Intercontinental Real Estate Corporation: investment adviser

These interests in real estate currently include the purchase of real property through fee simple and leasehold interests and the acquisition of interests in real estate related joint ventures and may include, without limitation, the acquisition of interests in real estate through other investment vehicles; the making of mortgages encumbering real property; and the purchase, sale and management of performing and non-performing loans which consist primarily of loans secured by real estate. Time in Business Intercontinental initially registered with the SEC on July 23, 1999 and has been in the real estate business, together with its predecessor company, since 1959. Principal Owner Peter Palandjian is the principal owner of Intercontinental. Mr. Palandjian and a limited liability company, wholly owned by a trust for the benefit of Mr. Palandjian’s family, currently own 100% of Intercontinental’s common stock.

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

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

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

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

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

These hurdles generally take into consideration the financing, refinancing, liquidation or other disposition of the assets in the Fund. Fees – Separate Accounts Fees for activities undertaken on behalf of any separate account clients are typically negotiable. Fees - QPAM / Consulting Services Fees for any QPAM or consulting services are typically flat rate fees which are negotiable and commensurate with the services agreed upon within Intercontinental’s agreement for such services. Intercontinental could also receive reimbursement for expenses incurred in connection with the provision of QPAM and consulting services. Fees associated with these services are typically invoiced, paid in arrears, and determined at inception of the services.

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

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

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

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

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

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

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

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

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

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

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

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

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

co-venturer or partner or conduct the forced sale of such investment or otherwise adversely affect the investment’s returns or value. In addition, joint ventures and other entities in which a client invests may provide compensation to the other joint venturer or other parties in connection with the acquisition, financing, asset management, property management, leasing, development, construction and disposition of investments. Co-Investments Between or Among Clients Co-investments made by two or more Clients in the same investment can raise potential conflicts of interest, particularly where the interests or needs of participating Clients diverge (e.g., due to differences in investment mandates, perspectives or views, cash flows and needs, current and projected capital availability, investment/time horizon, and open or closed end structure). Such conflicts can relate to, among other things, co-investment allocations between and among participating Clients, the timing of initial and subsequent investments and divestments by such Clients, the price and other terms on which initial and subsequent investments and divestments are made, allocation of expenses, and exercising rights related to such co-investments. Such conflicts can be exacerbated due to differences in the amount and type of compensation (e.g., performance fees) Intercontinental and its affiliates receive from the participating Clients generally or with respect to the co-investments specifically. In order to facilitate certain co-investments, Intercontinental may modify its investment allocation policies with respect to the manner in which investments are allocated between or among Clients, including in a manner that could result in one or more Clients receiving fewer investment opportunities than it otherwise would. Any such co-investments are made pursuant to policies and procedures established by Intercontinental, which are intended to promote the fair and equitable treatment of participating Clients over time. Reliance on Operating Partners Typically, a portion of a Fund’s investments is held through joint ventures with operating partners. A Fund will rely on its operating partners to oversee such investments and to source additional investment opportunities for the Fund. Such arrangement will involve risks not present in investments where a third party is not involved, including the possibility that: (i) the Fund and an operating partner reach an impasse on a major decision; (ii) an operating partner develops economic or business interests or goals that are inconsistent with those of the Fund; (iii) an operating partner encounters liquidity or insolvency issues or may become bankrupt; (iv) an operating partner takes an action contrary to the Fund’s investment objective; (v) an operating partner takes actions that subject the property to liabilities in excess of, or other than, those contemplated; or (vi) in certain circumstances the Fund may be liable for actions of an operating partner. In addition, an operating partner may earn asset management fees, construction management fees and property management fees with respect to the applicable properties and may earn incentive compensation based on the performance of the applicable investment. The payment of such fees and other incentive compensation will reduce amounts otherwise distributable from the applicable joint venture to the Fund. Dependence on Third-Party Property Managers Third-party property managers are often responsible for managing the real property on a day-to-day basis. A Fund’s results of operations, including its ability to make payments on any indebtedness, depend in large part on the ability of these third-party managers to operate and lease the properties on economically favorable terms. There can be no assurance that the third-party management firms employed by a Fund will be able to operate each investment successfully. Moreover, the risks of dependence on third-party management firms are different by property type and by investment stage (for example, properties in development or redevelopment have a greater dependence on the leasing

abilities of a third-party manager or leasing agent). Operating Companies Entities in which a Fund might invest could own assets other than real estate or real estate-related assets. Such entities may have pre-existing liabilities or liabilities unrelated to the ownership of real estate assets that are different than, and in addition to, the risks associated with investing in real estate assets. In addition, a Fund might invest in real estate-related businesses or companies otherwise tied to real estate or real estate amenities, operations, construction or development, including by originating debt secured by (or unsecured but related to) interests in real estate owned by such entities. Lack of Liquidity Investments in real estate are highly illiquid and subject to industry cycles, downturns in demand, market disruptions and the lack of available capital from potential lenders or investors (whether to finance or refinance a client’s properties or for potential purchasers of such properties). Accordingly, there can be no assurance that Intercontinental will be able to dispose of a client’s properties in a timely manner and/or on favorable terms. Investments in Real Estate Debt In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real property investments, there are a variety of risks associated with real estate debt investments, including the risks of illiquidity, lack of control, mismanagement or decline in value of collateral, contested foreclosures, bankruptcy of the debtor, claims for lender liability, violations of usury laws and the imposition of common law or statutory restrictions on the exercise of contractual remedies for defaults of such investments. Mortgage Investments Mortgage investments have special inherent risks relative to collateral value. With respect to subordinated or mezzanine debt investments, a Fund likely would not have absolute control over the underlying collateral as the Fund will be dependent upon third-party borrowers and agents and will have rights that are subordinate to those of senior lenders. In certain circumstances, the loans may not be secured by a mortgage, but instead by limited partnership interests or other collateral that may provide weaker rights than a mortgage. In any case, in the event of default, the source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of the property may be less than the outstanding amount of a Fund’s investment. Returns on an investment of this type depend on the borrower’s ability to make required payments, and, in the event of default, the ability of the loan’s servicer to foreclose and liquidate the mortgage loan. Leasing Real Estate There is competition among owners of real estate to lease space, and the occupancy and rental rates of leased assets depend on leasing market activity. A tenant could experience a decline in its business that weakens its financial condition and ability to make rental payments when due. A tenant could terminate its lease, including before the term ends, for a variety of reasons. In addition, a tenant may seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection or termination of the tenant’s lease or other adverse consequences to the landlord. As lessor, a Fund could be thwarted in attempts to enforce its rights as lessor and, even where the Fund is successful in enforcing its rights, the Fund may not be able to fully mitigate its losses or prevent future losses. After a lease has

been terminated, a Fund nonetheless bears the fixed costs of ownership of the asset, such as real estate taxes, maintenance and other operating expenses and, if applicable, interest and amortizations on any related financing. Property that has been vacated by a tenant may not be re-leased at the same rental rate (or at all), thereby reducing the operating income from the property, and a Fund may need to make unexpected capital investments to lease the property again. Development and Redevelopment Investments in direct or indirect interests in undeveloped land or underdeveloped real property (which could be non-income-producing), real estate developments or redevelopments will be subject to additional risks, such as risks relating to the availability and timely receipt of zoning and other regulatory approvals, the cost and timely completion of construction (including risks beyond the control of a Fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on a Fund. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may continue to experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that makes such development less attractive than at the time it was commenced. Nonperforming Loans; Foreclosure Process Real estate loans originated or acquired by a Fund could be at the time of their acquisition, or could become after origination, participation or acquisition, nonperforming for a wide variety of reasons. These loans can require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a reduction in the interest rate and a write-down of the principal of such loan. However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, replacement “takeout” financing will not be available. It is possible that Intercontinental may find it necessary or desirable to foreclose on collateral securing one or more real estate loans. The foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan including lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action. In some states, foreclosure actions can take up to several years or more to conclude. At any time during the foreclosure proceedings, the borrower may file for bankruptcy, staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may disrupt ongoing leasing and management of the property. Financial Market Fluctuations General fluctuations in the market prices of securities may affect the value of the investments held by a Fund. Instability in the securities markets may also increase the risks inherent in such investments. Such instability may also make it more difficult for a Fund to obtain financing for its investments and adversely affect the ability of potential buyers to secure financing to purchase a Fund’s investments. The ability of companies or businesses in which a Fund could invest to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. In addition, an extended or worsening economic downturn could adversely affect the ability of a Fund and its investments to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such circumstances, a Fund could lose both invested capital in, and anticipated profits

from, the affected investments. Fraudulent Conveyance Conditions Various federal and state laws enacted with respect to the protection of creditors may apply to a Fund’s investments. In general, if payments on an investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as a Fund) or from subsequent transferees of such payments, which would have an adverse impact on the Fund and its operations. Risks of Leverage The use of leverage involves a high degree of financial risk and may increase the effect on the portfolio properties of factors such as rising interest rates, downturns in the economy or deterioration in the condition of the properties. Principal and interest payments on any indebtedness would have to be made when due and payable regardless of whether sufficient cash is available. If sufficient cash flow is not available, a default in paying such principal and interest could result in foreclosure of any security instrument securing the debt, the complete loss of the capital invested in the particular property and, in some cases, recourse by the lender to other portfolio properties. Possibility of Future Terrorist Activity and Political Protest In the current environment, there is a risk that one or more of a client’s investments will be directly or indirectly affected by terrorist attack or by politically-motivated protests, rallies or similar activities. Such activities could have a variety of adverse effects on the business and performance results of one or more of a client’s investments or subsequently acquired investments, including risks and costs related to the destruction of property, expenses and costs related to enhanced security measures, inability to use one or more properties for their intended uses for an extended period, decline in rents achievable or property value and injury or loss of life, as well as litigation related thereto. A client’s investments, or the areas in which they are located, could be subject to future acts of terrorism or other attacks. Such risks may not be insurable or subject to increased insurance premiums and deductibles that Intercontinental believes are uneconomic. It is not possible to predict the severity of the effect that such future events would have on the U.S. financial and insurance markets and economy or a client’s investments. In addition to the potential direct impact of any such future act, future terrorist or political attacks and the anticipation of any such attacks could have an adverse impact on the U.S. financial and insurance markets and economy, thus harming demand for and the value of a client’s investments. Security expenses and costs incurred in connection with or in anticipation of such attacks or protests (whether to protect client and tenant property and personnel or to seek to ensure the safety of employees and principals of Intercontinental) are generally borne by the relevant client(s). Litigation In the ordinary course of its business, investors in real estate may be subject to litigation from time to time. The outcome of such proceedings may adversely affect the value of an investment and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Firm’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Insurance May Not Cover All Losses Uninsured and underinsured losses could harm Intercontinental or a client’s financial condition, results

of operations and ability to make distributions to the client or its investors. The insurance industry is currently in an unpredictable state, and, as a result, the actual premiums and deductibles payable by a client may be substantially different than Intercontinental’s projections of premiums and deductibles. Insurance against certain risks, such as earthquakes, floods, fires, hurricanes, windstorms, pollution, environmental factors, wars, riots, nuclear reactions, biological agents (e.g., mold) or damage by terrorism, may be commercially unavailable, available in amounts that are less than the full market value or replacement cost of investments or underlying assets, subject to a large deductible or not economically insurable. In general, losses related to terrorism, fires and certain weather events are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. Many insurers are taking a similar stance with respect to certain weather events. As a result, a client’s investments may not be insured against terrorism, inflation, changes in building codes and ordinances, certain weather events, and/or environmental considerations. In the event of such a loss, a client’s insurance coverage may not be sufficient to cover the full current market value or replacement cost of its lost investment. Should an uninsured loss or a loss in excess of insured limits occur, the client could lose all or a portion of the capital it has invested in an investment, as well as the anticipated future revenue from the investment. In that event, the client might nevertheless remain obligated for any notes payable or other financial obligations related to the investment, in addition to obligations to the client’s ground lessors, franchisors and managers. Inflation, changes in building codes and ordinances, environmental considerations, provisions in loan documents encumbering the portfolio properties pledged as collateral for loans and other factors might also keep the client from using insurance proceeds to replace or renovate an investment after it has been damaged or destroyed. Under those circumstances, any insurance proceeds the client receives might be inadequate to restore the client’s economic position on the damaged or destroyed investment. Harmful Mold and Other Air Quality Issues When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at a real estate asset held by a client could require Intercontinental to cause the client to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose the client to liability from its tenants, employees of its tenants and others if property damage or health concerns arise. Americans with Disabilities Act and Similar Laws Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations must meet federal requirements related to access and use by disabled persons. If one or more of the properties in a client’s portfolio does not comply with the ADA, then the client may be required to incur costs to bring the property into compliance, which may or may not have been foreseen at the time of acquisition. Future changes to federal, state and local laws also may require modifications to a client’s properties, or restrict a client’s ability to renovate its properties. Intercontinental cannot predict the ultimate cost of compliance with the ADA or other legislation. If a client incurs substantial costs to comply with the ADA and any other similar legislation, the client could be materially adversely affected.

Inflation and Risks of Recession Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economies and financial markets, which may in turn affect the markets in which a client invests, particularly emerging economies. The rate of inflation can change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in monetary or economic policies (or expectations that these policies could change). For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. A client’s investments might not keep pace with inflation, which can result in losses to investors and negative effects on economies and financial markets. Inflation has increased the cost of fuel, energy, labor, and raw materials, caused supply chain shortages, and may adversely affect consumer spending and economic growth. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on investment returns. As a result of the above and other market conditions, it is possible that the growth of U.S. and other regional economies could contract over time leading to a recession in the U.S. and abroad. It is impossible to predict whether a recession will actually occur and, if it does occur, the length and severity of any such recession. If a moderate to severe recession were to occur in the U.S. and in other regional countries for a prolonged period of time, it would be expected to adversely affect the markets in which a separate account or Fund operates and could materially and adversely affect the performance of a client’s investments and the prospects and returns of a client’s portfolio or a Fund. Force Majeure Risk A client’s investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, trade war, cybersecurity breaches, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a party (including a portfolio investment or a counterparty to the client or a portfolio investment) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio investment or a client of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which a client may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio investments or its assets, could result in a loss to a client, including if its investment in such portfolio investment is canceled, unwound or acquired (which could be with or without what the client considers to be adequate compensation). Any of the foregoing would therefore adversely affect investment performance. Geopolitical Risks As economies and financial markets worldwide have become increasingly interconnected, there is an increased likelihood that events or conditions in one country or region as well as other geopolitical developments (including, but not limited to, terrorism, trade war and tariff arrangements and sanctions and social unrest) will adversely impact markets or issuers in other countries or regions, including in ways that are difficult to predict or foresee. For example, local or regional/international armed conflicts have led to significant sanctions against certain countries and persons and companies connected with certain countries by the United States, Europe, the Middle East and other countries. Such sanctions

and other armed conflicts as well as other local or regional geopolitical developments can exacerbate global supply and pricing issues, and result in other adverse developments and circumstances, as well as increased general uncertainty, for markets, economies, issuers, businesses and societies globally. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities among a client’s borrowers and reductions in the availability of capital. The impact may also limit the ability of a client to source, diligence and execute new investments and to manage, finance and exit investments in the future. Although these types of events have occurred and could also occur in the future, it is difficult to predict when similar events or conditions affecting the U.S. or global financial markets and economies may occur, the effects of such events or conditions, potential retaliations in response to sanctions or similar actions and the duration or ultimate impact of those events. Developing and further governmental actions (military or otherwise) related to these conflicts or others may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy that a client or Fund pursues, all of which could adversely affect a client’s or Fund’s ability to fulfill its investment objectives. Uncertain Political Environment The current global economic and political climate is uncertain. There is increased uncertainty regarding future political, legislative and administrative changes in the United States that may impact Intercontinental, its affiliates, the Funds and Fund investments. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under each new congressional and presidential administration remain highly uncertain. Such uncertainty may be further exacerbated by future events, including the results of future U.S. state and federal elections. Any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the countries or types of investments in which a Fund may invest could adversely affect the performance of Fund investments. In addition, media (including social media) has and continues to influence public sentiment and escalate tensions both within the United States and in international relations, which has caused and could continue to cause social unrest and could negatively impact markets and general economic conditions around the globe. In addition, terrorism, global conflicts and the introduction or amendment of anti-money laundering, embargo and/or trade sanctions, or other similar laws, regulations, requirements or regulatory policies, have materially exacerbated volatility in the financial markets, increasing the risk of economic downturn. Instability in the global economic and political environment may increase the risks inherent in Fund operations and investments. A continued negative impact on economic fundamentals and consumer and business confidence would likely increase market volatility, stifle investment, and reduce liquidity, any of which could have a material adverse effect on the performance of the Funds and their investments. Global Trade Policy The trade policies of the U.S. and foreign governments have been changing rapidly, creating uncertainty regarding global free trade and related trade agreements. At this time, it remains unclear what actions the U.S. and other governments may take with respect to existing or new trade agreements, individual companies, industries or countries, tariffs and related matters. New or modified trade policy may have a negative impact on Intercontinental, its affiliates, the Funds, service providers to the foregoing, and/or Fund investments, including by virtue of increased costs. Intercontinental and its affiliates cannot predict how other countries will respond to the U.S. administration’s actions or vice versa. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any

future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Funds and their investments. Business Disruption The businesses of Intercontinental, its affiliates, the Funds and their service providers and business partners are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, trade war, cyber security breaches, terrorism, labor strikes, information technology and telecommunication failures. Real properties could be adversely affected by a slowdown in economic activity, as well as temporary disruption to tenants’ business activities. A Fund’s financial condition and results of operations could be adversely affected, including the Fund’s ability to complete in-process real estate transactions and developments, to collect rent from existing tenants, or to lease units in its properties to new tenants. In addition, the operations of Intercontinental, its affiliates, the Funds and their service providers and business partners, as well as Fund investments, could be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government quarantine and curfew measures, voluntary and precautionary restrictions on work, travel or meetings and other factors. Cybersecurity Cybersecurity incidents, cyber-attacks, denial of service attacks, ransomware attacks and social engineering attacks (including phishing and other business email compromise attacks) occur globally and have been happening at a more frequent and severe level, and may continue to increase in frequency in the future. Intercontinental, the Funds and their affiliates collect and store sensitive data in their data centers and on their networks, including proprietary business information of investors and business partners and personally identifiable information of investors, business partners, tenants and employees. Similarly, service providers to Intercontinental, the Funds and their affiliates may process, store and transmit such information, and despite diligence that Intercontinental and the Funds may perform on its service providers, they may not be in a position to verify the risks and reliability of the service provider’s information technology systems. The secure processing, maintenance and transmission of such information is critical to Intercontinental’s, the Funds’ and their affiliates’ operations. Despite including a risk management program, there are inherent limitations in such plans and systems (including the possibility that certain risks may not be identified), and the information technology and infrastructure of Intercontinental, the Funds and their affiliates may be vulnerable to cyberattacks by hackers or breached due to employee error, malfeasance or other disruptions. Bad actors may attempt to fraudulently induce employees, investors, service providers or other users of the systems of Intercontinental, the Funds or their affiliates to gain access to the data of such parties and/or their investors. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Any such breach could compromise the networks of Intercontinental, the Funds and their affiliates, and the information stored on these networks could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, disrupt operations, damage Intercontinental’s or the Funds’ reputation and cause a loss of confidence in its services, which could adversely affect its business and competitive position. Although the Firm has implemented certain measures in an attempt to manage risks from these types of events, such measures may be inadequate, and, if such systems are compromised, they could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. There have also been several publicized cases of ransomware attacks where ransom payments have been demanded in exchange for (i) not disclosing

client or customer information or (ii) restoring access to information technology and/or communication systems that have been compromised. The expenses associated with protecting the Firm’s, the Funds’ and their affiliates’ information could also reduce profits. In addition, there are increased risks relating to Intercontinental’s reliance on their computer programs and systems if Intercontinental personnel are required to work remotely for extended periods of time as a result of events such as the outbreak of infectious disease or other adverse public health developments or natural disasters, including an increased risk of cyber-attacks and unauthorized access to Intercontinental’s computer systems. Similar types of operational and technology risks may also be present for certain companies and properties in which the Fund may invest, which could have material adverse consequences for such companies, and may cause the Fund’s investments to lose value. Cyberattacks, ransomware and other security threats may originate from a wide variety of external sources (e.g., cybercriminals, nation state hackers, hacktivists and other third parties) or they could originate from acts of insiders (whether malicious or accidental). Even if the Firm, the Funds and/or their affiliates are not the target of a cyberattack, attacks on the U.S. and foreign governments, financial markets, financial institutions and other businesses, including borrowers, vendors, service providers and other third parties with whom the Firm, the Funds and/or their affiliates do business, may occur, and any such events may impact the normal business operations of the Firm, the Funds and/or their affiliates. Artificial Intelligence and Machine Learning Technology Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application, pose risks to the Firm, the Funds and their affiliates. Additional risks stem from the use of Machine Learning Technology by third-party service providers, business partners or other counterparties, whether or not known to the Firm, the Funds or their affiliates. The Firm, the Funds and their affiliates will likely not be able to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided, even where it has sought contractual protection regarding such use. The use of Machine Learning Technology by any of the parties described above could include the input of confidential information, including material non-public information into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Machine Learning Technology is generally highly-reliant on the collection and analysis of large amounts of data, which will inevitably contain a degree of inaccuracy and error, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. Any such inaccuracies or errors could have adverse impacts on the Firm, the Funds and their affiliates. Machine Learning Technology continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. These changes could potentially disrupt, among other things, the business and operations of the Firm, the Funds and their affiliates and service providers. In addition, the use of Machine Learning Technology may require compliance with legal or regulatory frameworks that are not fully developed or tested, and participants and users may face litigation and regulatory actions related to its use of Machine Learning Technology. A person’s ability to use Machine Learning Technology could be limited in the future by legal or regulatory developments.

Environmental Matters Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up any hazardous or toxic substances or petroleum product releases at such property and may be liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Such laws typically impose clean up responsibility and liability without regard to whether the owner knew of or caused the presence of the contaminants, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances or the failure to properly remediate the contamination on such property may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances at a disposal or treatment facility may also be liable for the costs of removal or remediation of a release of hazardous or toxic substances at such disposal or treatment facility, whether or not such facility is owned or operated by such person. In certain circumstances, third party lenders that have directed or had an active involvement in the environmental compliance activities or the day-to-day management of a borrower’s facilities or which have taken possession of or title to such borrower’s collateral may be liable for the costs of removal or remediation of a release of hazardous or toxic substances at the facility. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination. Finally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. A client could incur liability for such costs in connection with the ownership and operation of its investments. Certain federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos containing materials (“ACMs”) when such materials are in poor condition or in connection with construction, remodeling, renovation or demolition of a building. Such laws may impose liability for the release of ACMs and may provide for third parties to seek recovery from owners or operators of real property for personal injury associated with ACMs. A client could incur liability for such costs in connection with the ownership and operation of its investments. Sustainability Matters A client may be affected by the impact of a number of sustainability factors on real estate assets in which a client invests (“sustainability risks”). The reach of sustainability themes may be broad and this summary is intended to mention only a limited number of them as a matter of examples: it is therefore not an exhaustive list of all risks related to sustainability factors which could have a negative impact (whether or not material) on the value of an underlying or related real estate asset, and the choice of the factors to be monitored is made by Intercontinental in good faith and considering the availability of data. Emerging federal, state and municipal sustainability related policy changes designed to decrease carbon emissions of commercial real estate buildings could create potential challenges and increased operational costs of adaptation to such policies for real estate investments. Such increased costs could impact investment returns. The real estate assets in which a client invests can be negatively affected by the exposure to environmental conditions such as droughts, famines, floods, storms and other climate change and environmental-related events; although a number of these risks may be insurable, it is not guaranteed that the insurance coverage may in all cases be adequate and losses connected to these events may be material. In addition, the actions taken on the real estate assets to improve such real

estate asset’s sustainability profile, such as energy efficiency, clean energy production and consumption, waste reduction and water treatment may impose significant short-term costs. Similarly, social initiatives and the adherence to high governance standards, for example in the areas of transparency, corporate governance, management of conflict of interests and fair remuneration principles may require material investments and effort where economic returns may be uncertain. Any decrease in value or significant costs and investments affecting the assets in which a client invests may result in a borrower’s default or inability to pay amounts due on a loan, which would, in turn, adversely impact investment returns. The failure to support assets which provide a positive contribution to the sustainability factors or to support the generation of a negative impact may result in a number of negative fallouts ranging from reputational damages and, in some circumstances, fines and direct economic consequences. A client may also be negatively impacted (e.g. from a reputational point of view) if it does business with parties who fail to meet key sustainability targets. In addition, the Funds or Intercontinental may enter agreements with certain direct or indirect Fund investors that relate to certain sustainability matters, including additional diligence, operational or reporting requirements. Fund investors may differ in their views of whether or how sustainability matters should be addressed and, as a result, the Funds may invest in investments or manage its investments in a manner that does not reflect the beliefs and values of any particular Fund investor. In considering investment opportunities and making ongoing decisions with respect to a client’s investments, including decisions relating to follow-on investments, Intercontinental may consider certain sustainability factors, in each case subject to Intercontinental’s duty to seek to maximize returns for the client. Intercontinental believes that its process for integration of sustainability risks into investment decisions should limit the potential impacts of sustainability factors on the Funds. However, there can be no guarantee that the actual impact of the sustainability factors on a Fund’s returns will not be materially greater than the impact assessed or expected by Intercontinental. Climate Change A client’s investments may be negatively affected by exposure to environmental conditions caused or exacerbated by climate change, such as droughts, famines, floods, storms and other climate change and environmental-related events. Risks related to climate change, include, but are not limited to: (i) regulatory/litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, the discontinuance of certain operations, and related litigation), (ii) market risk (e.g., declining market for products and services seen as greenhouse gas intensive), and (iii) physical risk (e.g., risks to property owned or operated by a client posed by rising sea levels, increased frequency or severity of storms, drought, and other physical occurrences attributable to climate change). These risks could result in direct losses to investments and in unanticipated operational interruptions, delays or expenses to investments, any of which could have an adverse effect on clients. Regulations intended to control climate change’s impact may affect the value of a client’s investments. Intercontinental cannot predict the long-term impacts on client investments from climate change or related regulations. Laws enacted to mitigate climate change could increase energy costs, could make some buildings of property owners obsolete or cause such owners to make material investments in their properties, which could materially and adversely affect the value of a client’s investments in older properties. Climate change may also have indirect effects on property owners by increasing the cost of

(or making unavailable) property insurance. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes or tenant preferences for “green” buildings, may cause clients to incur additional costs when renovating older properties. There can be no assurance that climate change will not have a material adverse effect on clients or their investments. In addition, to the extent climate change causes changes in weather patterns, properties in certain geographic markets could experience increases in storm intensity, flooding, mudslides, earthquakes, wild fires or rising sea-levels. These conditions could result in a decline in demand for buildings located in such locations or could result in loss or damage to such buildings, not all of which may be covered by insurance. Interest Rate Risks Investments in real estate result in exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect the value of investments (e.g., interest rate changes may affect, among other items, the cash flows of an investment directly and the cost of leverage). Additionally, an increase in interest rates usually increases a client’s borrowing costs. Financial Regulatory Matters In the wake of the 2008 financial crisis and the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the regulatory environment in which the Funds and Intercontinental operate is subject to heightened regulation and scrutiny. In the U.S., the Dodd-Frank Act and related rulemakings by the CFTC and other regulators have sought to reform the regulation of many previously unregulated or under-regulated markets, market participants, and financial instruments, including alternative investment funds. While many of the new rules and regulations mandated by the Dodd-Frank Act have now been enacted by the Securities and Exchange Commission and other regulators, further rulemaking is likely as the regulators continue to study and examine alternative investment managers and other market participants. It remains difficult to predict the impact of additional formal and informal regulatory actions on the clients and Intercontinental, and such actions may impose additional costs on clients or Intercontinental, or adversely affect the manner in which they operate. Public Health Risks In recent years, the outbreak of epidemics, including severe acute respiratory syndrome, avian flu, H1N1/09 flu and COVID-19, have had a profound impact on the global and U.S. economy, including by contributing to supply chain issues, an increase in the domestic inflation rate and labor shortages. The outbreak of an infectious disease or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on the economy, and business activity in any of the countries in which a client may invest. Such disruption could thereby adversely affect the ability of Intercontinental to provide investment management services and could negatively impact the performance of a client’s investments.

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

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

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

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

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

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

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

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

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