular categories of investments. Other Funds advised by the Firm in the future are expected to be subject to these or other Allocation Rules. If and to the extent that any Allocation Rule requires that an investment opportunity be allocated to a specific Fund, such investment will generally be so allocated. Any contractual exceptions will be discussed with and/or require the consent of the advisory committee or underlying investor(s) as appropriate. In any of the foregoing circumstances where an investment opportunity is to be allocated other than in a manner required by an applicable Allocation Rule, Madison will allocate the opportunity in light of all applicable circumstances, taking into account factors such as, without limitation: each Fund’s investment strategies, objectives and guidelines (including each Fund’s applicable investment limitations); each Fund’s existing overall portfolio composition, including its exposure to particular types of investments and/or geographical markets or submarkets; where each Fund is situated within its overall expected entity lifespan; and general market conditions in the markets in which the Funds invest. However, in making such determination, Madison shall ensure that such determination is not based upon any Fund's applicable fee structures (including with respect to any performance-based compensation) or any other factors which could appear to provide preferential treatment to one or more Funds.

In the event Madison identifies an opportunity which is greater in value than established internal thresholds Madison will generally allocate the opportunity pro-rata to eligible Funds, however, should the investment opportunity be lower in value than the internal threshold, Madison will generally allocate the opportunity on a rotational basis to eligible Funds while considering which Funds have the waited the longest to execute an opportunity on a sequential basis. Listed Securities Allocations Generally, listed real estate security (“Listed Opportunity”) for which the supply in the market at an actionable price is limited at a time when more than one Fund desires to acquire, such Listed Opportunity will generally be allocated pro rata between the Funds based on available capital. Depending on the specific investment strategy, available capital will be determined as either a Fund’s targeted allocation to Listed Opportunities or a Fund’s targeted allocation to a specific security or other factors. Allocations may be made other than on a pro rata basis for a variety of reasons as determined by the investment committee. In addition, because there may be differences in investment strategy for certain Funds (i.e., return thresholds, holding periods, position concentration, liquidity, sector exposure, and sizing, etc.), such Listed Opportunity may be taken exclusively or disproportionately by another Fund. Also, the investment committee may determine at the outset of a particular Listed Opportunity that it presents an opportunity for a Private Investment in Public Equity or “PIPE” investment, in which case it may be allocated exclusively or predominantly to a certain Fund. Finally, because of the illiquid (or potentially illiquid) nature, size, duration of an opportunity or because it is otherwise inconsistent with the appropriate management of a certain Fund’s liquidity needs or desired concentration levels, the investment committee may decide that such Listed Opportunity should be allocated exclusively, or predominantly, to another Fund. Madison manages several Funds at the same time that have similar investment strategies and as a result, conflicts of interest may appear that cause the Firm to favor one Fund above another, often with the goal of enhancing performance, gaining higher fees or currying favor with the client for the same transaction. As Madison is compensated based on assets under management (AUM) and performance, Madison could be incentivized to allocate the best opportunities to Funds that will accumulate higher fees and earn higher bonuses for the benefit of Madison. Madison has developed policies and procedures to adhere to Fund investment restrictions, in addition to reasonably ensuring conflicts of interest are adequately addressed so that the Firm is treating all investors fairly across all Funds, regardless of strategy, legal or fee structure.

A. Broker-dealer registration. Neither Madison, nor any of its management person are registered, or have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. B. CFTC exemption from registration. Certain Madison Funds utilize Commodity interests to hedge foreign real estate exposure or borrowings which have a floating vs. fixed interest rate. The impacted Funds and their General Partners are exempt from registration with the CFTC as a Commodity Pool Operator under CFTC Rule 4.13(a)(3). C. Material Relationships. Madison is affiliated with the general partners of the Funds, each of which is subject to the Advisers Act pursuant to Madison’s registration. Under SEC guidance, these General Partners operate, for registration purposes, as a single advisory business together with Madison. The General Partners serve as general partners and/or managing members of the Funds and share with Madison certain common owners, officers, partners or persons occupying similar positions. Certain employees, former employees and/or other affiliated personnel of Madison (including any such persons’ family members and/or investment vehicles) hold an ownership interest and/or are entitled to an allocation of performance-based compensation in certain of the general partners, Funds or other affiliates. D. Other Advisors. Madison does not recommend or select other investment advisers for the Funds. Monitoring of Conflicts of Interest Madison has established policies and procedures to identify and address potential conflicts of interest. Any conflicts of interest that arise between one of Madison’s Funds and Madison and its affiliates or their clients (or another client of Madison) will be discussed and resolved on a case-by-case basis by senior officers of Madison, as applicable. Any such discussions will consider the interests of the relevant parties and the circumstances causing the potential conflict. Potential conflicts will not necessarily be resolved in favor of Madison’s Funds or any one of Madison’s clients. If possible, Madison will engage in arm’s-length transactions in which Madison and its affiliates have a direct or indirect financial interest.

Trading A. Code of Ethics. In compliance with Rule 204A-1 of the Advisers Act, Madison has adopted a Code of Ethics in order to establish the standard of conduct expected of all employees in light of Madison’s duties to its clients. It also establishes reporting and other requirements for personal securities transactions. Madison and its employees owe a fiduciary duty to the Funds. Among other duties, each employee should; (i) at all times place the interests of the Funds before his or her own interests, (ii) act with honesty and integrity with respect to the Funds, (iii) not take inappropriate advantage of their position for their personal benefit, (iv) make full and fair disclosure of all material facts, particularly where Madison’s or employee interests may conflict with a Fund’s, and (v) have a reasonable, independent basis for their investment advice. Madison maintains a copy of its Code of Ethics adopted and implemented pursuant to SEC Rule 204A-1. Clients may obtain a copy of Madison’s Code of Ethics upon request by contacting the Chief Compliance Officer at 212-688-1964. B. Principal and Cross Transactions. To the extent permitted by applicable law (including the appropriate client consents), Madison may enter into transactions to purchase holdings from Funds at their end of life to accelerate the timeline to close the Fund and return capital to investors more quickly or to sell holdings from a Fund which is warehousing a position to another Fund which is seeking exposure to the asset. In certain instances, and when deemed appropriate, Madison may obtain a fairness option to effectuate the transaction. Madison may direct a Fund to sell investments to another Fund, subject to applicable guidelines, terms outlined in the limited partnership agreement and determinations made by the Investment Committee when the transaction was consummated. If Madison engages in such transactions, it will receive no direct compensation in connection there with and will seek to comply with applicable law. Madison will disclose the dual capacity in which it is acting and will obtain necessary consents prior to effecting the transaction. Cross transactions include transactions between Funds advised by Madison. In all cases, if Madison engages in a cross transaction, it will do so if it believes it is in the best interest of all Funds participating in the transaction. This may have a potentially conflicting division of responsibilities to both parties to a principal or cross transaction. C. Investments in the same securities as Clients. As a general partner, limited partner or managing member of the general partners of each of the Madison Funds, or as a co-investor in investment vehicles, Madison and its related persons have direct or indirect beneficial interests in the assets owned

by the Madison Funds and share in any profits and losses generated by the Madison Funds’ investments. D. Trading in securities recommended to Clients. Madison has adopted policies and procedures reasonably designed to avoid conflicts of interest related to the personal trading of its employees through the use and maintenance of a securities screening list in which no related person may purchase or sell, directly or indirectly, for his or her own account or for any account in which he or she may have a beneficial interest, any security that appears on the list, without prior approval from Compliance. Included on the securities screening list are securities in the real estate sector as they can be investments or potential investments of the Madison Funds.

Madison is authorized by the Funds to select brokers to effect transactions on their behalf. Madison has established general criteria to determine which brokers are qualified to provide brokerage services, and considers, among others, the following relevant factors: • financial stability of the broker • the price of the security and the broker’s commission rates • research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis) • custodial and other services provided by such brokers that are expected to enhance the Firm’s general investment management capabilities • the broker-dealer’s expertise in the specific securities or sectors in which Madison seeks to trade • the extent to which the broker-dealer makes a market in the securities involved or has access to such markets • liquidity of the market for the security • the likely market impact of the order and Madison’s opinion as to which brokerdealer is best able to handle the order with minimum adverse market impact • the broker-dealer’s promptness of execution • the broker-dealer’s reputation for diligence, fairness and integrity • confidentiality considerations • the broker-dealer’s ability and willingness to correct errors • the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction • the size and type of the transaction • the operational facilities, infrastructure and technology of the brokers and/or dealers involved (including back-office efficiency) • the ability to handle a block order for securities and distribution capabilities. Madison also seeks to obtain “best execution” of the securities transactions effected for its Funds. To fulfill this obligation, Madison seeks to execute securities transactions in such a manner that the total cost or proceeds in each Fund transaction is the most favorable under the circumstances. In seeking best execution, Madison considers the full range and quality of a broker’s services including, among other things, the value of research provided as well as execution capability, commission rate, the frequency and severity of errors made by each broker, or disputes with each broker, and the time/effort it took to resolve such errors/disputes, purpose behind using said broker, unusual trends (such as higher than usual commission rates or volume of business), potential conflicts of interest, financial responsibility, and responsiveness. In addition, Madison considers the benefit of spreading certain trades among multiple brokers. Madison does not currently receive any soft dollar benefits from broker-dealers, however, in the event Madison wishes to receive research from broker-dealers in the future, it will do so in compliance with Section 28(e) of the Securities Exchange Act of 1934.

In addition, Madison does not receive client referrals from broker-dealers utilized to execute Fund transactions, nor does it participate in directed brokerage arrangements. There are certain situations where multiple Madison Funds are actively engaged in purchasing or selling the same security. In these instances, trades will be aggregated to ensure any economic benefits are allocated proportionately to the Funds. Treatment of Errors Madison’s policies and systems have been reasonably designed to minimize potential errors when managing client assets. While Madison employs policies and procedures to avoid errors, it should be noted that any policy and procedure developed could not possibly anticipate every potential error. For example, errors may occur in the investment decisionmaking process, in the trading process, hedging activities, or as operational or settlement errors. We try to identify such errors as soon as possible, correct them, including reallocation where appropriate, and document the occurrence. Depending on the error's type and severity, the firm will typically review whether a potential systemic weakness exists which requires adjustment to prevent re-occurrences of such errors.

There is no person, other than the Funds, that provides any economic benefit to Madison for providing investment advice or other advisory services to the Funds. In addition, neither Madison nor any of its related persons compensate any person who is not a supervised person (employee) of Madison for client referrals. Madison does compensate placement agents for soliciting Fund interests to prospective investors. The compensation paid generally consists of a cash payment computed as a percentage of asset management fees received from such placement activity, although other methods of computation or payment may be used. These arrangements are intended to comply with the applicable rules and regulations of the Advisers Act and the Securities Act. Fund organizational documents provide details of how the costs of any placement arrangements are allocated. Madison may either compensate these placement agents directly or placement agent fees may be paid initially by a Fund, but such payment generally (depending on the terms of such Fund) shall reduce dollar-for-dollar the subsequent installment of the management fee payable by the Fund to Madison. Fund investors should be aware that the receipt of compensation by a placement agent may create a conflict of interest and may affect the judgment of the placement agent when making a recommendation for an investment with Madison.

Madison has not been involved in any legal or disciplinary events that it believes would be material to a Fund, Fund investor, or a prospective Fund investor’s evaluation of our investment advisory business or the integrity of management.

Certain members of Executive Management along with certain members the Investment Team and the Portfolio Management Team regularly monitor Fund holdings and monitor asset performance from acquisition projections, including macro and geo-political developments which could have an impact on the projected performance of assets held by the funds. The Investment and Portfolio Management Teams meet regularly to review holdings and asset performance based upon actual and projected net income at the asset level, including capitalization rates and its impact on valuations.

Madison is generally deemed to have custody over client assets with respect to each private fund that it manages. When applicable, cash and securities are maintained at a financial institution that meets the definition of qualified custodian under the Advisers Act. See Form ADV Part 1 for a complete list of qualified custodians for each Fund. In addition, Madison intends to ensure that the audited financial statements of each Fund are prepared in accordance with U.S. GAAP (or IFRS as allowable for partnerships organized outside the United States) and distributed to all Fund investors within 120 days of the end of the Fund’s fiscal year. The audits are performed by an accounting firm registered with, and subject to regular inspection by the PCAOB in accordance with its rules.

Madison generally has sole investment discretion over the Funds in accordance with the partnership agreements, investment management agreements and other organizational documents of each Fund. Any limitations or restrictions to this discretion, including investment objectives and guidelines would be detailed in the agreements and organizational documents above with respect to each Fund, and potentially in side letters with certain investors who may have specific investment restrictions. In situations where Madison does not exercise sole investment discretion, generally, Funds with one sole beneficial owner, the underlying investor has an investment opt-out period after being presented an investment opportunity.

Pursuant to each Fund’s partnership agreement, the general partner of each Fund is responsible for the management, policies and operations of each Fund. On behalf of the general partner of each of the Funds, Madison generally originates and recommends investment opportunities to the Funds, monitors and evaluates investments and provides other related services as each Fund may reasonably request. To the extent Madison exercises or is deemed to be exercising voting authority over the Fund securities, it shall vote those securities in accordance with its proxy voting policies and procedures. In such cases, each proxy proposal received by Madison will be thoroughly reviewed by Madison in order to ensure that such proxy is voted in the best interests of the Fund. Madison may occasionally be subject to material conflicts of interest in the voting of proxies due to business or personal relationships it maintains with persons having an interest in the outcome of certain votes. Madison may also occasionally have business or personal relationships with the proponents of proxy proposals, participants in proxy contests, corporate directors and officers, or candidates for directorships. In addition, conflicts may arise as a result of an investment being held in multiple Funds with differing investment objectives. If at any time, Madison becomes aware of a material conflict of interest relating to a particular proxy proposal, Madison will handle such proposal by requiring such proposal be reviewed by the Chief Compliance Officer and investment committee, who will determine how to vote the proxy in a manner consistent with the Funds’ best interest. Clients may obtain a copy of Madison’s proxy voting policies and procedures or additional information about how Madison voted securities upon request.

Madison does not require prepayment of more than $1,200 in fees, six or more months in advance, nor is it aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. In addition, Madison has not been the subject of any bankruptcy petition at any time during the past ten years.