Rockpoint Group

A. Description of Advisory Business and Principal Owners Rockpoint, founded in 2003, is a private equity real estate investment management firm that targets a broad range of real estate-related investments across a variety of asset classes and select geographic regions. Rockpoint is headquartered in Boston with additional domestic corporate offices in Dallas and San Francisco. The firm is currently led by managing members and co-CEOs Thomas F. Gilbane and Aric M. Shalev, who have been working and investing together for over two decades, managing member and executive chairman Keith B. Gelb, managing member and chief operating officer Daniel J. Domb, and managing member and head of investor relations Hank Midgley (together, the “Managing Members” or the “Management Committee”). Rockpoint Group L.L.C., together with its relying adviser Rockpoint Industrial Manager, L.L.C. (see Item 10), is referred to collectively as “Rockpoint.” Rockpoint currently provides discretionary investment advisory and management services for real estate private equity funds, single investor funds, and certain co-investment and parallel investment vehicles (the “Funds”). Rockpoint employs a fundamental value approach to investing and focuses on select product types located primarily in markets that share a common set of attributes, including: (i) strong and diverse long-term economic drivers; (ii) favorable demand/supply dynamics, and (iii) long-term liquidity. Rockpoint generally utilizes a consistent strategy across distinct return profiles through its opportunistic and growth and income investment programs. Rockpoint focuses on acquiring assets with intrinsic long-term value, at attractive prices relative to replacement cost and stabilized cash flows, and with particular emphasis on value creation opportunities and complex situations that offer attractive risk-adjusted returns due to inefficient pricing. The Funds are typically formed as limited partnerships with affiliate(s) of Rockpoint acting as the general partners of the Funds. An affiliate of Rockpoint is the managing member of each general partner. In certain cases, some of the investment vehicles used to facilitate Fund investments may have corporate or other structures that are not domiciled in the United States. Rockpoint is indirectly owned by its five Managing Members (including family trusts thereof) as well as certain investment funds managed by Blackstone Strategic Capital Advisors, L.L.C. (“BSCH”). BSCH has no authority over the day-to-day operations or investment decisions of Rockpoint but does have certain customary minority protection rights. Certain former employees of Rockpoint also own passive economic interests in Rockpoint.

B. Types of Advisory Services Rockpoint provides investment advisory and management services to the Funds. The Funds invest in a broad range of real estate-related investments. Rockpoint employs a “fundamental value” investment approach, leveraging Rockpoint’s strengths in sourcing and asset management to target attractive risk-adjusted returns. Rockpoint attempts to optimize risk-adjusted returns by focusing on acquisitions at discounted values relative to replacement costs, stabilized cash flows and comparable market sales, as well as avoiding opportunities where key value drivers are not real estate based. Rockpoint has broad discretion in making investments for the Funds. An affiliate of Rockpoint provides property management, construction management, project management, owner’s representative services, operating, office leasing, branding and other services to certain investments of certain Funds at market rates as verified periodically by independent third parties. Rockpoint anticipates that in the future, Rockpoint or one or more of its affiliates will provide additional services. See Item 10 for additional information.

4 | Advisory Business

Specific details relating to the advisory and management services provided to the Funds, including details relating to fees, liquidity rights and risks, amongst others, are fully disclosed in each Fund’s confidential offering memorandum, as supplemented from time to time, and their respective governing documents (e.g., limited partnership agreement(s)) (together, the “Offering Documents”). Currently, Rockpoint manages multiple funds. Rockpoint Real Estate Fund III, L.P., Rockpoint Real Estate Fund IV, L.P., Rockpoint Real Estate Fund V, L.P., Rockpoint Real Estate Fund VI, L.P., Rockpoint Real Estate Fund VII, L.P. and Heritage Fields Co-Investor Members, LLC (together with their parallel funds, the “Principal Investing Opportunity Funds” and, together with any co-investment or other related fund vehicles applicable thereto, collectively, the “Opportunity Funds”) and Rockpoint Growth and Income Real Estate Fund I, L.P., Rockpoint Growth and Income Real Estate Fund II, L.P., Rockpoint Growth and Income Real Estate Fund III, L.P., Rockpoint Residential Investment Holdings - N, L.P., Rockpoint Industrial Investment Holdings - A, L.P. (together with their parallel funds, the “Principal Investing Growth and Income Funds” and, together with Rockpoint SC Holdings, L.P. and its parallel funds and any co-investment or other related fund vehicles applicable to the foregoing, the “Growth and Income Funds”) comprise the majority of Rockpoint’s assets under management. For purposes of this Brochure, the “Principal Investing Funds” refers to the Principal Investing Opportunity Funds and the Principal Investing Growth and Income Funds. Each investor in the Funds must meet certain eligibility provisions whereby interests/shares are generally only offered to (i) U.S. investors who are (a) accredited investors within the meaning of Regulation D of the Securities Act of 1933, as amended (“Accredited Investors”) and (b) qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (“Qualified Purchasers”); and (ii) non-U.S. investors that meet comparable qualifications. Admission to the Funds managed by Rockpoint is not open to the general public. Rockpoint manages the Funds and anticipates in the future sponsoring other investment funds, single investor funds and single property vehicles, and has engaged, and may engage in the future, in other investment activities. Such other funds, accounts or vehicles have included and may include in the future, among others, publicly listed or openend funds and/or private funds or accounts focused on (i) debt investments, (ii) liquid or publicly traded investments, (iii) investments in real estate and real estate related assets suitable for lower risk, lower return funds such as investments within the “core” space, (iv) minority real estate investments, (v) investments in specific geographical areas outside of the U.S. and Canada, such as Europe, Asia and/or Latin America and (vi) investments in companies, even if such companies have substantial real estate holdings or otherwise operate in the real estate or real-estate related industries. See Item 10 for additional information.

C. Tailoring of Advisory Services Rockpoint does not tailor its advisory services to the individual needs of its Funds’ investors, and the investors generally cannot impose restrictions on Rockpoint’s ability to invest in certain types of investments or securities, except to the extent set forth in the Offering Documents or in side letters with certain of the Funds’ investors.

D. Wrap Fee Program Rockpoint neither offers nor participates in wrap fee programs.

4 | Advisory Business

E. Assets Under Management Rockpoint has discretionary authority for all regulatory assets under management (“AUM”). Consistent with SEC guidance, the regulatory AUM includes committed capital which its Funds’ investors are obligated to invest when “called” by Rockpoint. As of December 31, 2025, the regulatory AUM of Rockpoint was $13,042,546,969. Rockpoint does not currently plan to manage any client assets on a non-discretionary basis but may do so in the future.

5 | Fees and Compensation

A. Rockpoint’s Compensation Investors and prospective investors in the Funds should refer to the Offering Documents of the applicable Fund for a detailed description of the investment management fee calculations and distribution waterfall priorities providing profit based distributions.

B. How Rockpoint Collects Fees Management fees and servicing fees for each Fund are paid by such Fund in respect of the investors of such fund or billed to the investors of such Fund and, in each case, paid in arrears on the last day of each calendar quarter to Rockpoint or an affiliate. For purposes of clarification, Rockpoint does not deduct management fees directly from the bank accounts of its investors. In the event Rockpoint only advises a Fund for a portion of any quarter, the management fee for such quarter is prorated. Except as described below, Rockpoint or an affiliated entity receives management fees based on the applicable Fund’s aggregate capital commitments during its investment period and is generally based on invested capital thereafter, until the end of its term. Rockpoint provides incentives and discounts (including early closer, repeat investor and larger investor discounts) to some investors. Rockpoint or an affiliated entity has in the past and expects in the future, in its sole discretion, to waive or reduce the management fees to be paid by any investor, including but not limited to investors that are principals, employees or affiliates of Rockpoint, or relatives of such persons, and for certain large or strategic investors. Rockpoint or an affiliated entity receives servicing fees from certain Funds based on the applicable Fund’s capital commitments by investors with capital commitments of less than $5 million and third-party investment vehicles formed for the purpose of aggregating unaffiliated investors. Rockpoint or an affiliated entity has in the past, and expects to in the future, in its sole discretion, waive or reduce the servicing fees to be paid by any investor, including but not limited to investors that are principals, employees or affiliates of Rockpoint, or relatives of such persons, and for certain large or strategic investors. In addition, Rockpoint or an affiliated entity has in the past and may in the future, agree with an investor to increase the servicing fee to be paid by such investor. Rockpoint or an affiliate also receives, to the extent applicable, performance-based distributions from the Funds. Please see Item 6 below and the Offering Documents of the applicable Fund for a detailed description of the performance-based distribution calculations and the distribution waterfall.

C. Other Fees and Expenses As set forth in the relevant Offering Documents of the Funds, Rockpoint and its affiliated entities will pay the compensation and overhead expenses of the personnel who act on Rockpoint’s behalf. The Funds will be responsible for all fund-related expenses, including all travel and other out-of-pocket expenses incurred in connection with potential investments and the evaluation, acquisition, financing, developing, sourcing, bidding on, settling, holding, monitoring and disposition of any investment (including but not limited to renovation, repair, improvement, leasing, capital expenditures, environmental and property management expenses, engineering costs and studies, third-party appraisal and valuation expenses and title, casualty, liability and other insurance premiums including property, financial lines, brokerage, directors and officers, and errors and omissions coverage, sales, leasing, brokerage and construction fees and expenses, owner’s representative fees, loan servicing fees, hedging, currency conversions and

5 | Fees and Compensation

financing expenses, custodial expenses and similar costs), all litigation-related indemnification, investigation, arbitration, audit or settlement fees, costs and expenses, interest on and fees and expenses related to or arising from any Fund level indebtedness, all taxes and other charges, fees and duties imposed on a Fund or Fund subsidiaries, fees, costs and expenses in respect of and/or relating to attorneys, accountants, advisers, consultants (including sustainability consultants), fund administrators and custodians (including administrators that perform anti-money laundering or “know your customer” diligence in connection with the onboarding and ongoing participation of investors in the relevant Fund), valuation costs, expenses relating to FOIA requests, custodial (including record storage and destruction costs), compensation or reimbursement to which a non-affiliated alternative investment fund manager depositary, custodian, administrator and local agent, is entitled (including, for the avoidance of doubt, any costs and expenses incurred by Rockpoint) in connection with fulfilling its obligations in relation to SFDR and the AIFMD towards the relevant Fund and its parallel funds or feeder funds, broker-dealers, depositaries, administration (including any direct application service costs), reporting, printing and publishing, information technology (including software utilized for due diligence tracking, fund management and investment and portfolio management), research (including news and quotation equipment and services), market data, auditing, accounting, regulatory, portfolio and risk management; wind up expenses and the costs of reporting to investors and to governmental authorities with respect to investors, the Funds or the Funds’ activities and investments, and annual meeting (and other limited partner meetings) and the applicable Fund’s Advisory Committee expenses, including fees, costs and expenses of meetings with employees/representatives of the General Partner and its affiliates with one or more limited partners (including, in each case, travel (including first class and/or business class airfare), event, entertainment and other related fees, meal and lodging expenses of the Advisory Committee members and Rockpoint’s employees attending such meetings). Such Fund-related expenses will be borne by all limited partners of the relevant Fund, including those not in attendance at the annual meeting or other limited partner meetings. The foregoing list of fund-related expenses is not exhaustive. Ongoing fund expenses to be borne by the partners include, subject to relevant Fund documents and applicable regulations, costs that relate to organizational matters, such as costs and expenses of administering and complying with the relevant partnership agreement of the Fund and side letters entered into with investors (including the process of distributing and implementing applicable elections pursuant to any “most favored nations” clauses in side letters and complying with customized reporting provisions); regulatory and compliance expenses, including expenses associated with (i) the preparation of the Funds’ financial statements, tax returns and Schedule K-1s, and the representation of the Funds or the partners by the tax matters partner and the partnership representative and (ii) Form PF and other reports and notices to be filed with the U.S. Securities and Exchange Commission, U.S. Commodity Futures Trading Commission, U.S. Treasury forms and compliance with the Foreign Account Tax Compliance Act (FATCA) and the Alternative Investment Fund Manager Directive (the “AIFMD”) (including any notices, reports and/or filings required under the AIFMD, the Sustainable Finance Disclosure Regulation (the “SFDR”) and any related regulations, and other regulatory filings, notices or disclosures of Rockpoint and/or its affiliates relating to the Funds and the Funds’ activities) and other applicable non-U.S. registrations or applications, filings, reports, disclosures and notices (and ongoing reporting requirements relating thereto) or similar requirements of jurisdictions in which the Funds engage in activities (or in which any actual or potential investor is resident or established), including any notices, reports or filings (including those in connection with the offering of interests in the Funds and costs associated with the marketing passport provided for in accordance with the AIFMD and any related regulations, costs, expenses, charges or fees of an internal nature, or SFDR, and/or other regulatory filings related to the Funds and their activities); fees, costs and expenses of third parties incurred in connection with the energy and sustainability related programs and incentive with respect to the relevant Fund; fees, costs and expenses relating to valuation, appraisal, lending, loan servicing, banking, investment banking, advisory, consulting, brokerage and prime brokerage services, and fees, costs and expenses relating to experts (including networks thereof), operating partners

5 | Fees and Compensation

and third-party professionals and other service providers; costs and expenses of insurance (including title, brokerage and oversight thereof); fees, costs and expenses related to the organization or maintenance of any entity (including intermediate entities or other vehicles through which the Funds or their investors directly or indirectly acquire, hold or dispose of any portfolio investment, or entities otherwise facilitating the Funds’ investment activities); fees, costs and expenses associated with any third-party examinations or audits (including other similar services) of the Funds, the general partners and Rockpoint that are attributable to the operation of the applicable Fund or requested by limited partners of such Fund and unreimbursed out-of-pocket expenses incurred in connection with any actual or proposed transfer of interests in the relevant Fund. Out-of-pocket travel and entertainment expenses borne by the Funds include first class and/or business class airfare, first class lodging, ground transportation, travel and premium meals and entertainment events with investment partners and service providers (including closing dinners) and related costs and/or expenses incidental thereto. Additionally, Rockpoint has the right under the relevant Fund’s Offering Documents to be reimbursed for expenses for meals and transportation for Rockpoint employees that work late or on weekends with respect to Fund-related matters. Since co-investment vehicles arise only in connection with consummated investments that need co-investment capital, co-investment vehicles do not bear expenses of unconsummated investments. Accordingly, the Principal Investing Funds bear all the out-of-pocket expenses incurred in connection with unconsummated potential investments (or so-called broken deal expenses) even if co-investment vehicles would have invested in the investments if they were consummated. Rockpoint or an affiliate of Rockpoint provides accounting, reporting, printing and publishing, data processing, legal, engineering, environmental, investment-level management and servicing (including insurance servicing and oversight thereof), market research, and other similar services to the Funds, their portfolio entities and properties that would otherwise be performed by third parties. In such event, the Funds will reimburse Rockpoint at cost for such services, including employment costs and related overhead expenses (including payroll expenses and the costs of employee benefits) for certain financial, legal and reporting professionals employed by Rockpoint, as reasonably determined by Rockpoint, provided that such reimbursements will not exceed the amount payable if such services were provided by third parties on an arms’ length basis. Such reimbursements do not offset management fees. The methodology for determining the relevant reimbursement amounts for Rockpoint personnel for such services include (i) requiring personnel to periodically record or allocate their historical time between the Funds (or as between Fund(s) and Rockpoint), (ii) Rockpoint approximating the proportion of certain personnel’s time spent on particular Fund(s) or (iii) other similar methodologies determined by Rockpoint to be appropriate under the circumstances. In the event these fees and cost reimbursements exceed a specified amount for a Fund, the general partner(s) will report these costs and reimbursements, as required by the relevant Fund’s Offering Documents, to the applicable Fund’s Advisory Committee (please refer to the applicable Fund’s Offering Documents for more information on its Advisory Committee and the reporting of such expenses). The portfolio entities and/or Funds pay additional fees to or reimburse expenses of certain Rockpoint affiliates, which will be for the sole benefit of Rockpoint or its affiliates and will not be shared with the Funds through the offset of management fees or otherwise. Rockpoint’s affiliate Rockhill Management, L.L.C. (“Rockhill”) provides property management, construction management, project management, owner’s representative services, operating, office leasing, property, title and/or other types of insurance, mortgage servicing, credit origination, loan servicing, data management and services, branding and other services to several Principal Investing Funds and expects to provide such services to future Funds organized by Rockpoint (and parallel, co-investment or related fund vehicles in each case, as applicable), which are paid for by the Funds (or their underlying portfolio entities) pursuant to the applicable partnership agreement and at rates set forth in the applicable partnership agreement that will not exceed market rates payable for such services without the consent of the applicable Advisory Committee. Notwithstanding the foregoing, to

5 | Fees and Compensation

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A. Analysis and Strategies Investment Strategies As specifically described in each Fund’s Offering Documents, Rockpoint offers investment advisory and management services with regard to a broad range of real estate-related investments. Rockpoint employs a consistent, fundamental value investment approach that typically involves (i) acquiring assets at compelling cost bases relative to replacement cost and stabilized cash flow, and (ii) identifying opportunities where it believes it can add value at the asset level through proactive asset management and strategic property management. Rockpoint also focuses on increasing cash flows and adding value at the asset level by proactively repositioning underutilized assets, implementing appropriate capital expenditure programs, leasing tenant spaces, undertaking other revenue enhancement initiatives, and managing operating expenses. Fund investments will focus on select markets in the United States that share a common set of attributes, including: (i) strong and diverse economic drivers; (ii) relative constraints on new supply; and (iii) long-term liquidity. Rockpoint, however, may also invest outside of these markets and property types, including in secondary U.S. markets and other asset classes to target additional investments that Rockpoint believes will generate attractive returns on a riskadjusted basis. Rather than adhering to a prescribed portfolio, market or geographic allocation, Rockpoint seeks to deploy capital across product types and submarkets that it believes will generate compelling risk-adjusted returns given the market conditions at the time. Investment Process Rockpoint follows an “end-to-end” process whereby Rockpoint typically is involved from transaction sourcing and underwriting of investment opportunities to managing the investments through their ultimate disposition. Key aspects of this process include: Transaction Sourcing The Rockpoint team includes investment professionals with experience in the primary markets in which Rockpoint invests. These professionals maintain and continue to build substantive industry relationships with advisers, agents, operating partners, investors, lenders, corporations and other institutional owners of real estate. Rockpoint believes that the tenure and cohesiveness of the Rockpoint team, combined with its experience investing across property types, capital structures and geographies, enhances Rockpoint’s ability to competitively source attractive new opportunities. Disciplined Underwriting and Due Diligence Once a potential investment opportunity is identified, a Rockpoint team (generally consisting of one or more Managing Members, senior managing directors, managing directors or directors, a vice president, an associate and a legal professional) undertakes a rigorous and collaborative due diligence and underwriting process, which culminates in a formal approval process. As part of this process, the attractiveness of the investment opportunity and associated risks of the transaction are determined through a combination of site inspections, market analysis, operating projections

and related sensitivity analyses, engineering and environmental assessments, entitlement analysis, and a thorough understanding of the capitalization and structural options available (including the ERISA and tax implications of such options). Iteratively and informally, the Rockpoint professionals have ongoing discussions with the Management Committee to address potential concerns and risks associated with the investment opportunity. Importantly, during the diligence process, the team evaluates the opportunity’s attributes to determine the appropriate fund strategy for the investment. The Investment Allocation Protocol, as defined and discussed further in Item 10 – Other Financial Industry Activities and Affiliations – Other Rockpoint Funds; Allocation of Investment Opportunities, is completed and presented to the Management Committee for review and determination of the potential investment’s suitability for Funds. Finally, the results of the due diligence review, financial analysis, internal discussions, and allocation analysis are compiled in a detailed memorandum, which is formally presented for discussion to the Investment and Management Committees. The Management Committee has the final authority to approve the investment decision after consultation with the Investment Committee. Establishment of Appropriate Capital Structure During the underwriting process, consideration is given to both unleveraged and leveraged returns based on the unique risk return profile of the asset. Rockpoint seeks to optimize the capital structure of each investment, balancing leveraged returns against asset-level risk, debt-service coverage ratio and other considerations, while also taking into consideration economic and non-economic factors. Financing is also considered at the fund level, such that fund-level exposure to recourse debt and cross-collateralized debt is avoided or limited. Transaction Structuring When selecting a transaction structure for any single investment, Rockpoint often maintains equity ownership of real estate assets. By doing so, Rockpoint is better positioned to retain control over major decisions related to an investment, thereby enabling Rockpoint to maximize and leverage the depth and breadth of its experience and expertise in adding value to the investment. Rockpoint has also developed areas of expertise investing without direct equity ownership. These areas include: (i)

originating subordinated loans or preferred equity investments;

(ii)

acquiring first mortgage interests or mezzanine loans at discounts; and

(iii) utilizing debt and debt-like investments in instances where it believes: (a) there may be a unique opportunity to own real estate at a very attractive cost basis in a distressed/restructuring situation; or (b) it is possible to generate compelling returns while mitigating downside risk when compared to an equity investment. Hands-On Asset Management During ownership of a property, Rockpoint generally actively manages the investment, leveraging operating partners when appropriate. Utilizing a hands-on approach, Rockpoint’s investment professionals drive the execution of the investment strategy, seeking to maximize cash flow through proactive and hands-on management of operating expenses, implementation of appropriate capital expenditure programs, repositioning under-utilized assets, re-leasing vacant space and other revenue enhancement initiatives. To complement its personnel, Rockpoint engages, when appropriate, third parties, including engineers, attorneys, architects and consultants to help it successfully implement the strategy developed for each investment.

Focused Property Management During ownership of a property, Rockpoint proactively engages either its affiliated property-level service company, Rockhill, or third parties as appropriate, to execute the business plan for the investment and to provide property-level services, which may include but not be limited to, property management, construction management, project management, owner’s representative services, operating, office leasing, branding and other services. Rockpoint believes that strategic property management, which focuses on personalized and responsive service, premium amenities, and proactive relationship management, results in improved tenant retention and lower overall capital expenditures at the asset level, which in turn drives returns to investors. Risk Management Throughout the lifecycle of each Fund, Rockpoint seeks to identify, manage and mitigate various risks in order to maximize the potential of achieving each Fund’s investment objectives. Rockpoint generally conducts extensive due diligence, which serves as its primary risk management tool. Rockpoint is focused on managing the risks associated with the Funds’ portfolio entities and monitors the risk level of these companies’ profiles on an ongoing basis. In addition to the consideration of risk factors associated with each investment within a Fund, Rockpoint has implemented a risk management program that includes, among other features, specialized environmental, ERISA and tax counsel, a comprehensive master insurance policy, financial controls and a centralized signature policy. Following Investment Restrictions As dictated in each Fund’s Offering Documents, the Funds are generally restricted on the amount of aggregate capital commitments they can make (i) in a single investment, (ii) outside the United States and in certain emerging markets, (iii) in unentitled land and (iv) in certain funds, in moderate risk-development projects. Deliberate Focus on Dispositions and Recapitalizations Although at the time each investment within a Fund is made, a target hold period is established, Rockpoint has taken, and may take advantage in the future, of opportunities to realize gains and/or reduce risk. This is central to Rockpoint’s investment return objective of being able to return capital to investors on a timely basis. Risk of Loss Investments in the Funds entail numerous risks of varying degrees of risk which should be undertaken only by investors capable of evaluating and bearing them. Risks include the potential loss of some or all of an investor’s capital investment. Please refer to Item 8.B (below) and each Fund’s Offering Documents for more comprehensive information on risks.

B. Material Risks Investments in the Funds entail a variety of risks, each of which is unique in degree. These risks should be undertaken only by investors capable of evaluating and bearing them. Discussed below are some, but not all, risks associated with investing in the Funds. THE RISK FACTORS DISCUSSED HERE DO NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL RISKS ASSOCIATED WITH OUR INVESTMENT STRATEGIES OR THAT ARE APPLICABLE TO INVESTORS IN OUR FUNDS. For a more comprehensive disclosure of the potential risk factors associated with investing in a particular Fund, prospective investors should refer to the risk factors listed in that Fund’s Offering Documents, together with all of the other information included in the Offering Documents, before making an investment decision.

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As noted under Item 4, Rockpoint provides investment advisory and management services to real estate private equity funds, single investor funds, and certain co-investment and parallel investment vehicles. Each Fund’s investors must meet the eligibility provisions outlined in Item 4.B. Also, as set out in the respective Fund’s Offering Documents, each Fund’s investors may be subject to a minimum initial investment amount, subject to increase, decrease or waiver at the discretion of Rockpoint. Investors in the Funds may include, but are not limited to, pension plans (corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds of funds), trusts, estates, charitable organizations, insurance companies, asset management firms, corporate or business entities, and high net worth individuals. In addition, Rockpoint has and may in the future organize co-investment and parallel investment vehicles to accommodate the specific legal, tax or regulatory needs of certain investors. In general, Rockpoint has established and managed and may establish and manage in the future co-investment and parallel investment vehicles with respect to a particular investment if Rockpoint determines that an investment would either result in a Principal Investing Fund exceeding investment restrictions of such Fund or cause such Fund to be overexposed to a type of property or geographic location based on such Fund’s then-existing portfolio composition or that the risk profile of such investment opportunity is not appropriate for a full allocation to the Principal Investing Fund. Rockpoint has in the past and may in the future also determine to offer co-investment opportunities to existing limited partners, third-party or other strategic investor(s) to the extent Rockpoint determines that such investor would potentially provide a strategic benefit to a particular investment or a Principal Investing Fund. See Item 10 for additional information.

Methods of Analysis, Investment

A. Performance-Based Distributions Rockpoint recognizes its responsibility to act in the best interests of the Funds and their investors. Further, Rockpoint recognizes that it must treat all Funds and their respective investors fairly and must refrain from favoring one Fund’s or one investor’s interests over another’s. As noted in Item 5.B (regarding fees), Rockpoint or an affiliate have received and may in the future receive performance-based distributions from the Funds. Rockpoint Real Estate Fund IV, L.P. and each Opportunity Fund thereafter, and Rockpoint Growth and Income Real Estate Fund I, L.P. and each Growth and Income Fund thereafter (including any parallel, co-investment or related fund vehicles in each case, as applicable), use “European Style” distribution “waterfalls” under which aggregate capital contributions (in respect of realized and unrealized investments), management fees and a preferred return on capital are paid or returned to limited partners prior to performance-based distributions being made to Rockpoint or an affiliated entity. Under the “American Style” waterfalls of prior Principal Investing Funds, Rockpoint or an affiliate receives periodic performance-based distributions with respect to a particular investment at the time of a corresponding distribution of cash to the investors, provided fund investors’ capital contributions in respect of such investment and a preferred return thereon are received. Rockpoint or an affiliated entity may in its sole discretion waive or reduce the performance-based distributions to be paid by any investor, including investors that are principals, employees or affiliates of Rockpoint, or relatives of such persons, and for certain large or strategic investors. Each of the Funds contains performance-based distributions for the applicable Rockpoint affiliate. The possibility that Rockpoint may receive performance-based distributions creates a potential conflict of interest in that it may create an incentive to make investments that are riskier or more speculative than in the absence of such performance-based distributions. Prior to making an investment, each Fund’s investors are provided with clear disclosure (via the applicable Offering Documents) as to how performance-based distributions are calculated and paid with respect to a particular Fund. Fund investors and potential investors are strongly encouraged to carefully review the applicable Fund’s Offering Documents for more detail on: (i) how the performance-based distributions of each Fund are calculated and paid, including the associated methodology for valuing each Fund’s investments; and (ii) the risks and conflicts associated with performance-based distributions.

B. Side-by-Side Management Rockpoint manages Funds with overlapping strategies and investment periods from time to time. In addition, in certain cases, parallel, co-investment or other fund vehicles related to a primary Fund may have variations in compensation structures. Variations in compensation structures between Funds that are concurrently investing could create incentives for Rockpoint to allocate investments (or allocate greater percentages of an investment) in favor of Funds that pay performance-based compensation (or higher performance-based compensation) or management fees (or higher management fees). As discussed in Item 10, Rockpoint is highly focused on managing conflicts of interest.

6 | Performance-Based Fees and Side-bySide Management

Rockpoint has adopted policies and procedures designed to address and mitigate potential conflicts of interest in respect of any side-by-side investment management activities.

7 | Types of Clients

A. Broker Dealer Registration Neither Rockpoint nor its management persons are registered as a broker-dealer or a registered representative of a broker-dealer, nor does either party have any pending application to register.

B. Futures or Commodities Registration Neither Rockpoint nor any of its management persons are currently registered with the CFTC as a futures commission merchant, commodity pool operator, commodity trading advisor, or associated party of any of those, nor does Rockpoint or any of its management persons have any application to register as such. Rockpoint has filed registration exemptions under CFTC Regulation 4.13 with respect to the general partners of the Principal Investing Funds.

C. Related Persons Rockpoint serves as the manager of the Funds and, either directly or through affiliated entities, serves as the general partner (or in a similar capacity) to the Funds. Rockhill Management An affiliate of Rockpoint, Rockhill Management, L.L.C. (“Rockhill”), is or is expected to be engaged in the business of providing property management, construction management, project management, owner’s representative services, operating, office leasing, property, title and/or other types of insurance, mortgage servicing, credit origination, loan servicing, data management and services, branding and other services and provides such services to the Funds in respect of certain investments. In the case of certain Funds, including Rockpoint Real Estate Fund V, L.P., Rockpoint Real Estate Fund VI, L.P., Rockpoint Real Estate Fund VII, L.P., the Growth and Income Funds, Rockpoint SC Holdings, L.P., Rockpoint Residential Investment Holdings - N, L.P., Rockpoint Industrial Investment Holdings - A, L.P. and other Principal Investing Funds that may be organized and managed by Rockpoint in the future, Rockhill services are, or are expected in the future to be, provided for fees. In the case of other Funds, including Rockpoint Real Estate Fund IV, L.P. and other existing Principal Investing Funds, such services are provided at Rockhill’s cost (which may include the allocated portion of the compensation expenses of certain Rockhill employees determined pursuant to a reasonable allocation methodology). In all cases, without the consent of the applicable Fund’s Advisory Committee, the amounts charged to the Funds by Rockhill do not exceed market rates for such services as verified periodically by independent third parties. The permitted applicable terms of any such affiliate arrangements between Rockhill and the Funds are set forth in the relevant Offering Documents for the Funds, and all Rockhill engagements are subject to applicable service agreements with the Funds. Engagements of Rockhill by the Funds generally replace third-party services for the relevant expertise and, in Rockpoint’s judgment, such services in practice are provided at rates and in a manner that are more beneficial to the Funds than conventional third-party providers. Certain Rockhill personnel are former Rockpoint personnel. Fees paid to Rockhill solely benefit Rockhill (and accordingly Rockpoint) and are not shared with the applicable Funds holding investments for which such services are provided, and neither fees nor cost reimbursements paid to Rockhill offset Rockpoint management fees. To the extent that fees for Rockhill services solely benefit Rockpoint, a conflict could arise which causes the interests of Rockpoint to diverge from the interests of the Funds in the acquisition and

10 | Other Financial Industry Activities and Affiliations

ownership of investments for the Funds. For example, if Rockpoint or its principals are earning fees through Rockhill, Rockpoint could theoretically be incentivized to pursue investments for the principal purpose of generating such fees, with less regard for the long-term quality of the investment for the Funds and their investors. In addition, Rockpoint may be incentivized to engage Rockhill for a Fund investment in a circumstance where the engagement of an independent third party by such Fund would be appropriate or conventional. Rockpoint is strongly focused on the foregoing conflicts and has established a committee to analyze and review proposed and existing service engagements of Rockhill and procedures to identify, evaluate and mitigate potential conflicts arising in connection with the Rockhill relationship. Rockhill will periodically sponsor incentive programs for unaffiliated third parties, primarily for real estate brokers and leasing agents. The programs are designed to incentivize the brokers and/or leasing agents to generate interest in obtaining tenants to occupy vacant space in properties owned by the Funds. The incentive programs are designed primarily to benefit the Funds by securing leases as quickly as possible to generate revenue at the properties owned by the Funds. The incentive programs may include items such as meals, gifts, gift cards, vacation accommodations, and other items. The incentive programs are paid for as part of the marketing budget for each property. Since these expenses are paid by the individual property, the Funds will indirectly bear the cost of these programs. Other Potential Conflicts The investment activities conducted by Rockpoint on behalf of any of its individual Funds may be directly or indirectly competitive with the interests of other Funds, and conflicts may arise in determining whether an investment opportunity will be offered to any individual Fund. While Rockpoint’s intention is not to have Funds in their investment periods that have overlapping investment strategies, in certain cases, Rockpoint does, and expects to continue to, manage Funds which are investing concurrently. In addition, in limited circumstances, certain investment opportunities identified by Rockpoint may exhibit characteristics partially consistent with more than one such Fund investing concurrently. In such event, to ensure that investments are appropriately allocated in a manner consistent with the investment strategy (including risk and return profile) of an applicable Fund, Rockpoint will maintain a written allocation protocol setting forth pre-determined criteria and allocate investment opportunities in a fair and equitable manner based on such written protocols. Rockpoint is fully committed to allocating investment opportunities among the Funds in a manner that is fair and equitable. While advisory agreements between Rockpoint and/or its affiliates and the Funds also require Rockpoint and its affiliates to act in a manner that it considers fair, reasonable and equitable in allocating investment opportunities to the Funds, such advisory agreements do not otherwise impose any specific obligations or requirements concerning the allocation of time, effort or investment opportunities to each Fund or any restrictions on the nature or timing of investments for the proprietary account of Rockpoint, its affiliates or their respective principals or for other accounts which Rockpoint or its affiliates may manage. For example, Rockpoint professionals are not obligated to devote any specific amount of time to the affairs of a Fund, and Rockpoint and its affiliates are not required to accord exclusivity or priority to a Fund in the event of limited investment opportunities. For certain Fund investments, Rockpoint expects to raise Funds that co-invest alongside Principal Investing Fund transactions where Rockpoint determines that a particular investment would result in a Principal Investing Fund exceeding investment restrictions of the relevant Fund or cause such Fund to be overexposed to a type of property or geographic location based on such Fund’s then-existing portfolio composition or that the risk profile of such investment opportunity is not appropriate for a full allocation to the Principal Investing Fund. In general, Rockpoint provides co-investment rights on a priority basis to larger limited partners (so-called side car partners) within a

10 | Other Financial Industry Activities and Affiliations

particular Principal Investing Fund. Rockpoint could also determine to offer co-investment opportunities on a priority basis to third-party or other strategic investor(s) to the extent Rockpoint determines that such investor(s) would potentially provide a benefit to a particular investment or a Principal Investing Fund. As a result, limited partners who are not side car partners are less likely to be offered the opportunity to participate in any given co-investment, and third-party or other strategic investors may be provided co-investment opportunities instead of side car partners and/or other limited partners. Furthermore, Rockpoint could determine to limit the amount of any co-investment opportunity offered to side car partners to an amount that Rockpoint determines in its sole discretion is fair and reasonable for the side car partners, taking into account any one or more of the following considerations: (i) any applicable investment objectives, parameters, limitations and other contractual provisions relating to one or more side car partners, (ii) legal, regulatory, tax, accounting and other similar considerations, and (iii) such other considerations deemed relevant by Rockpoint (including, without limitation, the size, type, quality, liquidity and other terms of the investment, the nature and source of the investment, relative available capital, the sector, geography/location, expected return profile, expected distribution rates, anticipated cash flows, expected stability or volatility of cash flows, leverage profile, risk profile, portfolio concentration and diversification considerations (e.g., the investment amount would cause the side car partners to be overexposed to a given investment or a certain type of property or geographic location)). Rockpoint will generally have discretion in allocating any remaining amount of such co-investment opportunity after side car partners (and strategic investor(s), if applicable) have been given the opportunity to participate in such co-investment opportunity. Each Principal Investing Fund’s Offering Documents provide protocols for determining how Rockpoint determines and allocates co-investments, including (1) the circumstances under which a co-investment may arise, (2) which limited partners (e.g., side car partners) are expected to be provided co-investment opportunities to the extent the opportunity is not made available to all investors and (3) the circumstances under which third-party strategic investors are provided co-investment opportunities and the relevant reasons (e.g., strategic benefits, insufficient coinvestment capital, risk profile). The actual number of co-investment opportunities made available to the side car partners or to any other limited partners of a particular Principal Investing Fund may be significantly higher or lower than the number of co-investment opportunities made available to limited partners of prior or other Funds, and it is expected that investors who may have expressed an interest in co-investment opportunities may not be allocated any co-investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested by such investors or preliminarily targeted by Rockpoint. Since co-investment vehicles arise only in connection with funded investments that require such co-investment capital, co-investment vehicles do not bear expenses of unconsummated investments. Accordingly, the Principal Investing Funds bear all of the out-of-pocket expenses incurred in connection with unconsummated potential investments (or so-called broken deal expenses) even if co-investment vehicles would have invested in the investments if they were consummated. In certain cases, the fee structure of one Fund investing alongside of, or contemporaneously with, another Fund (such as Principal Investing Funds with concurrent investment periods, or Principal Investing Funds and co-invest vehicles) may be different and more or less advantageous to Rockpoint, which could incentivize Rockpoint to favor one Fund over another in respect of the allocation of an investment (or the relative portion of thereof). See Item 6 regarding side-by-side management. In addition, because the Funds are permitted under certain circumstances to co-invest with affiliates of the general partners, conflicts of interest may arise between Rockpoint, a Fund and such affiliates in respect of relative allocations of an investment opportunity between the Funds and Rockpoint affiliates. In the future, other instances may arise where the interests of Rockpoint or a Fund’s general partner(s) may conflict with the interests of such Fund and its investors.

10 | Other Financial Industry Activities and Affiliations

Read the rest in the brochure

A. Code of Ethics Rockpoint adopted a Code of Ethics designed to comply with its general duties and the requirements of Rule 204A-1 of the Advisers Act. The Code of Ethics is reviewed and updated as necessary from time to time and applies to all Supervised Persons (as such term is defined under the Advisers Act, and includes all full-time employees), each of whom is provided with a copy and is required to acknowledge their receipt and understanding of its contents upon hire and at least on an annual basis thereafter. Among its requirements, the Code of Ethics sets forth standards of business conduct that take into account Rockpoint’s responsibilities to: (i)

require Supervised Persons to place the interests of the Funds and their investors above their own interests;

(ii)

require Supervised Persons to comply with applicable federal securities laws and promptly bring violations of the Code of Ethics to the attention of Rockpoint’s Chief Compliance Officer (the “CCO”);

(iii) set forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons (as such term is defined under the Advisers Act). These requirements (all of which are in accordance with Rule 204A-1 of the Advisers Act) include providing the CCO with: (a) an initial securities holdings report; (b) an annual holdings report; and (c) quarterly transaction reports; (iv) address activities which may lead to or give the appearance of conflicts of interest or prohibited or unethical business conduct. This includes provisions relating to: (a) the confidentiality of client and investor information; (b) the protection of material, non-public information; (c) a prohibition on insider trading; (d) limitations on outside affiliations and disclosure of outside business activities; (e) limits for reporting gifts and business entertainment items (based upon what is reasonable and customary practice in the real estate industry); (f) the reporting of political contributions; (g) the reporting of certain personal real estate investments; and (v)

prevent and document any potential or actual conflicts of interest between employees, the Funds and their investors, and/or Rockpoint. In addition, Rockpoint expects to establish in the near future policies and procedures regarding the use of prediction markets by Supervised Persons as it relates to Rockpoint, the Funds and their investors.

11 | Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Investors and prospective investors may obtain a copy of Rockpoint’s Code of Ethics by contacting Ron Hoyl at (972) 934-7430 or by email at ron@rockpoint.com.

B. Participation or Interest in Client Securities Related persons of Rockpoint, including its principals, typically participate in the Funds through an investment into the applicable general partner (or other applicable related entity) of a particular Fund, which commits to a portion of the aggregate capital commitments of the Funds. A portion of such investment by such related persons through the general partner is typically funded by a credit facility dedicated for such purpose. While infrequent, related persons could also participate directly in the Funds. To the extent that Rockpoint and its related persons hold an indirect interest in a Fund through the general partner, such persons will have an economic interest that is the same or similar to the partnership interest of other investors in such Fund, and related persons of Rockpoint will accordingly be invested indirectly in securities and other investments that Rockpoint recommends to the Funds. When Rockpointrelated persons and personnel make investments in the Funds through the applicable general partner, their participation in the investments of the Funds generally reflects their proportionate shares of the capital of those Funds. Investments in the Funds made by Rockpoint related persons and personnel directly or through the applicable general partner may not be subject to the management fee or incentive-based distributions described in Item 5 above. Rockpoint related persons may also have opportunities to co-invest (including co-investment vehicles organized for, and made available to, third parties or proprietary vehicles as discussed in Item 10), and conflicts of interest may arise between Rockpoint, a Fund and co-investing affiliates in respect of the participation of Rockpoint and related persons in Fund investments in such context. For example, for an attractive investment, Rockpoint could be incentivized to favor proprietary vehicles, notwithstanding the fact that a co-investment vehicle in which Rockpoint personnel participate may not generate (or generate less) incentive-based compensation. Please see Item 10 – Other Financial Industry Activities and Affiliations for a list of investment related potential conflicts, including, in particular, “Other Rockpoint Funds; Allocation of Investment Opportunities” describing conflicts related to allocation of investment opportunities among the Funds and co-investors. Rockpoint has adopted policies and procedures reasonably designed to address such potential conflicts of interest.

C. Personal Securities Investing As noted in Item 4, Rockpoint primarily offers investment advice with regard to a broad range of private real estaterelated investments, rather than advice and execution with respect to publicly-traded securities. In certain cases, Rockpoint related persons engage in personal securities investing transactions (including both public and private investments), including conceivably in respect of securities recommended to a Fund. Each such related person transaction is separately identified and made strictly in accordance with Rockpoint’s Code of Ethics and the terms of the Offering Documents. In order to manage conflict of interests in respect of investments that may be appropriate for the Funds, Rockpoint’s Code of Ethics requires employees to obtain prior written approval from Rockpoint’s CCO before engaging in any transactions for his/her personal account that involve the direct or indirect purchase or sale of any privately offered security. Such employee transactions will be reviewed in the best interests of Rockpoint’s Funds and will be denied by the CCO if there is risk of potential material adverse consequences to the Funds. Rockpoint also restricts the personal trading of its Access Persons. In particular, Rockpoint maintains a restricted list containing the names of securities which employees are generally prohibited from trading. Rockpoint also maintains policies and procedures that are designed to prevent the misuse of material, non-public information and thus prevent

11 | Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

insider trading. All Rockpoint Supervised Persons are required to certify on an annual basis their compliance with such policies and procedures as well as the Code of Ethics. Please also refer to the responses in Items 11.A and 11.B.

D. Personal Securities Trading Please refer to the responses in Items 11.A, 11.B, and 11.C.

12 | Brokerage Practices

A. Research and Recommending Broker-Dealers 1. Research and Soft Dollar Benefits Soft Dollars As noted in Item 4, Rockpoint primarily offers investment advice with regard to a broad range of real estate-related investments, rather than advice and execution with respect to securities traded through broker-dealers. In light of this, Rockpoint, as a matter of policy, does not affect soft dollar transactions and does not enter into soft dollar arrangements with respect to transactions for any Fund. If Rockpoint determines to use soft dollars in the future, it will endeavor to do so within the “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934 and implement appropriate policies and procedures at that time. Although Rockpoint receives proprietary research from certain brokerage firms, it does not take the value of such research into account in selecting brokers. Nonetheless, Rockpoint owes each of its Funds certain duties which obligate it to act in their best interest and those of the associated investors. Should best execution obligations arise, Rockpoint will execute securities transactions in a manner that seeks to achieve net results that it believes are the most favorable under the circumstances. Best Execution Although Rockpoint principally invests in private securities (often through and/or in conjunction with equity investments and debt arrangements) related to its real estate investments for the Funds, it may, from time-to-time purchase or sell publicly traded securities. Under those circumstances, Rockpoint seeks to achieve the “best price and execution.” In general, this means obtaining the best net results so that the relevant Fund’s costs or amounts received are most favorable under all of the circumstances. The factors determining best execution, include, but are not limited to, Rockpoint’s knowledge of negotiated commission rates and spreads currently available; the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security or instrument; confidentiality; the execution, clearance and settlement capabilities as well as the reputation and perceived soundness of the broker selected and other brokers considered; Rockpoint’s knowledge of actual or apparent operational problems of any broker; the broker’s or dealer’s execution services rendered on a continuing basis and in other transactions; and the reasonableness of spreads or commissions. When executing a transaction in any investment with or for a Fund, Rockpoint will take all reasonable steps to ensure that the counterparty is reliable and that the terms and circumstances of the transaction are the best available on the relevant market at the time of execution for transactions of the same size and nature. 2. Brokerage for Client Referrals Rockpoint does not receive client referrals from broker dealers or participate in directed brokerage arrangement with clients. 3. Directed Brokerage

12 | Brokerage Practices

Since Rockpoint does not typically buy and sell securities as part of its investment strategy, it does not routinely recommend, request, or require that a client direct Rockpoint to execute transactions through a specified brokerdealer.

B. Aggregation of Orders Rockpoint presently provides investment advisory and management services to a select and limited number of Funds. As such, there is no need to aggregate purchase or sale of securities for multiple client or investor accounts; however, Rockpoint may, but is not required to, aggregate orders to achieve more efficient execution or to provide for equitable treatment among Funds and their investors. Funds participating in aggregated trades would be allocated securities based on the average price achieved for such trades.

13 | Review of Accounts

A. Other Compensation Except as otherwise set forth in this Brochure, no person, other than the Funds, provides an economic benefit to Rockpoint in exchange for providing investment advice or other advisory services to the Funds.

B. Client Referrals Rockpoint has, from time to time, engaged the services of placement agents to assist Rockpoint in securing investors for its Funds. To the extent Rockpoint engages a placement agent, the fees charged by such placement agent are generally considered expenses of Rockpoint and not expenses of the applicable Fund, however, Rockpoint may opt to treat such fees as organizational expenses of the applicable Fund and allocate such fees proportionally among the investors solicited by the placement agent, in which case, the management fees payable by such investors will be reduced on a dollar-for-dollar basis by the amount of the placement or other similar fees that Rockpoint allocated to such investors. Compensation paid to placement agents in connection with an investor commitment is fully disclosed to that investor, consistent with applicable law, and all such engagements and referral activities are conducted in accordance with Rule 206(4)-1 of the Advisers Act (the Marketing Rule) and other applicable securities laws.

15 | Custody

Neither Rockpoint nor its management persons have been involved in any legal or disciplinary events that are material to an investor’s evaluation of Rockpoint’s advisory business or the integrity of its management.

10 | Other Financial Industry Activities and Affiliations

Other Financial Industry Activities and Affiliations

A. Review of Client Accounts The Managing Members of Rockpoint and other Rockpoint professionals monitor the performance of Fund investments on a regular basis, including the evaluation of additional investment opportunities. These professionals monitor operations, financial performance and strategic direction of each investment owned by the Funds. Rockpoint, via the relevant Fund’s general partner, establishes an “Advisory Committee” for each Fund whose voting members consist of investor representatives. The Advisory Committees ordinarily meet with the relevant Fund general partner(s) on at least an annual basis and at their discretion. Items and matters which the Advisory Committee considers and acts on include, but are not limited to: (i)

the financial statements of a Fund for such fiscal quarter delivered pursuant to the respective Fund’s Offering Documents;

(ii)

the status of certain outstanding investments and the economic and financial trends and conditions affecting investments generally;

(iii) valuation of Fund investments and methods of valuation; and (iv) any matters required to be disclosed to the Advisory Committee pursuant to the respective Fund’s Offering Documents. Rockpoint recognizes the importance of appropriately valuing Fund investments. With respect to each Fund, Rockpoint has established valuation policies and procedures designed to be consistent with the valuation methodologies set forth in each Fund’s Offering Documents. Rockpoint’s valuation process includes, on a regular, ongoing basis, the input and review of valuation experts that are part of an established independent third-party auditor. Valuation methods, inputs and the pricing of events (such as an impairment, a sale, a recapitalization, or a public offering) that produce a realized or unrealized gain or loss that may be recognized are inherently subjective. There may be situations in which Rockpoint’s valuation procedures could adversely affect an investor’s interest.

B. Factors Triggering Review See Item 13.A.

C. Content and Frequency of Regular Reports Generally, Fund investors will receive quarterly unaudited reports of Fund performance and capital account balances from the relevant Fund’s administrator and annual audited financial statements consistent with the requirements of each Fund’s Offering Documents. Currently, Rockpoint and/or its affiliate(s) acts as the administrator for each Fund. Each Fund investor is also provided annual audited financial statements.

14 | Client Referrals and Other Compensation

Pursuant to Rule 206(4)-2 (the “Custody Rule”) Rockpoint and/or its affiliate(s) are deemed to have custody of the underlying assets of the Funds by virtue of its status as investment adviser and manager and/or general partner of limited partnerships (i.e., the Funds). Rockpoint expects to rely on an exception to the statement delivery, notification and surprise exam obligations under the Custody Rule by (i) making each Fund undergo a year-end audit by an independent accounting firm registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and (ii) distributing the audited financial statements to each limited partner of the Funds within 120 days of the Funds’ fiscal year end (generally by April 30).

16 | Investment Discretion

As dictated by each Fund’s Offering Documents, Rockpoint has full discretionary authority to manage the Funds and therefore does not require, and does not seek, approval from the Funds or the investors in the Funds with respect to its investment decisions. Each Fund’s investment strategy is set forth in detail in its respective Offering Documents and/or additional governing documents (if any). Individual investors in the Funds generally cannot impose limitations on Rockpoint’s discretionary authority or Rockpoint’s ability to invest in certain types of investments or securities, except to the extent set forth in the Offering Documents or in side letter agreements with certain Fund investors. Prospective investors are provided with a Fund’s Offering Documents prior to their investment and are encouraged to carefully review all offering materials and to be sure that the proposed investment in a Fund is consistent with their investment goals and tolerance for risk. Prospective investors must also execute a subscription agreement, in which they make various representations including representations regarding their suitability to invest in that privately placed investment pool.

17 | Voting Client Securities

Rockpoint or an affiliate, as the investment adviser to the Funds, exercises voting rights in respect of Fund investments. While ordinarily the Funds do not hold securities for which proxy voting is required, if such circumstance were to arise, Rockpoint will vote proxies or corporate actions based on what it considers to be in the best financial interest of the Funds and their investors. For the avoidance of doubt, Rockpoint investors cannot direct Rockpoint’s proxy voting decisions. Rockpoint recognizes that it could be subject to 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. Rockpoint and/or its supervised persons 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. Generally, the CCO will review all proxy proposals in order to identify potential conflicts of interest. If the CCO determines that Rockpoint has a material conflict of interest (or potential conflict) with respect to any issues presented by a proxy, Rockpoint will take appropriate steps to mitigate the conflict. Similarly, in the event that it is determined that abstaining from a vote is in the best interest of a Fund’s limited partners, Rockpoint will abstain accordingly. The steps to mitigate a potential conflict may include consulting with outside legal counsel, disclosing the conflict to the relevant Fund’s investor advisory committee (as described in such Fund’s governing documents) and requiring any conflicted individual to recuse him/herself from the determination as to how to vote the proxy. Rockpoint has adopted proxy policies and procedures that it believes are reasonably designed to comply with the supervision and recordkeeping requirements of Rule 206(4)-6 of the Advisers Act. To receive a copy of Rockpoint’s proxy policy and voting records, please contact the CCO, Ron Hoyl, at (972) 9347430 or by email at ron@rockpoint.com.

18 | Financial Information

A. Prepayment of Fees Rockpoint does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance.

B. Financial Condition Rockpoint is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

C. Bankruptcy Rockpoint has never been the subject of a bankruptcy petition.