Gem Realty Capital: investment adviser

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

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

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

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

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

brokerage, sale, custodial, depository, local paying agent, trustee, record keeping, account registered office and similar services (including any depositary appointed pursuant to the Alternative Investment Fund Managers Directive (“AIFMD”) or any similar law, rule or regulation and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended), including any law, rule or regulation relating to the implementation thereof); (vii) reporting, filings and other ongoing compliance requirements contemplated by the AIFMD, the EU Sustainable Finance Disclosure Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector, as amended from time to time, including any delegated regulations or legislation promulgated thereunder or any similar law, rule or regulation (including, for the avoidance of doubt, the initial and/or preliminary registrations, filings and compliance obligations related thereto), including secondary legislation, regulations, rules and/or associated guidance, and any related requirements; (viii) developing, structuring, maintaining, operating and winding up administrative structures in Luxembourg, other European countries and other jurisdictions that are put in place with respect to the establishment of required residence and/or operation of the investment activities of the Client (including the salary and benefits of any personnel reasonably necessary for the maintenance of such structures, other overhead, rent and similar costs in connection therewith and the Client’s share of any such costs of any such structure involving other persons managed by, or affiliated with, GEM); (ix) legal (including in-house counsel), accounting, research, auditing, technology, administration (including costs associated with any third-party administrator and administration, tracking or reporting software, if any), information, advisory, valuation (including third-party valuations, fairness opinions, appraisals or pricing services), real estate title, survey, engineering, hedging, consulting (including consulting and retainer fees, salary and other compensation paid to, and benefits or personnel costs provided to or on behalf of, consultants performing investment initiatives or providing services related to environmental, social and governance investment considerations and policies and other consultants), tax and other professional services (including costs related to the establishment or maintenance of any such activities or services); (x) property management, development management, leasing, construction management, development, environmental, brokerage, sales agents and other services; (xi) costs relating to foreign currency exchanges incurred on behalf of the Client; (xii) reverse breakup, termination and other similar arrangements; (xiii) insurance, including directors and officers liability, fidelity bond, cybersecurity, representation and warranty, errors and omissions liability, crime coverage, property and casualty and general partnership liability premiums and other insurance and regulatory costs (including costs related to any retention or deductibles and broker costs and commissions) and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance; (xiv) filing, title, transfer, survey, registration and other similar activities; (xv) printing, communications, mailing, courier, marketing and publicity; (xvi) the preparation, distribution or filing of financial statements or other reports (including any reports required under any side letters), tax returns, tax estimates, Schedule K-1s or similar forms or other communications with investors, any other administrative, compliance or regulatory certifications, filings or reports (including Form PF and Bureau of Economic Analysis Reports), or other information, including costs of any third-party Service Providers and professionals related to the foregoing; (xvii) compliance with any tax or financial account reporting regime, including FATCA, the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard and any similar laws, rules and regulations, including any costs of any third-party Service Providers and professionals related to

the foregoing; (xviii) developing, licensing, implementing, maintaining or upgrading any web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, customer relationship management, ledger systems, financial management, portfolio management, asset management, underwriting, cybersecurity and other similar software programs), generative artificial intelligence software or utilities or other administrative or reporting tools (including subscription-based services); (xix) any activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with any applicable law relating to data privacy or security or data protection); (xx) to the extent provided in the Client’s offering documents or otherwise approved by the Client’s General Partner in its sole discretion, activities or proceedings of the Client’s investor advisory committee (including any reasonable out-of-pocket costs incurred by representatives of the Client’s General Partner, the investor advisory committee members, and other persons in preparing for, attending or otherwise participating in meetings of the Client’s investor advisory committee); (xxi) indemnification (including legal and any other costs incurred in connection with indemnifying any investor or other person pursuant to the terms of the Client’s offering documents or otherwise and advancing costs incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Client’s offering documents), except as otherwise set forth in the Client’s offering documents; (xxii) actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xxiii) any annual, periodic or special meeting of the investors in the Client and any other conference, meeting or webcast or other video conference with any investor(s) in such Client (in each case, including any costs associated with venue, setup, room and board, dining, entertainment, gifts and mementos, honorarium, events or speakers and other meeting or conference-related costs), in each case to the extent incurred by the Client, the applicable General Partner or any other affiliate of the applicable General Partner; (xxiv) Management Fees; (xxv) any costs relating to any alternative investment vehicle, its direct or indirect subsidiaries or their respective activities, business, or actual or potential investments (to the extent not borne or reimbursed by a subsidiary or investment of such alternative investment vehicle) that would be an operating expense of the Client if it were incurred in connection with the Client and any other costs related to any structuring or restructuring of any alternative investment vehicle, investment or portfolio investment of any alternative investment vehicle; (xxvi) the termination, liquidation, winding up or dissolution of the Client and any entities owned directly or indirectly by the Client (including investments) and related entities; (xxvii) defaults by investors in the Client in the payment of any capital contributions; (xxviii) subject to the terms of the Client’s offering documents, amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Client, any entities owned directly or indirectly by the Client (including investments) and any alternative investment vehicle of the Client, including the preparation, distribution and implementation thereof; (xxix) (A) compliance with any law, rule, regulation, policy, directive or special measure (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions or anti-terrorism considerations), including any legal, administrator, consulting or other third-party Service Provider costs related thereto, any regulatory costs of the applicable General Partner or any of its affiliates incurred in connection with the operation of the Client and any costs related to compliance with any environmental, social or governance or other investment considerations and policies applicable to the Client, the applicable General Partner and/or any of their respective affiliates (but excluding,

for the avoidance of doubt, any costs solely related to the process of registering or maintaining the registration of the applicable General Partner or any of its affiliates with the U.S. Securities and Exchange Commission as an investment adviser under the Advisers Act) and/or (B) the validation or other confirmation of any payments made to the Client or the applicable General Partner (including as a result of any anti-money laundering laws, rules or regulations); (xxx) any litigation or governmental inquiry, investigation or proceeding, including any costs of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith, except to the extent such costs or amounts have been determined to be excluded from indemnification pursuant to the terms of the governing documents of the Client; (xxxi) any consultants, experts or advisors engaged, including independent appraisers engaged in connection with the Client considering, making, holding or disposing of, directly or indirectly, an investment in the same person or entity as, or transferring an investment from or to, one or more other Funds; (xxxii) unreimbursed costs and expenses incurred in connection with any transfer of interest in the Client; (xxxiii) any taxes, fees and other governmental charges levied against or otherwise borne by the Client, including filing fees and fees of regulatory agencies and all costs incurred in connection with any tax audit, inquiry, investigation settlement or review of the Client, including any costs of or related to the “partnership representative” (or the designated individual) of the Client; (xxxiv) distributions to the investors and other costs associated with the acquisition, holding, repayment and disposition of investments, including extraordinary expenses; (xxxv) compliance, regulatory or tax matters, including compliance with the Client’s offering documents (including any “most favored nations” process) and any side letter or similar agreement and any amendments, restatements, supplements, waivers, consents or approvals pursuant thereto; (xxxvi) attendance of any member, manager, shareholder, partner, director, officer, employee or affiliate of the applicable General Partner at any trade conference that any of the foregoing attended for the benefit of the Client or any actual or potential investments of the Client (or which attendance culminates in such result), including any applicable registration costs and exhibition, sponsorship or other presentation costs; (xxxvii) any travel (excluding any costs of using or chartering private aircraft to the extent the cost of such travel exceeds the cost of business class commercial airfare, and any costs of first class commercial airfare to the extent that business class commercial airfare is available, except, in each case, to the extent such method of travel is more cost-effective to the Client as determined by the applicable General Partner in good faith), other air travel, rail, car or ride sharing services, other modes of transportation, meals, lodging and entertainment and other meals and entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investments and disposition opportunities and the offering and sale of interests to prospective investors and the organization and formation of the Client, any parallel fund, its General Partner and any management companies; (xxxviii) all costs associated with operating a feeder fund which invests all or substantially all of its assets in the Client to the extent not paid by investors in such feeder fund, including all costs associated with its formation, management, operation, winding-up, liquidation and dissolution and with preparing and distributing such feeder fund’s financial statements, tax returns and feeder fund limited partner reports, but not including any income-based or similar taxes, fees or other governmental charges levied against such feeder fund; (xxxix) any of the items listed in clauses (i) – (xxxviii) above relating to any investment, restructuring, taking public or private, disposition, transaction, project or other opportunity not consummated or otherwise not successful and/or that may have been offered to co-investors or joint venture partners (including co-investors’ or joint venture partners’ proportionate share of any costs related to an investment or other opportunity not consummated);

(xl) all costs and expenses pertaining to the offering and sale of interests to prospective investors and the organization and formation of the Client, any parallel fund, its General Partner and any management companies; (xli) all third party private placement fees or finders’ fees paid by the Client to third parties in connection with the organization or funding of the Client and/or any parallel fund (including interest thereon) (but not including any out-of-pocket costs and expenses incurred by such persons or any intermediary expenses); and (xlii) any other costs consented to by the Investor Advisory Committee of the Client (if any). The Clients might also bear fees and expenses indirectly to the extent an investment (or intermediate entity) pays fees and expenses, including fees and expenses of GEM and/or its affiliates and investment-level fees and expenses not covered by the list of permissible expenses set forth in the offering documents of such Client. The relative percentage of these expenses that are borne by various stakeholders (including the relevant Client, any co-investors, management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Expenses charged at the level of an investment or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Client expenses in calculating the gross and net performance of the relevant Client and so GEM expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the investment or intermediate entity or capitalized into transaction costs. Generally included in the expenses permitted to be borne by a Client are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other Service Providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses are expected to be charged to specific investments, capitalized into the cost basis of a transaction (and as such, will increase the fee base with which Management Fees are calculated) or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Client and the investment. Generally excluded from Client expenses are ordinary day-to-day expenses incidental to the administration of the Client, including all general office overhead of the relevant General Partner (including rent, utilities, salaries, telecommunications, office furniture and equipment and computers) and compensation of all GEM personnel who are engaged in the operation or management of the Client’s or the relevant General Partner’s business. As is typical for private funds, the Clients likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. To the extent brokerage fees are incurred in connection with the trading of publicly traded securities, such fees will be incurred in accordance with the general practices set forth in “Brokerage Practices.” The inclusion of an expense category in a Client’s offering documents will not impose on GEM an obligation to charge an expense (or the full amount of that expense) to that Client; instead, permitted expenses will be allocated and charged in GEM’s discretion to the Client(s) it deems appropriate. The Real Estate Funds have made and expect to continue to make loans to and/or equity investments in partnerships, joint ventures or other entities or arrangements with third-party joint venture partners. Such joint venture partners are generally entitled to compensation under the terms of the joint venture documents (such as acquisition fees, property management fees, consulting fees, development fees, leasing fees, incentive fees, carried interest and promote after

liquidation of the investment) with respect to the services provided by such joint venture partners and their affiliates. The Real Estate Funds and Tactical Opportunities Fund each have a cap on the amount of organizational expenses that shall be allocated to the Funds. Any organizational expenses in excess of the cap, as set forth in the offering documents of the Fund, will reduce the Management Fee payable to the Investment Adviser. In certain circumstances, and subject to the terms set forth in offering documents for the applicable Fund, GEM or its affiliates are permitted to provide any or all of the services to any of the Funds and/or any of their portfolio investment(s) that would otherwise be performed for such Funds and/or such portfolio investments by third parties (including accounting, financial, reporting administration, tax, legal, REIT administration, property management and leasing services) on terms that are determined by GEM to be fair and reasonable to such Funds or such portfolio investment(s), and to the extent such services are provided, such Funds or such portfolio investments shall pay GEM (or its affiliate) fees, or otherwise reimburse GEM or its applicable affiliate, for performing such services on terms that are determined by GEM to be fair and reasonable to such Funds or such portfolio investment(s) (including reimbursing GEM or its affiliates for any overhead expense (including rent, utilities, office maintenance, office supplies and hardware, storage, human resources and benefits administration, technology, software and employee search costs) or employee compensation costs (including salary, bonus, deferred compensation, salary overhead and payroll administration and charges) that GEM determines are applicable to such services for those employees of GEM providing the service). GEM expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Clients under the offering documents if performed by GEM personnel, but third parties performing the same services generally would be chargeable to the Clients thereunder, and outsourcing to third parties effectively enables GEM and its affiliates to reduce its personnel compensation costs. In certain circumstances, GEM or a Client is expected to pay an expense or obligation common to multiple Clients and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Clients and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Clients and/or co-investors over time), and be reimbursed by the Clients (or other Clients, if applicable) for their share of such expenses or obligations, potentially without interest. To the extent the paying Client makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Clients for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. While GEM believes such circumstances to be highly unlikely, it is possible that one of the other Clients could default on its obligation to reimburse the paying Client. In certain circumstances, GEM, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Clients, with or without interest, to which such expenses relate. Additionally, with respect to the Real Estate Funds, and as further described herein and in the applicable offering documents of the Real Estate Funds, it is GEM’s practice to use or retain certain operating partners to provide services to (or with respect to) certain portfolio investments in which one or more Real Estate Funds invest. Such operating partners generally provide services in

relation to the identification, acquisition, development, management, improvement and disposition of portfolio investments, including operational aspects of such portfolio investments. Operating partners generally receive compensation from a portfolio investment or from the relevant Real Estate Fund (including, but not limited to, cash fees, incentive equity, profits or equity interests and/or a promote) and other amounts described herein. Operating partners also generally will be reimbursed for certain travel and other costs in connection with their services. No such amounts will result in additional offsets to Management Fees paid by the Real Estate Funds. As further described herein, where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of GEM, ultimately is not consummated, all broken deal expenses relating to such proposed transaction will be borne by the Fund(s), and not by any potential co-investors, that were to have participated in such transaction. However, to the extent that such co-investors have already executed definitive documentation to invest in such a transaction, such co-investors are expected to bear their pro rata share of such broken deal expenses. To the extent a Fund makes use of a credit facility to invest in an investment or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole.

GEM earns management fees from such coinvestment vehicles but is not entitled to earn performance-based compensation from certain coinvestment vehicles. While there could be a perceived conflict of interest that GEM would have an incentive to favor Funds that could be obligated to pay performance-based compensation over those Funds that are not, there is no actual conflict in this case due to the fact that co-investment vehicles always invest pro rata and on the same terms alongside the Real Estate Funds. Further, as a fiduciary, GEM recognizes its duties to act in good faith and with fairness in all of its dealings with the Real Estate Funds and any co-investment vehicles. Additionally, to the extent that the Investment Adviser’s personnel are assigned varying percentages of performance-based compensation from the Clients, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for the Clients from which they are entitled to receive a higher percentage of such Client’s performance-based compensation. To mitigate the risk that certain Clients may be inadvertently disadvantaged in the allocation of investment opportunities based upon that Client’s compensation structure or for any other reasons, each of GEM Realty Securities and GEM Realty Properties has adopted formal investment allocation policies to help ensure, over

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

The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable for legal, tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. GEM’s separately managed account clients are institutional investors, including but not limited to private foundations, banking institutions, life insurance companies and other sophisticated investors.

This perspective allows GEM to synthesize various market viewpoints into comprehensive investment decisions. The Investment Committee is supported by dedicated investment teams in each line of business who coordinate due diligence and underwriting. Investments in the Funds involve significant risk due to, among other things, the nature of the Funds’ investments. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristics of an investment in a Fund.

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

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

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

equity of the Real Estate Funds. If a portfolio investment were unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of the Real Estate Funds’ investments in such portfolio investment would be significantly reduced or even eliminated. In addition, debt financing may restrict the amount of funds available for distribution to the investors. Certain tax-exempt investors may be subject to unrelated business income taxation because of the Real Estate Funds’ use of leverage. The Real Estate Funds are also permitted to borrow money or guarantee indebtedness (such as a guaranty of a portfolio investment’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by the Real Estate Funds generally also will result in fees, interest expense and other costs to the Real Estate Funds that may not be covered by distributions made to the Real Estate Funds or appreciation of their investments. While Client-level borrowings generally will be subject to limitations set forth in the applicable offering documents and interim in nature, asset- or intermediate-entity level leverage generally will not be subject to any limitations regarding the amount of time such leverage may remain outstanding. A Real Estate Fund is permitted to incur leverage on a joint and several basis with one or more other investment funds and entities managed by GEM or its affiliates and may have a right of contribution, subrogation or reimbursement from or against such entities. In addition, to the extent a Real Estate Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by commitments made by the Real Estate Fund’s investors and such investors’ contributions may be required to be made directly to one or more lenders (or an account pledged as collateral to such lender(s)) instead of the Real Estate Fund. The use of leverage involves a high degree of financial risk and will increase the exposure of the investments to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the investments. In addition, borrowings by the Real Estate Funds under a credit facility may be secured by the investors’ commitments to make capital contributions as well as by the Real Estate Funds’ assets. Investments in Land; Development and Redevelopment The Real Estate Funds acquire direct or indirect interests in undeveloped land or underdeveloped real property (which may often be non-income-producing), real estate developments or redevelopments and/or businesses that engage in real estate development or redevelopment. To the extent that the Real Estate Funds invest in such assets or activities, they will be subject to the risks normally associated with such assets and development activities. Such risks include 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 the Real Estate Funds, 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 the Real Estate Funds. 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 make such development less attractive than at the time it was commenced. Risk of Investments in Real Estate Debt The Real Estate Funds are permitted to invest in a variety of real estate-related debt investments. In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real property investments, the Real Estate Funds will be subject to a variety of risks in connection with such 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 Real Estate Funds’ exercise of contractual remedies for defaults of such investments. Risk of Mortgage and Mezzanine Debt Investments The Real Estate Funds are permitted to originate, participate in and/or acquire real estate loans that are non-recourse to the borrower. Mortgage investments have special inherent risks relative to collateral value. To the extent the Real Estate Funds make or acquire subordinated or “mezzanine” debt investments, the Real Estate Funds do not anticipate having absolute control over the underlying collateral as the Real Estate Funds 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 Real Estate Funds’ loans are not to be secured by a mortgage, but instead by partnership interests or other collateral that generally provide weaker rights than a mortgage. In any case, in the event of default, the Real Estate Funds’ 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 the Real Estate Funds’ investments; in cases in which the Real Estate Funds’ collateral consists of partnership or similar interests, the Real Estate Funds’ rights and level of security may be less than if they held a mortgage loan. 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. Non-Performing Loans; Foreclosure Process The Real Estate Funds are permitted to purchase whole or partial interests in nonperforming loans, which by their nature are risky. Not only are such loans non-performing, but by purchasing partial interests and debt interests, the Real Estate Funds may not have control over the workout process and the management of the real estate assets. There can be no assurance that such acquisitions will be successful. Real estate loans acquired by the Real Estate Funds may be at the time of their acquisition, or may become after acquisition, non-performing for a wide variety of reasons. Such nonperforming real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial 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. Purchases of participations in real estate loans raise

many of the same risks as investments in real estate loans and also carry risks of illiquidity and lack of control. It is possible that GEM Realty Properties may find it necessary or desirable to foreclose on collateral securing one or more real estate loans purchased by the Real Estate Funds. 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 result in disrupting ongoing leasing and management of the property. Investments in Other Troubled Assets The Real Estate Funds are permitted to make substantial investments in non-performing or other distressed assets which involve a degree of financial risk and are experiencing or are expected to experience severe financial difficulties, which may never be overcome. Investments in properties operating under the close supervision of a mortgage lender or under bankruptcy or other similar laws are, in certain circumstances, subject to certain additional potential liabilities which may exceed the value of the Real Estate Funds’ original investment therein. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to the Real Estate Funds and distributions by the Real Estate Funds to the investors may be required to be returned if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Securities Backed by Mortgages The Real Estate Funds are permitted to acquire commercial mortgage-backed securities (“CMBS”) (including subordinated and/or unrated tranches of CMBS) and CMBS-related derivative instruments. In general, subordinated tranches of CMBS are entitled to receive repayment of principal only after all required principal payments have been made to more senior tranches and have subordinated rights as to receipt of interest distributions. Such subordinated tranches are subject to a greater risk of nonpayment, are relatively illiquid and may be subject to restrictions on rights to realize upon or control underlying collateral. Subscription Lines The Real Estate Funds are expected to enter into a subscription line with one or more lenders in order to finance their operations (including the acquisition, financing or refinancing of the Real Estate Funds’ investments, as well as to consolidate or make less frequent capital calls to limited partners). Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Real Estate Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder.

Moreover, any limited partner claim against the Real Estate Fund would likely be subordinate to the Real Estate Fund’s obligations to a subscription line’s creditors. In addition, fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Real Estate Fund’s limited partners and the terms of the Real Estate Fund’s offering documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Real Estate Fund’s cost of borrowing, fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Real Estate Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of fund-level borrowing typically delays the need for limited partners to make contributions to a Real Estate Fund, which in certain circumstances enhances the relevant Real Estate Fund’s internal rate of return calculations and thereby has the potential to benefit the marketing efforts of the General Partner and its affiliates. Conflicts of interest also have the potential to arise to the extent that financing is used to make an investment that is later sold in part to co-investors, as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Real Estate Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement may contain other terms that restrict the activities of a Real Estate Fund and the limited partners or impose additional obligations on them. For example, a subscription line may impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in the Real Estate Fund and/or financial or other covenants, that could affect the implementation of the Real Estate Fund’s investment strategy and/or a limited partner’s ability to transfer its interest in a Real Estate Fund. Furthermore, in order to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows the General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Real Estate Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Such

larger capital amounts may increase the magnitude of potential investor defaults. A Real Estate Fund may also utilize fund-level borrowing when the General Partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If the Real Estate Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. Usury Limitations Interest charged on loans owned by the Real Estate Funds generally is subject to state and foreign usury laws imposing maximum interest rates and penalties for violation, including restitution of excess interest and unenforceability of debt. Interest Rate Risks The Real Estate Funds have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect the value of the Real Estate Funds (e.g., interest rate changes have the potential to affect, among other items, the cash flows of an investment directly and the cost of leverage). Potential Restrictive Covenants The Real Estate Funds are permitted to enter into a credit facility with one or more lenders in order to finance their operations (including the acquisition of the Real Estate Funds’ investments). It is anticipated that any such credit facility will contain a number of common covenants that, among other things, might restrict the ability of the Real Estate Funds to: (i) acquire or dispose of assets or businesses; (ii) incur additional entity level indebtedness; (iii) make capital expenditures; (iv) make cash distributions; (v) create liens on assets; (vi) enter into leases, investments or acquisitions; (vii) engage in mergers or consolidations; (viii) make capital calls to the investors; or (ix) engage in certain transactions with affiliates, and otherwise restrict corporate activities of the Real Estate Funds (including their ability to acquire additional investments, businesses or assets, certain changes of control and asset sale transactions) without the consent of the lenders. In addition, such a credit facility would likely require the Real Estate Funds to maintain specified financial ratios and comply with tests, including minimum interest coverage ratios, maximum leverage ratios, minimum net worth and minimum equity capitalization requirements. The Real Estate Funds may incur indebtedness under such credit facility that bears interest at a variable rate. Economic conditions could result in higher interest rates, which could increase debt service requirements on variable rate debt and could reduce the amount of cash available for various Real Estate Funds’ purposes. Risky and Illiquid Investments The investments made by the Real Estate Funds will be risky and illiquid. The investments may be unsecured and subordinated to material amounts of senior indebtedness. The investments may not be protected by financial covenants or limitations upon additional indebtedness. Illiquidity will result from the absence of an established market for the investments, as well as legal or contractual restrictions on their sale by the Real Estate Funds. Dispositions of investments may be subject to contractual and other limitations on transfer (including prepayment penalties

with respect to property-level debt) or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. The possibility of partial or total loss of capital will exist and prospective investors should not subscribe for interests in the Real Estate Funds unless they can readily bear the consequences of such loss. Even if the investments of the Real Estate Funds are successful, they may not produce a realized return for an unspecified duration of time. Insurance May Not Cover All Losses Comprehensive casualty insurance will be maintained on the Real Estate Funds’ investments, including liability and fire and extended coverage, in customary amounts GEM believes are sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. GEM Realty Properties will endeavor to obtain coverage of the type and in the amount customarily obtained by owners of properties similar to the real property that it acquires in the future. There are certain types of losses, however, generally of a catastrophic nature, resulting from, for example, earthquakes, floods, hurricanes, pollution, environmental matters, wars, riots, nuclear reactions and terrorist acts, which may be uninsurable or not economically insurable. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums which can greatly increase the total costs of casualty insurance for a property. As a result, the Real Estate Funds’ investments might not be insured against terrorism. 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 also might make it economically impractical to use insurance proceeds to replace improvements on a property if it is damaged or destroyed. Under such circumstances, the insurance proceeds received, if any, might not be adequate to restore the investment with respect to the affected property. If a major uninsured loss occurs, the Real Estate Funds could lose both invested capital in and anticipated profits from the affected Real Estate Fund’s investments. Americans with Disabilities Act and Similar Laws Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations in the United States must meet federal requirements related to access and use by disabled persons. If one or more of the properties in the Real Estate Funds’ portfolios do not comply with the ADA, then the Real Estate Funds 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 the Real Estate Funds’ properties or restrict the Real Estate Funds’ ability to renovate their properties. The Real Estate Funds cannot predict the ultimate cost of compliance with the ADA or other legislation. If the Real Estate Funds incur substantial costs to comply with the ADA and any other similar legislation, the Real Estate Funds’ financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy their debt service obligations could be materially adversely affected. 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 can 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 radon, 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 any of the Real Estate Funds’ properties could require the Real Estate Funds 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 Real Estate Funds to liability from their tenants, employees of their tenants and others if property damage or health concerns arise. Potential Environmental Liability Under various federal, state and local laws, ordinances and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability therefor as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, generally is expected to adversely affect the owner’s ability to sell the real estate or to borrow funds using such property as collateral, which could have an adverse effect on the Real Estate Funds’ return from such investment. Litigation In the ordinary course of their business, the Real Estate Funds may be subject to litigation. The outcome of such proceedings may adversely affect the value of the Real Estate Funds and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of GEM Realty Properties’ 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. Regulation Governmental authorities at the federal, state and local levels are actively involved in the promulgation and enforcement of regulations relating to land use and zoning restrictions. Regulations may be promulgated which could have the effect of restricting or curtailing certain uses of existing structures or requiring that such structures be renovated or altered in some fashion. The establishment of such regulations could have the impact of increasing the expenses and lowering the profitability of any of the properties affected thereby. Increased costs resulting from increases in real estate, income or transfer taxes or other governmental requirements generally may not be passed through directly to residents, tenants or lessees, inhibiting the ability of GEM Realty Properties to recover such costs.

GEM is subject to numerous and evolving regulations. It is impossible to determine the scope and extent of the impact of any new laws, regulations or initiatives. New laws or regulations could make compliance more difficult and expensive and affect the manner in which GEM operates. Moreover, if calls for additional regulation increase, there may be a related increase in regulatory investigations of the investment activities of alternative asset management funds, including the Funds and GEM. Such investigations may impose additional expenses on GEM, may require the attention of senior management and may result in fines if GEM is deemed to have violated any regulations. The AIFMD regulates the activities of private fund managers undertaking fund management activities or marketing fund interests to investors within the European Union (the “EU”). If a Fund is marketed to EU-based investors: (i) such Fund will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which may result in the Funds incurring additional costs and expenses; and (ii) the AIFMD will also restrict certain activities of the Funds in relation to EU companies including, in some circumstances, a Fund’s ability to recapitalize, refinance or potentially restructure an EU company within the first two years of ownership. In addition, it is possible that some EU jurisdictions will elect to restrict or prohibit the marketing of non-EU funds to investors based in those jurisdictions, which may make it more difficult for the Funds to raise their targeted amount of commitments. Reassessment and Transfer Tax To the extent that an interest in real property is transferred in connection with the offering of limited partnership interests in the Real Estate Funds or a secondary offering, or the ownership is assigned, transferred, financed, or restructured in the ordinary course of business of the Real Estate Funds and their subsidiaries, certain state and local jurisdictions may (i) seek to reassess the underlying real property, which may result in higher ad valorem property taxes and/or (ii) impose a stamp, recording, deed, or other transaction-based tax on such transaction. Market Conditions The Real Estate Funds’ strategy in some investments may be based, in part, upon the premise that real estate businesses and assets will be available for purchase by the Real Estate Funds at prices that GEM Realty Properties considers favorable. Further, the Real Estate Funds’ strategy relies, in part, upon local market recoveries continuing during the term of the Real Estate Funds. No assurance can be given that real estate businesses and assets can be acquired at favorable prices or that the market for such assets will recover or continue to improve, as the case may be since this will depend, in part, upon events and factors outside the control of GEM Realty Properties. Financial Market Fluctuations General fluctuations in the market prices of securities may affect the value of the investments held by the Real Estate Funds. Instability in the securities markets may also increase the risks inherent in the Real Estate Funds’ investments. The ability of companies or businesses in which the Real Estate Funds may invest to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise.

Risk of Bridge Financing If the Real Estate Funds make an investment with the intent of subsequently financing a portion of that investment, there is a risk that the Real Estate Funds will be unable to successfully complete such a financing. This could lead to the Real Estate Funds having a larger amount of capital invested in an investment than anticipated and reduced diversification. Non-U.S. Investments Non-U.S. real estate-related investments involve certain factors not typically associated with investing in real estate-related investments in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Real Estate Funds’ investments may be made, and costs associated with conversion from one currency into another, (ii) differences between U.S. and foreign real estate markets and (iii) certain economic and political risks, including potential exchange-control regulations, potential restrictions on non-U.S. investment and repatriation of capital and the possibility of expropriation or confiscatory taxation. Controlling Person Liability The Real Estate Funds are expected to have controlling interests in some of their investments in real estate companies. The exercise of control over an entity can impose additional risks of liability for environmental damage, failure to supervise management, violation of government regulations (including securities laws) or other types of liability in which the limited liability characteristic of business ownership may be ignored. If these liabilities were to arise, the Real Estate Funds might suffer a significant loss. General Partner Compensation The existence of GEM’s performance-based compensation has the potential to create an incentive for GEM, on behalf of the Real Estate Funds, to make more speculative investments or hold an investment longer than it otherwise would in the absence of such performance-based compensation, although GEM generally considers performance-based compensation to better align its interests with those of its investors. GEM believes that (i) the commitment of GEM and its affiliates to the Real Estate Funds and (ii) the calculation of carried interest on an aggregate basis with respect to the Real Estate Funds should also each tend to reduce these incentives. Possible Lack of Diversification; Limited Number of Investments The Real Estate Funds are subject to certain restrictions on the size, location and type of their investments. Other than such restrictions, prospective investors have no assurance as to the degree of diversification that will actually be achieved in the Real Estate Funds’ investments, either by location, asset size or asset type. The Real Estate Funds may participate in a limited number of investments and, as a consequence, the aggregate return of the Real Estate Funds may be substantially affected by the unfavorable performance of even a single investment. If the Real Estate Funds make an investment in a single transaction with the intent of refinancing or selling a portion of the investment, there is a risk that the Real Estate Funds will be unable to successfully

complete such a financing or sale. This could lead to increased risk as a result of the Real Estate Funds having an unintended long-term investment and reduced diversification. Competition: Difficulty of Locating Suitable Investments Although GEM’s professionals have been successful in identifying suitable investments in the past, the Real Estate Funds may be unable to find a sufficient number of attractive opportunities to meet their targeted returns. The activity of identifying, structuring and completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. The Real Estate Funds will be competing for investments with other real estate investment vehicles, as well as individuals, publicly traded REITs, financial institutions (such as mortgage banks, insurance companies and pension funds) and other institutional investors. Further, over the past several years, many real estate investment funds and publicly traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate assets, including distressed real estate assets. Additional real estate funds and REITs with similar investment objectives may be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). The success of the Real Estate Funds will depend on the ability of the General Partner’s, the Investment Adviser’s and GEM’s professionals to identify suitable investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of a sufficient number of suitable investments. There can be no guarantee that the Real Estate Funds will be able to locate, complete and exit investments that satisfy the Real Estate Funds’ targeted return, or realize upon their values, or that the Real Estate Funds will be able to fully invest all funds committed for investment by the Partners. In addition, GEM’s investment strategies in certain investments depend on its ability to enter into satisfactory relationships with joint venture partners. There can be no assurance that GEM’s current relationship with any such partner will continue (whether on currently applicable terms or otherwise) with respect to the Real Estate Funds or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Real Estate Funds. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Real Estate Fund requires an extended period of time to raise such capital commitments, such Real Estate Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Real Estate Fund will likely invest in fewer investments and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Real Estate Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. Third Party Involvement The Real Estate Funds co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests in certain investments. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that: (i) the Real Estate Funds and such co-venturer may reach an impasse on a major decision that requires the approval of both parties; (ii) a co-venturer or partner of the Real Estate Funds may at any time have economic or business interests or goals that are inconsistent with those of the Real Estate Funds; (iii) the co-venturer or partner may encounter liquidity or insolvency issues or may become bankrupt; (iv) the co-venturer or partner may be in a position to take action

contrary to the Real Estate Funds’ investment objective; (v) the co-venturer or partner may take actions that subject the property to liabilities in excess of, or other than, those contemplated; or (vi) in certain circumstances the Real Estate Funds may be liable for actions of their co-venturers or partners. The co-venturer or partner is permitted to be a joint venture partner or interest holder in another joint venture or other vehicle in which GEM or its affiliates has an interest or otherwise controls. The co-venturer or partner is permitted to be entitled to receive payments from, or allocations or performance-based compensation (e.g., incentive allocation) in respect of, a Real Estate Fund as well as such investments, and in such circumstances, any such amounts may be treated as a fund expense and will not be deemed paid to or received by GEM or reduce any fees borne by the Real Estate Funds. Moreover, GEM is permitted to receive fees associated with capital invested by a co-venturer or partner relating to investments in which a Real Estate Fund participates. This is permitted to be in connection with a joint venture in which a Real Estate Fund participates or other similar arrangements with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which GEM performs services. In addition, the Real Estate Funds are permitted to co-invest with non-affiliated co-investors or partners whose ability to influence the affairs of the investments in which the Real Estate Fund invests may be significant, and even greater than that of the Real Estate Fund and as such, the Real Estate Fund may be required to rely upon the abilities and management expertise of a co-venturer or partner. It may also be more difficult for the Real Estate Funds to sell their interests in any joint venture, partnership or entity with other owners than to sell their interests in other types of investments (any such investment may be subject to a buy-sell right). The Real Estate Funds are permitted to grant co-venturers or partners joint approval rights with respect to major decisions concerning the management and disposition of the investment, which would increase the risk of deadlocks or unanticipated exits from an investment. A deadlock could delay the execution of the business plan for the investment or require the Real Estate Funds to engage in a buy-sell of the venture with the co-venturer or partner or conduct the forced sale of such investment or require alternative dispute resolution in order to resolve such deadlock. Such co-venturers or partners may also be entitled to compensation from the Real Estate Funds for their involvement in the investment. As a result of these risks, the Real Estate Funds may be unable to fully realize their expected return on any such investment. Further, to the extent that a Real Estate Fund offers any co-investment opportunity to any limited partners or third parties, some or all of the risks described above may also apply to such co-investments. Contingent Liabilities on Disposition of Investments; Investor Giveback In connection with the disposition of an investment, the Real Estate Funds may be required to make representations about such investment. The Real Estate Funds also may be required to indemnify the purchaser of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which GEM Realty Properties may establish reserves or escrow accounts. These reserves or accounts (if any) may be insufficient to cover the liability. Furthermore, under the Delaware Revised Uniform Limited Partnership Act, each investor that receives a distribution in violation of such law will, under certain circumstances, be obligated to recontribute such distribution to the Real Estate Funds. Failure to Meet Targeted Returns

Prospective investors should bear in mind that past or targeted performance is not a guarantee, projection or prediction and is not necessarily indicative of future results. There can be no assurance that a Fund will achieve comparable results, that targeted returns will be met or that a Fund will be able to implement its investment strategy and investment approach or achieve its investment objectives. Actual gross and net returns for Funds may vary significantly from targeted returns. A Fund’s target returns are expected to be realized from current income and capital appreciation, using leverage where GEM Realty Properties deems it is appropriate. The target returns are also based on models, estimates and assumptions about performance believed to be reasonable under the circumstances, but actual realized returns on a Fund’s investments will depend on, among other factors, the ability to consummate attractive investments, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the targeted returns are based. Side Letter Agreements GEM reserves the right to enter into a side letter or other similar agreement with a particular investor in connection with its admission to the Funds as an investor therein without the approval of any other investor, which would have the effect of establishing rights under or altering or supplementing the terms of the offering documents with respect to such investor in a manner more favorable to such investor than those applicable to other investors. Such rights or terms in any such side letter or other similar agreement may include, without limitation, (i) excuse rights applicable to particular investments (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, such investments), (ii) GEM’s agreement to extend certain information rights or additional reporting to such investor, including, without limitation, to accommodate special regulatory or other circumstances of such investor, (iii) waiver or modification of certain confidentiality obligations and/or documentation that might be requested by GEM for the benefit of lenders or other persons extending credit to or arranging financing for the Funds, (iv) consent of GEM to certain transfers by such investor or other exercises by GEM of its discretionary authority under the offering documents for the benefit of such investor, (v) restrictions on, or special rights of such investor with respect to the activities of GEM, (vi) withdrawal rights (subject to consent of GEM) due to legal, regulatory or policy matters, including matters related to political contributions, gifts and other such policies, (vii) other rights or terms necessary in light of particular legal, regulatory or public policy characteristics of an investor, (viii) economic arrangements (including discounted or rebated compensation terms), (ix) matters regarding such investor’s right to participate in co-investment opportunities or (x) additional obligations, and restrictions of the Funds with respect to the structuring of any investment (including with respect to alternative investment vehicles). Any rights or terms so established in a side letter with an investor will govern solely with respect to such investor (but not any of such investor’s assignees or transferees unless so specified in such side letter) and will not require the approval of any other investor notwithstanding any other provision of the offering documents. Notwithstanding the fact that an investor may have a most-favored-nations provision in its side letter, such investor may not, notwithstanding the terms of such side letter provision, have the right to elect certain rights or benefits granted to other investors in their side letters. GEM is likely to have its own economic and/or other business incentives to provide certain terms to certain investors, e.g., based on commitment amount to a Fund or the timing thereof, the

ability of an investor to provide sourcing or other services to GEM, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to GEM, its affiliates and personnel, or the Funds. Side letters may also relate to strategic relationships under which an investor agrees to make capital commitments to multiple Funds. Except where required by the relevant Fund’s offering documents, other investors will not receive disclosure of side letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. Side letters subject GEM to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant investor at the expense of the relevant Fund or of investors as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more investors being excused or excluded, or from regulatory or other factors limiting their participation in investments, the aggregate returns realized by participating investors could be adversely affected in a material manner by the unfavorable performance of particular investments. Although GEM believes it to be unlikely, excuse or other rights requested or received by one or more investors (or such regulatory, tax or other factors applicable to such investors) representing a substantial percentage of a Fund have the potential to create significant variations in investor investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. An investor’s voting rights for regulatory or other reasons can be limited in circumstances specified in the offering documents; conversely, a limitation on one or more investors’ voting rights generally will increase the voting rights percentage of other investors in the relevant Fund. Further, investors with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Diverse Investor Group The investors may have conflicting investment, tax and other interests with respect to their investments in the Funds, including conflicts relating to the structuring or timing of investment acquisitions and dispositions. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments and the timing of investments. As a consequence, conflicts of interest may arise in connection with decisions to be made by GEM or the Investment Adviser, including with respect to the nature or structuring of investments that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax attributes (for example, an investor may be affected by its taxable or tax-exempt status or its or its affiliate’s

jurisdiction of organization). The investors that invest in the Funds will not participate in the management thereof. In selecting and structuring investments appropriate for the Funds, GEM or the Investment Adviser will generally consider the investment and tax objectives of the Funds as a whole, not the investment, tax or other objectives of any investor individually. Transfers In certain cases, GEM will have the opportunity (but, subject to any applicable restrictions or procedures in the relevant Fund’s offering documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, GEM will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on suitability and other factors similar to those employed in selecting co-investors, and unless required by the relevant Fund’s offering documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. The relevant General Partner also generally has authority under the Fund’s offering documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant General Partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The General Partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the General Partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant General Partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Uncertainty of Net Asset Values Among the Perpetual Real Estate Fund’s important features are the provisions relating to the funding of capital commitments and the redemptions of interests in the Perpetual Real Estate Fund. The valuation of interests upon the funding of capital commitments, the amount payable upon redemption to redeeming investors and certain other valuations are generally based upon the Perpetual Real Estate Fund’s net asset value applicable to such funding, redemption or other event (subject to any applicable adjustment with respect to distributions, contributions or other material events occurring thereafter). The values of the Perpetual Real Estate Fund’s properties will be established in accordance with its valuation policy statement, a copy of which will be available to investors upon request. The Perpetual Real Estate Fund’s debt is expected to be “marked-tomarket” in accordance with the valuation policy statement. Valuations are inherently subjective in certain respects and rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the properties. Furthermore, valuations are based in large part on information as of the applicable period, and market, property and other conditions may change materially after that date. Accordingly, such values may not accurately reflect the

actual market values of the properties, and, thus, investors may make decisions as to whether to invest in or redeem interests without complete and accurate valuation information. In addition, investors would be adversely affected by higher asset management fees and incentive allocations if the Perpetual Real Estate Fund’s net asset value is overstated. Pricing and Priority in Redemption Transactions In connection with an Open Date (as defined in the relevant Perpetual Real Estate Fund’s offering documents) (and earlier in limited circumstances), investors are entitled to elect to redeem their interests upon written notice to the General Partner. Except in limited circumstances, the redemption payment will be paid only as liquid assets are available as determined by the General Partner in its sole discretion. The General Partner has the right to determine the extent to which liquid assets are available for redemption or instead are necessary for current and anticipated obligations, liabilities, expenses, debt payments, investments, follow-on investments, capital expenditures, distributions, reserves or required redemption payments to certain limited partners. Furthermore, interests may be redeemed by means of two or more partial payments made over a period of time and an investor who gives a redemption notice will not know the redemption price until its interests are actually redeemed. The redemption price ultimately paid may not accurately reflect the fair value of the interests being redeemed. The General Partner is permitted to restrict an investor’s ability to redeem its Perpetual Real Estate Fund interests. The General Partner may enter into an agreement with one or more investors that limits or modifies the applicability of the redemption restrictions with respect to such investors’ Perpetual Real Estate Fund interests, including granting such investors the right to redeem their interests in the Perpetual Real Estate Fund upon the occurrence of certain events. Such redemptions may affect the Perpetual Real Estate Fund’s ability to make and/or hold investments. Use of Capital Investors in the Perpetual Real Estate Fund should not expect to receive distributions of net capital event proceeds. If the General Partner determines that all or any portion of net capital event proceeds are not necessary for current and anticipated obligations, liabilities, expenses, debt payments, investments, follow-on investments, capital expenditures, distributions or reserves, such amounts may be used to satisfy redemption requests. Redemption Requests If the interests subject to outstanding redemption requests represent more than 25% of the Perpetual Real Estate Fund’s net asset value for more than 12 consecutive months, the Perpetual Real Estate Fund will not be permitted to acquire any new investments (excluding pre-existing commitments to make investments, follow-on investments or restructurings of investments) until such redemption requests fall below such threshold. This limitation may have a negative impact on the Perpetual Real Estate Fund’s dividend yield and returns. Growth Equity Transactions The Tactical Opportunities Fund will target growth-equity investments. While growthequity investments offer the opportunity for capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth equity

portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Junior and Early-Stage Investments Investments of the Tactical Opportunities Fund will also be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss where there will be no collateral to protect the investment once made. This will include investments in start-up and early-stage companies that have inherently greater risk than more established businesses that will require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Follow-On Investments The Tactical Opportunities Fund is permitted to provide additional funds to a portfolio company or may have the opportunity to increase its investment in a successful portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that there will be followon investments or that the Fund will have sufficient funds to make all or any of such investments. Any decision not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments may result in a lost opportunity for the Tactical Opportunities Fund to increase its participation in a successful portfolio company or the dilution of the Tactical Opportunities Fund’s ownership in a portfolio company if a third party invests in such portfolio company. Dilution Limited partners admitted or that increase their respective commitments to the Tactical Opportunities Fund at subsequent closings generally will participate in then–existing investments of the relevant investment(s), thereby diluting the interest of existing limited partners in such investments. Although any such new limited partner will be required to contribute its pro rata share of previously made capital contributions, there can be no assurance that this contribution will reflect the fair value of the Tactical Opportunities Fund’s existing investments at the time of such contributions. Non-Controlling Investments The Tactical Opportunities Fund also expects to hold meaningful minority stakes in privately held companies and in most cases will have limited minority protection rights. In addition, during the process of exiting investments, the Fund at times may hold minority equity stakes of any size such as might occur if portfolio companies are taken public and such stakes may

be subject to limited liquidity. As is the case with minority holdings in general, such minority stakes that the Tactical Opportunities Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where the Tactical Opportunities Fund holds a minority stake, it may be more difficult to liquidate its interests than it would be had it owned a controlling interest in such company. Even if the Tactical Opportunities Fund has contractual rights to seek liquidity of the minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Tactical Opportunities Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Board of Director Liability The Tactical Opportunities Fund, in certain circumstances, is expected to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the portfolio companies in which it invests. Serving on the board of directors (or similar governing body) of a portfolio company exposes the Tactical Opportunities Fund’s representatives, and ultimately the Tactical Opportunities Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from the Tactical Opportunities Fund’s investment activities. To the extent any GEM personnel receive director fees or other compensation (“Board Compensation”) from serving on a portfolio company’s board of directors, the Management Fee payable by investors in the Tactical Opportunities Fund shall be reduced by the aggregate amount of Board Compensation received by GEM personnel. Cannabis Investments The Tactical Opportunities Fund will invest in portfolio companies in the cannabis industry. The cannabis industry is relatively new and subject to frequent regulatory change. This industry may become highly regulated at both the federal and state levels in the United States and internationally, and even in those jurisdictions in which the manufacture and use of cannabis has been legalized at the state level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment and substantial fines. The laws and regulations relating to the cannabis industry are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the invested companies. Market Risks GEM Realty Securities’ investment strategies are subject to market risk. There can be no assurance that what is perceived as an investment opportunity will not, in fact, result in substantial losses as a result of one or more of a wide variety of factors. Certain general market conditions— for example, a reduction in the volatility or pricing inefficiencies of the markets in which GEM Realty Securities is active—could materially reduce the Hedge Funds’ and separately managed

accounts’ profit potential. While GEM Realty Securities might develop new investment strategies in the future, any such strategies may not be thoroughly tested before being employed and may not, in any event, be successful. In addition, any new investment strategy or technique developed by GEM Realty Securities may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the portfolios. The portfolios can only be successful if GEM Realty Securities is able to trade and invest successfully, and there can be no assurance that this will be the case. Systemic Risk Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the portfolios interact on a daily basis. Lack of Liquidity in Markets and Investments in Thinly-traded or Illiquid Instruments Despite the heavy volume of trading in securities, the markets for some securities and investment instruments have limited liquidity and depth. This lack of depth could disadvantage the portfolios, both in the realization of the prices which are quoted and in the execution of orders at desired prices. The portfolios are permitted to invest a significant portion of their assets in instruments that are thinly traded or that have limited liquidity. As a result, the portfolios may be required to hold such instruments despite an adverse price movement. In addition, to the extent the portfolios make a short sale of an illiquid security, they may have difficulty in covering the short sale. Hedge Funds Leverage The portfolios are authorized to borrow amounts in the normal course of their trading, on both a secured basis, using the securities that they own as collateral, and an unsecured basis. The portfolios, by virtue of their use of borrowed funds and the significant degree of leverage typically embedded in derivative instruments such as swaps, may therefore trade on a highly leveraged basis. Additionally, losses incurred on the portfolios’ leveraged investments will be increased in magnitude in direct proportion to the degree of leverage used, and may exceed the amount of capital invested. Leverage is also used in connection with short sales. The instruments and borrowings utilized by the Hedge Funds or separately managed accounts to leverage investments may be collateralized by the portfolios’ portfolios. Accordingly, the portfolios may pledge their securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure the portfolios’ margin accounts decline in value, the portfolios could be subject to a “margin call”, pursuant to which the portfolios must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to the portfolios can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the

foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no assurance that the portfolios will be able to secure or maintain adequate financing. Hedging Transactions The portfolios are permitted to utilize securities both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the portfolios’ investment portfolios resulting from fluctuations in the markets and changes in interest rates; (ii) protect the portfolios’ unrealized gains in the value of their investment portfolios; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in the portfolios’ portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the portfolios’ securities; (vii) protect against any increase in the price of any securities the portfolios anticipate purchasing at a later date; or (viii) act for any other reason that GEM Realty Securities deems appropriate. The portfolios will not be required to hedge any particular risk in connection with a particular transaction or their portfolios generally. While the portfolios may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the portfolios than if they had not engaged in any such hedging transaction. Moreover, the portfolios will always be exposed to certain risks that may not be hedged. Institutional Risks The portfolios expect to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the portfolios to trade in any variety of markets or asset classes over time; however, there can be no assurance that the portfolios will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships could limit the portfolios’ trading activities, could create losses, could preclude the portfolios from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and could prevent the portfolios from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before the portfolios establish additional relationships could have a significant impact on the portfolios’ business due to the portfolios’ reliance on such counterparties. Some of the markets in which the portfolios may effect transactions are not “exchangebased,” including “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. The lack of evaluation and oversight of over-the-counter markets exposes the portfolios to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the portfolios to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the portfolios have concentrated their transactions with a single or small group of counterparties. Generally, the portfolios will not be restricted from dealing with any particular counterparties. GEM Realty Securities’ evaluation of the creditworthiness of the portfolios’ counterparties may not prove sufficient. The lack of a complete and “foolproof”

evaluation of the financial capabilities of the portfolios’ counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the portfolios. Credit Risks The stability and liquidity of over-the-counter derivative transactions depend in large part on the creditworthiness of the parties to the transactions. It is expected that the portfolios will monitor on an ongoing basis the creditworthiness of firms with which they will enter into overthe-counter derivatives. If there is a default by the counterparty to such a transaction, the portfolios will under most normal circumstances have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of the portfolios being less than if the portfolios had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the portfolios’ counterparties were to become insolvent or the subject of insolvency proceedings, there exists the risk that the recovery of the portfolios’ securities and other assets from such counterparty will be delayed or be of a value less than the value of the securities or assets originally entrusted to such counterparty. In addition, the portfolios may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the portfolios’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the portfolios and their assets. Investors should assume that the insolvency of any counterparty would result in a loss to the portfolios, which could be material. Competition; Availability of Investments Certain markets in which the portfolios may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that GEM Realty Securities will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk The portfolios’ investment program may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying securities. Fluctuations or prolonged changes in the volatility of such securities, therefore, can adversely affect the value of investments held by the portfolios. Global Market Exposure The portfolios are permitted to invest on a global basis in both developed and emerging markets. In investing outside of the United States, the portfolios are subject to: (i) currency

exchange-rate risk; (ii) the possible imposition of withholding, income or excise taxes; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and little or potentially biased government supervision and regulation; and (iv) economic and political risks, including expropriation, currency exchange control and potential restrictions on foreign investment and repatriation of capital. GEM Realty Securities is permitted, but will be under no obligation, to hedge the portfolios’ exchange rate risk. Moreover, any hedging may itself be costly and reduce returns. Prospective investors must recognize that an investment in the portfolios will be subject to foreign exchange risk as well as hedging costs. Furthermore, currency fluctuations may have a material impact on the volatility of the issuers in which the portfolios invest, in addition to affecting the value of the gains and losses recognized on the portfolios’ trading. Long/Short Investment Strategy The success of the portfolios’ long/short investment strategy depends upon GEM Realty Securities’ ability to identify and purchase financial instruments that are undervalued and identify and sell short financial instruments that are overvalued. The identification of investment opportunities in the implementation of the portfolios’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the portfolios’ positions were to fail to converge toward, or were to diverge further from values expected by GEM Realty Securities, the portfolios may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the portfolios to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with GEM Realty Securities’ long/short strategies may become outdated and inaccurate as market conditions change. Equity Securities The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the portfolios may suffer losses if they invest in equity instruments of issuers whose performance diverges from GEM Realty Securities’ expectations or if equity markets generally move in a single direction and the portfolios have not hedged against such a general move. The portfolios also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. In addition, common stock and similar equity securities generally represent the most junior position in an issuer’s capital structure and, as such, generally entitle holders to an interest in the assets of the issuer, if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend and any other required payments on more senior securities of the issuer. Warrants and stock purchase rights are securities permitting, but not obligating, their holders to subscribe for

other equity securities, and they do not represent any rights in the assets of the issuer. As a result, warrants and stock purchase rights may be considered more speculative than other types of equity investments. Investments in Emerging Markets GEM Realty Securities is permitted to invest the portfolios’ assets in emerging countries which it believes offer superior capital appreciation. Investors in the portfolios should note that changes in regulatory, tax or economic policy in a country could significantly affect the market in that country, and, therefore, the return on the portfolios’ investments in such country. Additionally, many foreign markets are more concentrated than the U.S. market, with a small number of companies making up a large percentage of the local market. As a result, the performance of one company, or a relatively small number of companies, could have a significant effect on the performance of the portfolios’ investments in a country. In determining whether to invest in a particular emerging market, GEM Realty Securities generally considers such factors as economic growth, expected inflation, governmental policies, and currency relationships among other factors. Capital Structure Arbitrage The success of this strategy will depend on the ability of GEM Realty Securities to identify and exploit the relationships between movements in different financial instruments within an issuer’s capital structure (including, bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that GEM Realty Securities will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which the portfolios will seek to invest will reduce the scope for the portfolios’ investment strategies. In the event that the perceived mispricing underlying the portfolios’ positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Activist Role of GEM Realty Securities The portfolios are permitted to invest in debt and equity securities of companies that GEM Realty Securities believes are undervalued by the marketplace and are likely to appreciate, including as a result of a change in ownership, corporate direction or management, or as a result of operational improvements. This activist investment strategy may require, among other things: (i) that GEM Realty Securities properly identify companies whose securities prices can be improved through corporate and/or strategic action; (ii) that the portfolios acquire sufficient securities of such companies at a sufficiently attractive price; (iii) that the portfolios avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) that management of companies and other security holders respond positively to GEM Realty Securities’ proposals; and (v) that the market price of a company’s securities increases in response to any actions taken by companies. There can be no assurance that any of the foregoing will succeed. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in

litigation and may erode, rather than increase, the value of the interests; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; (vi) the necessity for compliance with applicable securities laws; and (vii) no guarantee can be made that there will be sufficient liquidity in the markets to allow the portfolios to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the portfolios, and some of those parties may be indifferent to the proposed changes. Event-Driven Investing Event-driven investing requires an investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as GEM Realty Securities had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the portfolios of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a Federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable Federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the portfolios’ operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Relative Value Trading Unless otherwise prohibited in the relevant Fund’s offering documents or separately managed accounts’ investment management agreements, GEM Realty Securities is permitted to use “relative value” investing strategies, which attempt to exploit relative mispricings among interrelated instruments (securities/securities; securities/derivatives; securities/futures; derivatives/futures; futures/futures), rather than making directional “bets” on absolute price movements. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for the portfolios to maintain a position. Even pure

arbitrage positions can result in significant losses if GEM Realty Securities is not able to maintain both sides of the position until expiration, for example, in circumstances where the portfolios are forced to prematurely return a borrowed security. GEM Realty Securities may utilize a high degree of leverage and could be forced to liquidate positions prematurely in order to meet margin calls, causing an otherwise “pure” arbitrage position to result in major losses. The success of GEM Realty Securities’ relative value investment strategy depends on GEM Realty Securities’ ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products, or markets. Identification and exploitation of such discrepancies involve uncertainty. There can be no assurance that GEM Realty Securities will be able to locate investment opportunities or exploit pricing inefficiencies in the securities markets. A reduction in the pricing inefficiency of the markets in which GEM Realty Securities seeks to invest will reduce the scope for GEM Realty Securities’ investment strategies. In the event that the perceived mispricings underlying the portfolios’ positions were to fail to converge toward, or were to diverge further from, relationships expected by GEM Realty Securities, the portfolios may incur losses. Even if GEM Realty Securities’ relative value investment strategy is successful, it may result in high portfolio turnover and, consequently, high transaction costs. Distressed Debt The portfolios generally are permitted to acquire performing, sub-performing or nonperforming debt secured by real estate. The portfolios generally are permitted to also acquire unsecured debt interests that are issued by real estate companies, REITs or that pertain to the owners of the underlying real estate. In addition to the risks of borrower default, the collateral may be mismanaged or otherwise decline in value during periods in which the portfolios do not have control of the underlying real estate. In addition, borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce mortgage or other debt obligations. If any of the above occurs, the value of the portfolios’ investments could be adversely affected. As a lender, the portfolios may be subject to penalties for violations of state usury limitations, which penalties may be triggered by contracting for, charging or receiving usurious interest. It is anticipated that a portion of the portfolios’ debt investments will not be rated by any nationally recognized rating agency. Generally, the value of unrated classes is more subject to fluctuation due to economic conditions than rated classes. Overall credit quality may move up or down frequently within this category. The portfolios’ acquisition of credit support classes of securitizations (which may be first loss classes) which are unrated at the time of acquisition and which have lower ratings incrementally increase the risk of nonpayment or of a significant delay in payments on these classes. Should assets be downgraded, it may adversely affect their value and may adversely affect the value of the portfolios. Risks Associated with Commercial Mortgage Loans The portfolios are permitted to invest in commercial mortgage loans. The value of the portfolios’ commercial mortgage loans will be influenced by the historical rate of delinquencies and defaults experienced on the commercial mortgage loans and by the severity of loss incurred as a result of such defaults. The factors influencing delinquencies, defaults and loss severity include (i) economic and real estate market conditions by industry sectors (e.g., multifamily, retail,

office, etc.); (ii) the terms and structure of the mortgage loans; and (iii) any specific limits to legal and financial recourse upon a default under the terms of the mortgage loan. Commercial mortgage loans are generally viewed as exposing a lender to a greater risk of loss through delinquency and foreclosure than lending on the security of single family residences. The ability of a borrower to repay a loan secured by income-producing property typically is dependent primarily upon the successful operation and operating income of such property (i.e., the ability of tenants or operators to make lease payments or generate revenue from the operation of a property, the ability of a property to attract and retain tenants or guests, and the ability of the owner to maintain the property, minimize operating expenses, and comply with applicable zoning and laws) rather than upon the existence of independent income or assets of the borrower. Most commercial mortgage loans provide recourse only to specific assets, such as the property, and not against the borrower’s other assets or personal guarantees. Commercial mortgage loans generally do not fully amortize, which can necessitate a sale of the property or refinancing of the remaining “balloon” amount at or prior to maturity of the mortgage loan. Accordingly, investors in commercial mortgage loans (as well as CMBS, as defined above) bear the risk that the borrower will be unable to refinance or otherwise repay the mortgage at maturity, thereby increasing the likelihood of a default on the borrower’s obligation. Exercise of foreclosure and other remedies may involve lengthy delays and additional legal and other related expenses on top of potentially declining property values. In certain circumstances, the creditors may also become liable upon taking title to an asset for environmental or structural damage existing at the property. Illiquid Strategies The portfolios are permitted to invest in securities, such as structured products, derivatives and other types of unregistered securities that are illiquid. Generally, there is no public or overthe-counter trading market for these securities, and the portfolios might only be able to liquidate these positions at highly disadvantageous prices. There may be limited information available about the issuers of the securities which may make valuation of such securities difficult or uncertain. The market prices, if any, for such illiquid securities tend to be volatile and the portfolios may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. Even those markets which GEM Realty Securities expects to be liquid can experience periods, possibly extended periods, of illiquidity. Vulnerability to Interest Rate Changes Investments in which the portfolios invest may be fixed rate debt or similar securities or instruments, and therefore will decline in value when interest rates rise. Also, because the value of real estate often declines when interest rates rise, the value of the collateral underlying the debt investments in which the portfolios invest may decline at the same time. Therefore, rising interest rates could substantially affect the value of the portfolios’ investments.

Investment in Partnerships and Other Entities The portfolios are permitted to make investments through partnerships, joint ventures or other entities. Such investments generally involve risks not present in direct investments, including, for example, the possibility that a co-venturer or partner of the portfolios might become bankrupt, or may at any time have economic or business interests or goals which are inconsistent with those of the portfolios, or that any such co-venturer or partner may be in a position to take action contrary to the portfolios’ objectives. Furthermore, if such co-venturer or partner defaults on its funding obligations, it may be difficult for the portfolios to make up the shortfall from other sources. The portfolios may be required to make additional contributions to replace such shortfall, thereby reducing the diversification of their investments. Any default by such co-venturer or partner could have an extremely deleterious effect on the portfolios, their assets and the interests of the investors. In addition, the portfolios may be liable for the actions of their co-venturers or partners. While GEM Realty Securities will attempt to limit the liability of the portfolios by reviewing the qualifications and previous experience of co-venturers or partners, it does not expect to obtain financial information from, or to undertake private investigations with respect to, prospective co-venturers or partners. Investments with Co-Lenders The portfolios are permitted to make debt investments where the portfolios are co-lenders with other lenders. Such investments involve risks not present in debt investments where a Hedge Fund or separately managed account is the sole lender, including, for example, the possibility that a co-lender might become bankrupt, or may at any time have economic or business interests or goals which are inconsistent with those of the portfolios, or that any such co-lender may be in a position to take action contrary to the portfolios’ objectives. Furthermore, to the extent such investment requires additional funding or protective advances, if any such co-lender defaults on its funding obligations, it may be difficult for the portfolios to make up the shortfall from other sources. The portfolios may be required to advance additional funds to replace such shortfall, thereby reducing the diversification of their investments. Any default by such co-lender could have an extremely deleterious effect on the portfolios, their assets and the interests of the investors. In addition, the portfolios may be liable for the actions of their co-lenders. Risks of Litigation Investing in distressed securities can be a contentious and adversarial process. Different investor groups may have qualitatively different, and frequently conflicting, interests. The portfolios’ investment activities may include activities that are hostile in nature and will subject them to the risks of becoming involved in litigation by third parties. The expense of defending claims against the portfolios by third parties and paying any amounts pursuant to settlements or judgments would be borne by the portfolios and would reduce net assets and could require the partners to return distributed capital and earnings to the portfolios. GEM Realty Securities will be indemnified by the portfolios in connection with such litigation, subject to certain conditions.

Derivative Instruments The portfolios are permitted to make use of various derivative instruments, such as warrants, options, convertible securities and equity swaps. The use of derivative instruments involves a variety of material risks. These risks include the extremely high degree of leverage which can be embedded in such instruments, a risk which can be materially increased by the limited liquidity which frequently characterizes the derivatives markets. The pricing relationships between derivatives and the underlying instruments on which they are based also may not conform to anticipated or historical correlation patterns, resulting in unanticipated losses. In addition, some of the derivatives that may be traded by GEM Realty Securities are over-the-counter instruments (contracts) between the portfolios and third parties. The risk of counterparty non-performance can be significantly greater in the case of these over-the-counter instruments as opposed to exchangetraded instruments. Furthermore, “bid-ask” spreads may be unusually wide in the substantially unregulated over-the-counter markets. Short Sales The portfolios expect to engage in short selling of securities or other investment products. Short selling, and especially short selling on margin, is considered a risky trading strategy. When they make a short sale, the portfolios sell securities or other investment instruments that they do not own. To make delivery of the security or other investment instruments sold, the portfolios will be required to borrow the security or other investment instruments. An investment manager will make a short sale when it anticipates it will be able to purchase and return the securities to the lender after the securities have declined in value. The gain realized will be the difference between the sale price for the securities and the price at which the securities are purchased. However, in the event the market price of the security or other investment instrument has increased, the portfolios may be forced to cover the short position at a price higher than the sale price and, if the interest earned on the proceeds of the short sale is insufficient to offset the price differential, this will result in a loss. Since there is theoretically no limit to how high the price of a security will sell for, a short sale involves the theoretically unlimited risk of an increase in the market price of the securities involved. The borrowed securities or other investment instruments in a short sale are subject to call from the lender at any time at its discretion, which would require the portfolios to cover their positions at that time. A lender may call a security for a variety of reasons, some of which may be rather arbitrary. In the event the call is made when the security has increased in price or is, in fact, rapidly increasing in price, the portfolios will be required to cover at the higher price, thus realizing a loss. The portfolios may be required to attempt to borrow the called security from a different broker. However, under certain circumstances, the portfolios may have difficulty in finding the security to borrow. The call feature of short selling takes control over the decision to cover short positions out of the hands of the investment manager. It is possible that where the number of short sellers of a security is large, the portfolios will have difficulty in finding the security to borrow. In such event, the cost of borrowing the security will increase. In situations where it is difficult to borrow a security, the portfolios’ ability to meet their investment objectives may be limited.

Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the portfolios may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Options The portfolios are permitted to utilize options. There can be no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option or at any particular time. If the portfolios are unable to effect a closing purchase transaction with respect to covered options they have written, the portfolios will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if the portfolios are unable to effect a closing sale transaction with respect to options they have purchased, they would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities. The portfolios are permitted to purchase and sell both options that are traded on exchanges and options traded overthe-counter. The market for over-the-counter options is more limited than with exchange-traded options and may involve the risk that brokers, dealers or other counterparties participating in such transactions will not fulfill their obligations. Synthetic Assets; Credit Default Swaps The portfolios are permitted to enter into credit default swaps or acquire or sell creditlinked notes secured by credit default swaps for, among other reasons, the purpose of implementing GEM Realty Securities’ view that a particular credit, or group of credits, will experience credit improvement or credit deterioration, or to pursue other investment strategies. In the case of expected credit improvement, the portfolios are permitted to “write” or “sell” credit default protection in which they receive spread income. The portfolios are also permitted to “purchase” credit default protection even in the case in which they do not own the referenced obligation if, in the judgment of GEM Realty Securities, there is a high likelihood of credit deterioration. Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the underlying Reference Obligation (as defined below), and potential loss upon default, among other factors. As such, there are many factors upon which market participants may have divergent views. Specifically, the portfolios are permitted to acquire exposure to the risk of CMBS, debt securities and loans synthetically through products such as credit default swaps (including, without limitation, CMBX contracts), total return swaps, credit linked notes, structured notes, trust certificates and other derivative instruments (each, a “Synthetic Asset”). A Synthetic Asset could take many forms, including a credit derivative transaction that references a CMBS, debt security, loan, or a credit derivative transaction that references a portfolio or index of reference obligations consisting of CMBS, debt securities, bonds or other financial instruments (each, a “Reference Obligation”).

Selling credit default protection creates a synthetic “long” position which may replicate credit exposure to the Reference Obligation. However, there can be no assurance that the price relationship between the Reference Obligation and the Synthetic Asset will remain constant (as, among other reasons, the pricing of each may be based upon different factors), and events unrelated to the Reference Obligation (such as those affecting availability of borrowed money and liquidity) can cause the price relationship to change. This risk is often referred to as “basis risk,” and it may cause the portfolios to realize a greater loss on a Synthetic Asset than might otherwise be the case with a direct investment in a Reference Obligation. As a “seller” of credit default protection, the portfolios will generally receive a fixed rate of income throughout the term of the contract, which generally is between six months and ten years (depending on the maturity of the underlying Reference Obligation); provided that there is no credit event. If a credit event occurs, the portfolios (as the seller of protection) will be required to pay the notional value of the Reference Obligation and, depending on the terms of the contract, either may receive in return a security representing the Reference Obligation, which will have a heavily discounted value or perhaps little or even no value, or may receive nothing in return other than the right to receive reimbursements of recoveries from the counterparty to the extent that the Reference Obligation subsequently performs. Exposure to Reference Obligations through Synthetic Assets presents risks in addition to those resulting from direct purchases of the assets referenced. The portfolios will have a contractual relationship only with the Synthetic Asset counterparty, and not with the issuer(s) (the “Reference Entity”) of the Reference Obligations unless a termination (in whole or in part) of the contract prior to such contract’s scheduled maturity date (in the event of a credit event) occurs with respect to any such Reference Obligation, physical settlement applies and the Synthetic Asset counterparty delivers the Reference Obligation to the portfolios. Other than in the event of such delivery, the portfolios generally will have no right directly to enforce compliance by the Reference Entity with the terms of any such Reference Obligation and the portfolios will not have any rights of set-off against the Reference Entity. In addition, the portfolios generally will not have any voting or other consensual rights of ownership with respect to the Reference Obligation. The portfolios also will not directly benefit from any collateral supporting the Reference Obligation and will not have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. If the portfolios are “purchasers” of credit default protection and no credit event occurs, the portfolios will lose their investments and recover nothing. However, if a credit event occurs, the portfolios (as purchasers) may receive the notional value of the Reference Obligation from the Synthetic Asset counterparty even if the Reference Obligation has little or no value. In the event of the bankruptcy or insolvency of the Synthetic Asset counterparty, the portfolios will be treated as a general unsecured creditor of such counterparty, and will not have any claim of title with respect to the Reference Obligation. Consequently, the portfolios will be subject to the credit risk of the Synthetic Asset counterparty, as well as that of the Reference Entity. As a result, concentrations of Synthetic Assets entered into with any one Synthetic Asset counterparty will subject the portfolios to an additional degree of risk with respect to defaults by such Synthetic Asset counterparty as well as by the respective Reference Entities. Where the portfolios are the purchasers of credit default protection, the portfolios are exposed to the risk that

the Synthetic Asset counterparty may fail to satisfy its payment obligation to the portfolios following a credit event. The failure of a Synthetic Asset counterparty to perform may cause the portfolios’ hedging strategies, to the extent that they involve the purchase of credit default protection, to be less effective or ineffective. Foreign Exchange Contracts The portfolios are permitted to engage in foreign exchange trading. Trading in foreign exchange spot or forward contracts is not regulated and such contracts are not traded on or guaranteed by an exchange or its clearinghouse. Rather, banks and dealers act as principals in the forward contract markets. Consequently, there are no requirements with respect to recordkeeping, financial responsibility, or segregation of customer funds and positions. In connection with their spot and forward contract trading, the portfolios will be subject to the failure, inability or refusal to perform a spot or forward contract by a counterparty to such spot or forward contract. The default of a party with which the portfolios had entered into a spot or forward contract could deprive the portfolios of any profit potential or force the portfolios to cover their commitments for resale, if any, at the market price then current. Lower Rated Securities The portfolios are permitted to invest in debt securities that are unrated or rated the lowest rating category by Standard & Poor’s or Moody’s. The portfolios may have difficulty disposing of lower quality debt securities because there may be a thin trading market for such debt securities. There may be no established secondary market for many of these debt securities, and the portfolios anticipate that such securities could be sold only to a limited number of dealers or institutional investors. The lack of a liquid secondary market also may have an adverse impact on market prices of such instruments and may make it more difficult for the portfolios to obtain accurate market quotations for purposes of valuing their portfolio securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, also may decrease the values and liquidity of lower rated debt securities, especially in a thinly traded market. The portfolios also may incur additional expenses to the extent they are required to seek recovery upon a default in the payment of principal or interest on their portfolio securities. Exchange-Traded Funds The portfolios are permitted to invest in Exchange Traded Funds (“ETFs”), which are shares of publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. In addition, the portfolios may bear, along with other shareholders of an ETF, their pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate

share of the portfolios’ expenses (e.g., management fees and operating expenses), investors may also indirectly bear similar expenses of an ETF. Swaps The portfolios are permitted to enter into swap agreements. Swap agreements are individually negotiated between the portfolios and a counterparty and can be structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the portfolios’ exposure to instruments issued by certain countries (i.e., geographic exposure), long-term or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, credit events, or other factors such as security prices, baskets of equity securities, or inflation rates. In addition, swaps also can utilize leverage that could create additional volatility risks for the portfolios. Swap agreements can take many different forms and are known by a variety of names. The portfolios are not limited to any particular form of swap agreement if GEM Realty Securities determines it is consistent with the portfolios’ investment objective and policies. Among other types of swap agreements, the portfolios may enter into credit default swaps. Swap agreements tend to shift the portfolios’ investment exposure from one type of investment to another. For example, under the terms of a swap, the portfolios may receive from a swap counterparty all positive returns earned on a notional investment amount in a particular security or basket of securities in exchange for the portfolios’ periodic payments to the swap counterparty reflecting the costs of the swap (i.e., a “total return swap”). In such instance, the portfolios would pay to the swap counterparty the absolute value of all negative returns earned on the notional investment represented by the swap. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the portfolios. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the portfolios. If a swap agreement calls for payments by the portfolios, the portfolios must be prepared to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses by the portfolios. Further, a counterparty to a swap could default on the swap and expose the portfolios to additional losses. Long-Term Investments The portfolios may pursue investment opportunities that seek to maximize asset value or create market opportunities on a long-term basis. In pursuing such long-term strategies, the portfolios may forgo value in the short-term or temporary investments in order to be able to avail the portfolios of additional and/or longer-term opportunities in the future. Consequently, the portfolios may not capture maximum available value in the short-term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their capital accounts before such long-term value may be realized by the portfolios.

Short-Term Market Considerations GEM Realty Securities’ trading decisions are permitted to be made on the basis of shortterm market considerations, and the portfolio turnover rate could result in significant trading related expenses. Undervalued Securities The portfolios are permitted to invest in securities of companies which GEM Realty Securities believes to be undervalued. However, the identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the portfolios’ investments may not adequately compensate for the business and financial risks assumed. Debt Securities Generally Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated or unrated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Bonds or other fixed-income securities that are “higher yielding” (including noninvestment-grade) debt securities are generally not exchange traded and, as a result, these securities trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the portfolios are permitted to invest in bonds of issuers that do not have publicly-traded equity securities, making it more difficult to hedge the risks associated with such investments. CMBS The portfolios are permitted to invest in CMBS. CMBS are, generally, securities backed by obligations (including certificates of participation in obligations) that are principally secured by mortgages on real property or interests therein having a multifamily or commercial use, such as regional malls, other retail space, office buildings, industrial or warehouse properties, hotels, rental apartments, nursing homes, senior living centers and self-storage properties. CMBS are

subject to particular risks, including lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. Because commercial mortgage loans are often structured so that all or a substantial portion of the loan principal is not amortized over the life of the loan but is instead payable at maturity, repayment of commercial mortgage loans depends significantly upon the availability of real estate financing at the time of maturity from the existing or an alternative lender and/or upon the current value and ability to sell the related real estate. Therefore, the lack of real estate financing may lead to default under a commercial mortgage loan and may adversely affect the related CMBS. In addition, commercial property values and net operating income are subject to volatility, which may result in net operating income becoming insufficient to cover debt service on the related mortgage loan. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the underlying real estate. Furthermore, the net operating income from and value of any commercial property is subject to various risks, including changes in general or local economic conditions and/or specific industry segments; the solvency of the related tenants; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; terrorist threats and attacks and social unrest and civil disturbances. Property-specific issues with respect to the underlying mortgaged property, such as significant government regulation of a particular industry, reliance on franchise, management or operating agreements, transferability on purchase or foreclosure of related valuable assets such as liquor and other licenses and ease of conversion of a commercial property to an alternative use, will impact both risk of loss and loss severity with respect to the underlying mortgage loan pool and the CMBS. Additional risks may be presented by the type and use of a particular commercial property. Special risks are presented by nursing homes, hospitality properties and certain other property types. At any one time, CMBS may be backed by commercial mortgage loans with disproportionately large aggregate principal amounts secured by properties in only a few states or regions. As a result, the commercial mortgage loans may be more susceptible to geographic risks relating to such areas, such as adverse economic conditions, adverse events affecting industries located in such areas and natural hazards affecting such areas, than would be the case for a pool of mortgage loans having more diverse property locations. Certain of the commercial mortgage loans underlying a CMBS may bear interest at adjustable rates based on the Secured Overnight Financing Rate (SOFR) for one-month dollar deposits or other established interest indices. See the risk factor “Changes to Benchmark Rates” below. Accordingly, debt service for any such commercial mortgage loan will increase as interest rates rise. In contrast, rental and other income on the related mortgaged properties is not expected to rise in line with interest rates as they rise. Accordingly, debt service coverage ratios of the underlying floating rate commercial mortgage loans generally will be adversely affected by rising interest rates, and a borrower’s ability to make all payments due on such floating rate commercial mortgage loans may be adversely affected.

Most commercial mortgage loans underlying CMBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower’s assets other than the collateral. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks, and governmental disclosure requirements with respect to the condition of the property may make a third-party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related CMBS. Revenues from the assets underlying such CMBS may be retained by the borrower and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court-appointed receiver to control collateral cash flow. The exercise of remedies and successful realization of liquidation proceeds relating to CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a limited number of special servicers available, particularly those that do not have conflicts of interest. Currencies A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts traded by the portfolios are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Limited Formal Diversification Policies The portfolios have not adopted fixed guidelines for diversification of their investments among issuers, industries, instruments or markets and may be heavily concentrated, at any time, in a limited number of positions. In attempting to maximize the portfolios’ returns, GEM Realty Securities may concentrate the holdings of the portfolios in those industries, companies, instruments or markets which, in the sole judgment of GEM Realty Securities, provide the best profit opportunity in view of the portfolios’ investment objectives. This limited diversity could expose the portfolios disproportionately to market movements in general if there are disproportionately greater adverse price movements in those securities. Nature of Portfolio Investments It is possible that the issuers of some of the securities in which the portfolios invest may be more vulnerable than larger companies to adverse business or market developments, may have limited markets or financial resources and may lack experienced management. In addition, many small and medium size companies are not well-known to the investing public, do not have significant institutional ownership and are followed by relatively few, if any, securities analysts, with the result that there may tend to be less publicly available information concerning such

companies compared to what is available for exchange-listed or larger capitalization over-thecounter securities. Finally, some securities traded in the over-the-counter market may have fewer market makers, wider spreads between their quoted bid and asked prices and lower trading volumes, resulting in comparatively greater price volatility and less liquidity than the securities of companies that have larger market capitalizations and/or that are traded on United States or foreign exchanges or the market averages in general. Thus, an investment in the portfolios involves considerably more risk than investments in more liquid equity securities of companies traded on United States or foreign exchanges and the over-the-counter market. Privacy, Data Protection Law and Cybersecurity The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of GEM, the General Partner, the Clients and/or their investments, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Clients’ performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for GEM, the General Partners, the Clients and/or their investments are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. For example, California has passed the California Consumer Privacy Act of 2018, and the EU has enacted the General Data Protection Regulation (EU 2016/679), each of which broadly impacts businesses that handle various types of personal data, potentially including private fund managers and their funds and investments. Such laws impose stringent legal and operational obligations on regulated businesses, as well as the potential for significant penalties. Certain other jurisdictions, including other U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose similarly significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include GEM, the General Partner, the Funds and/or their investments. Additionally, there are certain cybersecurity risks associated with the use of information technology systems by GEM, the Clients, third party Service Providers of GEM and/or the Clients, and/or the portfolio companies invested. These systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, and usage errors by their respective professionals. GEM has implemented various measures to manage risks relating to these types of events, if such a system is compromised, becomes inoperable for an extended period of time or ceases to function properly. Additional time and/or expenses will be required to fix or replace such system or otherwise remedy the effects of such issues. The failure of such a system and/or disaster recovery

plan may cause significant interruptions in operations and may result in a failure to maintain the security, confidentiality or privacy of sensitive data which could affect reputation, business and financial performance, and subject such persons to legal claims. Artificial Intelligence (AI) GEM defines Artificial Intelligence Engines and Machine Learning as a computer system able to perform tasks that normally require human intelligence, such as, but not limited to, visual perception, speech recognition, decision-making, and translation between languages (collectively, “AI Technologies”). Any perceived or actual advantage through such (technological) systems for analysis that incorporate big data, artificial intelligence and/or machine-learning and technology, over traditional statistical analysis, may not be realized or may dissipate. Quickly consuming enormous numbers of data and records to more accurately make conclusions or predictive recommendations or transmit information to a client is susceptible to “bad data in, bad data out” syndrome. In the case of machine-learning, “bad data” can result in various inaccuracies, problems, or bias now, or developed over time and there is no guarantee such systems can or will be designed to accurately or properly analyze, learn, forecast or act on the output information, or will not draw faulty analytical connections from complete, missing, inaccurate, or corrupted data sets. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render GEM’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of GEM, the Clients and the investments/portfolios make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect GEM, the Clients, the investments/portfolios and their operations. Additionally, GEM, the Clients and the investments/portfolios could be further exposed to the risks of AI Technologies if Service Providers, whether or not known to GEM, use AI Technologies in their business activities. GEM will not be able to control the use of AI Technologies in third-party products or services, including those provided by GEM’s and its affiliates’ Service Providers. Additionally, GEM and its personnel reserve the right to use AI Technologies in connection with GEM’s business activities, including to support GEM’s due diligence and investment activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of GEM, the Clients and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. GEM personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any

of such risks or misuse could have an adverse effect on GEM, the Clients and/or the portfolio companies. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on GEM, the Clients and the investments/portfolios. Changes to Benchmark Rates To the extent that a Client’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the Secured Overnight Financing Rate (SOFR) or other benchmark or reference rates (each, a “Benchmark Rate”), the Client may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have in the past transitioned historical instruments and contracts away from previously utilized Benchmark Rates to new Benchmark Rates. This transition included the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Clients and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Any future transitions to and from Benchmark Rates have the potential to have similar effects. Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of investments in which the Client invests and may make defaults more likely, which may result in a decline in the value of the Client’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Client’s investments and its aggregated returns. For example, if an investment were unable to increase its revenue while the cost of relevant inputs was increasing, the investment’s profitability would likely suffer. Likewise, to the extent an investment has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the investment could increase revenue by less than its expenses increase. Conversely, as inflation declines, an investment may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return component of a Client’s carried interest waterfall typically is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based

compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Client. Reliance on the General Partners, Professionals and Personnel Control over the operation of the Clients, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant General Partner, and limited partners generally have no right or power to take part in the management of the Clients. Consequently, limited partners will be relying on the ability of the relevant General Partner to locate and evaluate the investments to be made by the Clients. The success of the Clients will depend in large part on the skill and expertise of GEM’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at GEM, and a loss of the services of any such personnel for any reason and for any period of time could impair GEM’s ability to implement its investment program or avoid losses. In light of ever-increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at GEM. Additional Conflicts of Interest In addition, as described above, portfolio investments typically pay certain fees to operating partners and other consultants (including consultants introduced or arranged by GEM and/or its affiliates that regularly provide services with respect to one or more portfolio investments), and such fees do not offset or otherwise reduce the Management Fees charged to the Real Estate Funds and the Tactical Opportunities Fund as described herein. GEM and/or its affiliates may agree to compensate certain of such persons to the extent portfolio investmentrelated compensation falls below certain specified levels on an aggregate annualized basis, or provide other compensation (e.g., promote). Operating partners generally receive investment opportunities, reimbursements and other compensation that do not offset the Management Fee of any Fund, as described herein. Although the use of operating partners and the allocation of compensation paid to them by GEM, its affiliates and/or the portfolio investments of the Real Estate Funds and the Tactical Opportunities Fund subjects GEM and/or its affiliates to potential conflicts of interest, GEM believes that such potential conflicts may be reduced by the anticipated cost savings to portfolio investments (which is expected to be to the benefit of the applicable Real Estate Fund(s) and the Tactical Opportunities Fund) that will result if the cost of the operating partner is lower than market rates for the services provided and/or if the services of the operating partner align with GEM’s model for the portfolio investment and improve portfolio investment performance. In circumstances where operating partners provide services (including due diligence services) in connection with a portfolio investment that is not consummated, the relevant Fund and not co-investors or other equity holders generally will bear the related amounts. Although GEM seeks to retain operating partners with a view to reducing costs to portfolio investments (and, ultimately, the Real Estate Funds and the Tactical Opportunities Fund) and/or improving portfolio investment performance, a number of factors may result in limited or no cost savings from such retention. GEM also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that GEM

believes will align such persons’ interests with those of the Real Estate Funds’ and the Tactical Opportunities Fund’s investors. GEM seeks to retain only operating partners and other Service Providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. In some circumstances Service Providers are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Client will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. GEM will not necessarily seek out the lowest cost options when incurring (or causing a Client or its investments to incur) expenses. Although GEM generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. In certain circumstances where GEM commits or has committed to seek “market” or “arm’s-length” rates or terms, GEM will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Consequently, GEM undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking relates specifically to the assets or services to which such rates or terms relate. GEM and/or its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in investments owned by the Clients or other investment vehicles sponsored by GEM and/or its affiliates; conversely current or former personnel or executives of GEM and/or its affiliates are expected to serve in significant management roles at investments or Service Providers recommended by GEM. Similarly, GEM, its affiliates and/or personnel maintain relationships with (or invest in) financial institutions, Service Providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and investment finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former personnel, and current and former investment executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to GEM and/or its affiliates and/or Clients or other investment vehicles sponsored by GEM. In other circumstances, these Service Providers are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through GEM entities, whether or not relating to financing GEM personnel obligations to fund general partner commitment obligations) to GEM personnel and their estate planning vehicles. GEM expects to be subject to a potential conflict of interest with Clients in recommending the retention or continuation of a third-party Service Provider to Clients or Client investments if such recommendation, for example, is motivated by a belief that the Service Provider or its affiliate(s) will continue to invest in one or more other investment vehicles sponsored by GEM, will provide GEM information about markets and industries in which GEM operates (or is contemplating operating) or will provide other services that are beneficial to GEM or one or more other investment vehicles sponsored by GEM.

Limited Access to Information; Confidentiality Investors’ rights to information regarding a Fund, the relevant General Partner or GEM generally will be specified, and in many cases strictly limited, by the relevant Fund’s offering documents. In particular, it is anticipated that the relevant General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of GEM’s control. Decisions by GEM or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for an investor to monitor GEM and its performance. Additionally, it is anticipated that investors that designate representatives to participate on a Fund’s advisory board (to the extent applicable) generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and GEM reserves the right to withhold certain information from investors subject to such laws for reasons relating to GEM’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Fund’s offering documents, GEM will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, virus or disease epidemics or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Client and its investments to execute their respective strategies. This may slow the rate of future investments by a Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon a Client’s investments. Force Majeure Events Portfolio 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, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a portfolio investment or other Service Provider) to perform its obligations until it is able to remedy the force majeure event. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on portfolio investments. 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 GEM’s Clients 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 investments or its assets, could result in a loss to GEM Clients, including if the investment is canceled, unwound or acquired (which could be without adequate compensation). Prolonged changes in climatic conditions may have significant impact on the revenues, expenses and conditions of certain GEM Client investments. While the precise future effects of climate change are unknown, it is possible that climate change could affect precipitation levels, droughts, wind levels, annual sunshine, sea levels and the severity and frequency of storms and other severe weather events. These natural occurrences could cause certain portfolio investments and other Service Providers to incur expenses to prevent damages. Any of the foregoing may therefore adversely affect the performance of GEM Clients and their investments. Public Health Emergencies Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions and such future emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which could result in significant losses to the Clients. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on any Client’s and its investments’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and could result in, among other things, significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality, reductions in the availability of capital and limitations on the ability of the Client to source, diligence and acquire, manage, finance and exit investments. Further, governmental mitigation actions could constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Client intends to pursue and could adversely affect the Client’s ability to fulfill its investment objectives. The ability of investments or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due) could also be impaired, potentially leading to defaults with uncertain consequences. In addition, the operations of a Client, its investments, and GEM could be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies or any measures, restrictions, remote-working requirements and other factors related thereto, including

any potential adverse impact on the health of any of their respective personnel or the ability to conduct their respective affairs and activities in the ordinary course, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices and diminishing the ability to make accurate and timely projections of financial performance. Bank Failures An investment in a Client is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Client’s (or any investment’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, GEM, any General Partner, the Clients and/or any of the investments may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of GEM to manage the Clients and their investments, and on the ability of GEM, any Client or any investment to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of Clients; an obligation to pay fees and expenses in the event a Client is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Client to access capital contributions or otherwise); the inability of the Client to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments; and/or the inability of GEM or investments to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that GEM will experience operational burdens and expenses, and a Client or an investment will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that GEM will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Clients and their investments are subject to additional risks in the event a Financial Institution utilized by investors of a Client or Service Providers or other

counterparties of an investment become subject to Distress Events, which could have a material adverse effect on a Client, its investors or such investments, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that GEM and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although GEM seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, GEM is under no obligation to use a minimum number of Financial Institutions with respect to any Client, or to maintain account balances at or below the relevant insured amounts. Investments in Multiple Levels of the Capital Structure; Investments by Multiple Funds Where multiple Clients invest at the same, different or overlapping levels of an investment’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, may raise conflicts of interest, particularly with respect to Clients that have invested in different securities within the same investment. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Clients may or may not provide such additional capital, and if provided, each Client generally will supply such additional capital in such amounts, if any, as determined by GEM in its sole discretion. Because of the different legal rights associated with debt and equity of the same investment, GEM expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Client versus another Client (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). If a Client enters into any indebtedness with another Client on a joint and several basis, the relevant General Partner is expected to enter into one or more agreements that provide each Client with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, GEM expects to be subject to potential conflicts of interest, for example between a Client with a reimbursement obligation and a Client seeking reimbursement. In certain circumstances Clients are expected to be prohibited from exercising (or GEM may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Client or the other may be subject to creditor claims regarding subordination of interests. GEM intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Client to bear its proportionate share of the applicable indebtedness, without undue favoritism over time. Potential conflicts are expected to arise when and to the extent a Client makes investments in conjunction with an investment being made (or a portfolio being sold short) by another Client, or if it were to invest in the securities of an investment or portfolio in which another Client has already made an investment (or sold short). A Client may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or

investment strategies as other Clients. This likely will result in differences in price, terms, leverage and associated costs. Where multiple Clients invest or consider investments in the same investment or portfolio at different times, the first Client to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Clients (whether in the same or different strategy than the first Client); similarly, to the extent a transaction does not proceed, the first Client to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Clients could or would have invested in the company in potential future transactions. Further, there can be no assurance that the relevant Client and the other Client(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. GEM and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different portfolio managers or personnel express different views regarding the same investment. There can be no assurance that the return on one Client’s investments will be the same as the returns obtained by other Clients participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Clients. In that regard, actions taken for one or more Clients may adversely affect other Clients. Escrows and Holdbacks In connection with the sale of (or certain other events at) a portfolio investment, while GEM intends to timely distribute the amounts owed to investors and/or the relevant Fund(s), GEM reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio investment and/or relevant Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable offering documents, transaction agreements or any of GEM’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Fund(s) will be monitored by GEM personnel on an ongoing basis. GEM will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio investment, such amounts will not accrue a preferred return under the relevant Client’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, reduce or delay the impact of expenses, or are not reflected in the relevant Fund performance figures, GEM expects to have incentives to continue to hold the amounts for extended periods. Each Fund’s confidential offering materials and separate account’s investment management agreement include a more detailed description of the relevant risks and investment strategies of each Client. Each prospective investor in a Fund must acknowledge in writing that he or she has read and understood the Fund’s confidential offering materials before an investment in the Fund by such investor is accepted by GEM.

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

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

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

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

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

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

If GEM Realty Securities concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the quality of services rendered by such brokerdealer (including, without limitation, the value of the brokerage and research products or services provided by such broker-dealer), it may cause the Clients to pay commissions to or be subject to spreads applied by such broker-dealer in an amount greater than the amount another broker-dealer might charge or apply. In addition, broker-dealers may provide other services that are beneficial to GEM Realty Securities, but not necessarily beneficial to the Clients directly including, without limitation, capital introduction, marketing assistance, consulting with respect to technology, operations or equipment, and other services or items. Such services and items may influence GEM Realty Securities’ selection of broker-dealers. Any use of commissions or “soft dollars” generated by the Clients to pay for brokerage and research products or services will fall within the safe harbor created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. Where a product or service obtained with commission dollars provides both research and non-research assistance to the Clients, GEM Realty Securities will make a reasonable allocation of the cost that may be paid for with commission dollars.

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

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

Any fees payable to any such placement agents generally will be borne by GEM indirectly through an offset against the Management Fee under the Client’s offering documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). The practice of bearing such fees over time through offset provides a benefit to GEM in that it generally results in prompt payment to the relevant placement agent without requiring GEM immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive

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

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