Ifm Investors Pty Ltd: investment adviser

No single Shareholder owns 25% or more of the shares of Industry Super Holdings Pty Ltd. Advisory Services IFM provides investment advisory services to various clients organized as privately offered pooled investment vehicles (the “Funds”) and institutional clients that invest through separately managed accounts (“Managed Accounts”) (collectively, “Advisory Clients”). Funds offered in the United States and/or to US persons are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The operating companies in which our Advisory Clients invest are generally referred to herein as “portfolio companies”. As of the date of this Brochure, IFM has assets under management across five asset classes, with investments in listed equities, private equity, infrastructure, debt and real estate. We provide investment advisory services and manage client accounts and Funds on both a discretionary and non-discretionary basis. Any limitation on our authority is described in an Advisory Client’s confidential offering memorandum, limited partnership agreement, investment management agreement and/or other governing documents (collectively, the “Governing Documents”) of each Fund and/or Managed Account. IFM has and may in the future enter into “side letters” or similar agreements with certain Investors in the Funds (“Investors” or “Fund Investors”) granting the Investor certain rights, benefits, or privileges that are then generally made available to Investors who have the same or a larger investment, subject to certain exceptions and limitations. Such agreements can include, among other items, provisions addressing Investor notifications, reporting, management fees and performance fees and specific legal or regulatory requirements of an Investor. IFM acquired ISPT Pty Ltd, ISPT Operations Pty Ltd and their subsidiaries (collectively, “ISPT”) in December 2024. The ISPT brand has since been retired and IFM now provides unlisted real estate investment advisory services to Australian-based client accounts and Funds as part of the IFM Real Estate brand.

Funds IFM provides investment advisory services to the Funds pursuant to the Governing Documents. Investors generally have no authority to influence or change the Funds’ investment objectives or limitations nor do they have the authority to participate in the management of the Funds. Funds are generally organized with an IFM affiliate serving as the general partner or trustee of each Fund and IFM appointed as each Fund’s investment adviser. In certain cases, a Fund’s general partner has appointed a third-party Alternative Investment Fund Manager (“AIFM”) to manage the Fund with respect to the European Union or United Kingdom Alternative Investment Fund Managers Directive (“AIFMD”). In these cases, such Fund’s AIFM has delegated the portfolio management and administration functions to IFM, subject to the supervision and control of the AIFM. Investors in certain Funds generally have no right to remove or replace the Funds’ investment adviser and/or AIFM. Investors are advised to carefully read the applicable Fund’s Governing Documents to understand the investment strategy and risks involved. Certain Funds are organized into master-feeder structures. In such structures, the feeder funds invest all or substantially all of their assets in the master fund, subject to certain structuring considerations for legal, tax, or regulatory purposes. From time to time, certain Funds designate officers or employees of IFM or certain IFM related persons to serve on the boards of directors of Fund portfolio companies. Such officers or employees have the right to receive compensation in connection with such services and roles. Managed Accounts IFM also provides investment advisory services to Managed Accounts. IFM generally has discretionary authority to supervise and direct the investments for each Managed Account, subject to each Managed Account’s investment management agreement. Managed Accounts impose investment restrictions and guidelines within the investment management agreements. Co-Investments IFM is permitted, but not required, to offer Investors, potential Investors and/or other parties an opportunity to co-invest with the Funds depending on the capital requirements of the particular transaction. Any such co-investment offers will be made consistent with IFM’s internal policies and any applicable agreements (which may be amended from time to time). Regulatory Assets Under Management We had approximately US$202,970,534,587 in regulatory assets under management (“RAUM”) as of June 30, 2026. Of the RAUM, US$128,357,979,353 was managed on a discretionary basis and US$74,612,555,235 was managed on a non-discretionary basis.

Applicability of the Advisers Act The principal place of business of IFM is outside of the United States. Thus, consistent with SEC statements, the substantive provisions of the Advisers Act generally do not apply to IFM’s nonUS clients, including non-US private funds. 1 The information about the investment advisory services provided by IFM is qualified in its entirety by reference to the Governing Documents.

With respect to certain Funds, our performance-based fees are also subject to a threshold return and a high water mark. Performance fees are generally accrued quarterly and charged annually and from time to time following each withdrawal or redemption and certain transfers from certain Funds. Management fees and performance fees can differ from one Advisory Client to another, as well as among Investors in the same Fund. We generally negotiate such fees with Managed Accounts and Investors, as applicable, and we are permitted to reduce, waive, or calculate fees differently, in our sole discretion, for different Managed Accounts and/or Investors. Management fees and performance fees paid by a Fund are indirectly borne by the Investors in such Fund. Performance-Based Compensation We receive performance-based fees as described above. The receipt of performance-based compensation creates an incentive for IFM to make investments that are riskier or more speculative than those the Firm would otherwise make in the absence of such incentive compensation. We address this conflict by focusing on long term relationships with our Advisory Clients and Investors, and by managing Advisory Client assets in accordance with the applicable investment management agreement and the Advisory Clients’ investment strategies.

1 See, e.g., Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in

Assets Under Management, and Foreign Private Advisers, Investment Advisers Act Release No. 3222 (June 22, 2011) [76 FR 39645 (July 6, 2011)].

Real Estate Fees and Compensation In addition to investment management fees, the Firm or its affiliates are permitted to charge certain Advisory Clients fees for asset management services, property services, development services, capital works services, leasing services, and retail tenancy design services. We charge our real estate Advisory Clients asset-based fees calculated as a percentage of gross asset value. Other fees are calculated by reference to project costs, capital works expenditure, rental amounts, increases in rent, time spent, fixed amounts or another basis specified in the relevant Governing Documents. Fees calculated by reference to gross asset value are not reduced by an Advisory Client’s liabilities, which creates an incentive for IFM to maintain or increase gross asset value, including through acquisitions, development, capital expenditure or borrowing. Where the Firm or an affiliate receives a fee based on the occurrence, size or cost of a transaction, project or service, it creates an incentive to recommend, undertake, continue or increase the relevant activity. We address these conflicts by focusing on long term relationships with our Advisory Clients and Investors, and by managing Advisory Client assets in accordance with the applicable investment management agreement and the Advisory Clients’ investment strategies. Refunds and Fee Waivers Because we do not charge fees in advance, there are no unearned fees to refund to an Advisory Client upon termination of an investment advisory relationship or upon withdrawal of an Investor in one of our Funds. Should an Investor fully redeem its investment during a quarter, we will prorate the management fees and any performance-based fees to be charged to the Investor for that quarter. We are permitted, in our sole discretion, to waive all or part of any fees or expenses payable by or attributable to Advisory Clients, Investors or their assets. To the extent IFM agrees to waive the management fee, or charge an Investor a reduced management fee rate, such waiver or reduction in certain cases is effected by way of a rebate or credit. For Investors, amounts refunded in this manner are generally added to such Investor’s capital account and subsequently reinvested by the relevant Fund at the next available period in IFM’s sole discretion, or, in IFM’s sole discretion, paid out in cash. Amounts refunded to the Investor’s capital account are otherwise available for redemption, subject to the terms applicable to redemptions generally as provided in the applicable Fund’s Governing Documents. Other Costs and Expenses Expenses borne by the Funds are set forth in the relevant Fund’s Governing Documents and generally include payment (or reimbursement to IFM) for all costs, expenses and liabilities relating to the organization and operation of the Fund, to the extent not paid by portfolio companies or other investment vehicles. For certain Funds, management fees are reduced in some circumstances in connection with the receipt by IFM or its related persons of various fees paid by actual or prospective portfolio companies, as described in further details within each Fund’s

Governing Documents. The types of expenses borne by a particular Fund vary among Funds and generally include the following: • Each Fund will bear all expenses incurred in connection with its investment activities, operations, organization and administration. These expenses include, among other things, legal fees and expenses; compliance fees and expenses; accounting, audit and tax preparation fees and expenses; governmental fees and taxes; professional and consulting fees; custodian and depositary expenses; costs of registering and reporting to regulatory and tax authorities in any jurisdiction in which an Advisory Client, general partners, IFM, any sub-investment advisors, any portfolio company or any issuer or other entity owned directly or indirectly by an Advisory Client invests, is organized or is marketed or otherwise directly or indirectly conducts business related to the Advisory Client or its investments; brokerage commissions and other investment-related expenses incurred in connection with conducting due diligence on potential investments (including transactions that fail to close) and monitoring investments (which from time to time includes business or firstclass airfare); interest expense and borrowing charges and expenses (including fees and expenses related to any Fund borrowing facilities); currency hedging expenses; advisory committee expenses; travel expenses of the Firm; third-party data and software expenses; legal, compliance, trading, settlement, client relations, accounting, reporting and information management software, extranet tools, web portals and computer systems used in connection with an Advisory Client; industry association expenses; insurance expenses; administrator’s and directors’ fees and expenses; registrar and transfer agency fees and expenses; appraisal and valuation costs, fees and expenses, including costs, fees and expenses of independent appraisal or valuation services or third-party vendor price quotations; property management, facilities management and external leasing agent costs; expenses relating to communicating with Investors or holding annual meetings; organizational and offering expenses; all extraordinary expenses (including, without limitation, indemnification and litigation); and all other reasonable costs related to the operation of the Fund or the purchase, sale or transmittal of its assets. • The Firm or its affiliates from time to time perform and charge separate fees for administrative, legal, deal-related and other services for certain Funds. The Firm or its affiliates will also be reimbursed for all out-of-pocket expenses incurred in connection with such services to the extent permitted under the applicable Governing Documents. • In certain cases, the Firm or its affiliates engage a professional AIFM to provide oversight and management services for a Fund for the purposes of the European Union or United Kingdom AIFMD and the fees and expenses of such AIFM will be borne by the relevant Fund. • The Firm is also permitted to engage a professional third-party administrator to perform administrative services for a Fund and the fees and expenses of such administrator will be borne by the relevant Fund. • The Firm or its affiliates will also be reimbursed for reasonable travel expenses which include meals, entertainment, transportation, and lodging and other similar expenses and

are incurred in connection with the acquisition, evaluation, structuring, holding and disposition of investments and travel expenses related to annual meetings. As a general matter, travel expenses are booked at the business-class level, with some exceptions. All first-class air travel requires Firm CEO approval. • IFM or one or more of its affiliates are permitted to engage or retain one or more third party consultants or investment professionals to assist IFM or its affiliates in sourcing transactions and/or providing consulting or related services to the Funds’ portfolio companies (collectively, “Senior Advisors” or “Operating Partners”). The Senior Advisors or Operating Partners are independent contractors that receive a recurring retainer (e.g., quarterly) and are not employees of IFM or any affiliate. They include professionals who are former executives with operating experience, industry specific knowledge and/or geographic expertise. The Funds and/or one or more of their respective existing or prospective portfolio companies (a) may pay one or more Senior Advisors or Operating Partners consultancy, advisory, directors’, monitoring, transaction, sourcing or other similar fees for services provided in respect of the applicable Fund or one or more potential and existing investments, and (b) will reimburse each Senior Advisor or Operating Partner for such person’s out-of-pocket expenses incurred in performing any services for the applicable Fund, including any expenses incurred in connection with performing services for one or more of its potential or existing investments. If a portfolio company of a Fund directly engages a Senior Advisor or Operating Partner, such portfolio company will bear the expenses in connection with such person’s services (including compensation which can be in the form of equity grants), and therefore the applicable Fund indirectly bears the expense of any such Senior Advisors or Operating Partners. Any amounts paid to third party consultants, Senior Advisors or Operating Partners by a Fund or a portfolio company will not offset or reduce any amount of the management fee payable by the applicable Fund to IFM or an affiliate. • From time to time, for certain Funds, officers or employees of IFM or its affiliates are: i) seconded to one or more portfolio companies to provide finance, accounting, operation support, data management and other similar services; or ii) appointed to serve as a director on the board of a portfolio company. Such officers or employees have a right to receive compensation in connection with such services and roles. Fees and expenses associated with these activities are generally directly or indirectly borne by the applicable Funds and in such cases will not offset the management fees paid by the applicable Funds. • Where co-investment opportunities are offered, co-investors are generally required to share the costs and expenses of the investment with the Funds on a proportionate basis. However, the Firm has, and may in the future in its sole discretion, structure a coinvestment opportunity such that the proposed participants in such co-investment opportunity do not bear any broken deal expenses, with the result that the applicable Funds will bear all such broken deal expenses. From time to time, strategic investors or other syndication partners or other parties invest in the same asset as a Fund, but not through vehicles controlled by IFM or an affiliate. In such circumstances, such Investor will not necessarily bear the same expenses as any Advisory Client and generally are not treated as “co-investors” pursuant to IFM’s policies and procedures.

• Generally, fees and expenses related to monitoring of investments received by IFM from portfolio companies will either be paid into the relevant Fund or offset the management fees paid by the applicable Fund. Any reduction of a Fund’s management fees will be limited to the extent of such Fund’s proportionate interest in any such portfolio company. Expenses charged to and borne by Managed Accounts generally include management fees, all costs and expenses related to the Managed Account’s portfolio investments (such as custodial fees or other depository bank fees), and all other costs and expenses agreed to between the client and IFM, such as third party consultants or investment professionals to assist IFM or its affiliates in diligencing investments, rating agency fees, hedging costs and audit or independent valuation fees. IFM allocates each of the costs noted above among the Advisory Clients and/or portfolio investments of the Advisory Clients on a pro rata basis and in its sole discretion in good faith and in accordance with IFM’s expense allocation procedures and the relevant Governing Documents of the Advisory Clients. The criteria for such pro rata allocation varies based on the relevant expense. Many expenses are allocated pro rata based on net asset value (NAV) of the participating vehicles; however, if IFM determines that such a pro rata allocation would not be equitable or would not accurately reflect the vehicle’s respective participation in the investment or activity giving rise to the expense, IFM is permitted to allocate such expenses pro rata in such other manner as it determines in its sole discretion in good faith. While these allocation determinations will be made by IFM in good faith, such determinations are inherently subjective in nature and subject to IFM’s discretion and judgment. IFM will be subject to various conflicts as it relates to the amount of expenses that could be allocated to any Fund. Any determination by IFM not to cause a Fund to bear otherwise eligible expenses of a certain type, of a certain amount, and/or for a certain period, is not a guarantee that such expenses will not be borne by such Fund going forward. IFM and its personnel can also be expected to receive certain intangible and/or other benefits arising or resulting from their activities on behalf of the Advisory Clients, which will not be subject to management fee, performance allocation or interest offsets or otherwise shared with the Advisory Clients, their Investors and/or portfolio companies. For example, airline travel or hotel stays incurred as fund expenses often result in “miles” or “points” or credit in loyalty or status programs, and such benefits will accrue exclusively to the advisers or their personnel (and not to the Advisory Clients, their Investors and/or portfolio companies) even though the cost of the underlying expense is borne directly by the Advisory Clients or their portfolio companies and indirectly by the Investors in such Advisory Clients. IFM or its affiliates from time to time enter into arrangements with service providers that provide for fee discounts for services rendered to the Advisory Clients and IFM. For example, certain law firms retained by IFM discount their legal fees for advice in connection with the firm’s operational, compliance and related matters. To the extent such law firms provide services to the Advisory Clients, such Advisory Clients also enjoy the benefit of the fee discount arrangements. In some cases, discounts are based on volume and therefore certain Advisory Clients or portfolio companies could receive a greater discount than others depending on the timing of their transactions (e.g., if a transaction occurs early in a year it may not receive the same discount as a transaction that occurs later in the year). Advisory Clients also generally incur separate and distinct fees and expenses

when investing in any affiliated investments, which are outlined in the applicable Governing Documents. These separate fees and expenses include, but are not limited to, management and performance- / incentive- based fees. Investors should carefully review the Governing Documents for detailed information about expenses related to their respective Fund or Managed Account. Fees Received by Affiliated Broker-Dealer IFM (US) Securities, LLC (“IFM US Securities”), an affiliate of IFM, is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”). IFM US Securities offers securities issued by Funds that IFM and its affiliates manage on a private placement basis to US institutional investors. When IFM US Securities acts as the placement agent for a Fund with respect to securities issued by such Fund, no commission or other compensation is received by IFM US Securities from such Fund or their investors for such service. Instead, IFM US Securities is indirectly compensated by IFM for such services through an intercompany service agreement between IFM’s US operating company, IFM Investors (US), LLC, and IFM. The information in this Item 5 above generally relates only to investment advisory services provided or offered to US persons. Information regarding IFM’s non-US advisory services is available upon request.

IFM and its supervised persons have an incentive to disproportionately allocate time, services, or functions and allocate the best investment ideas to those Advisory Clients that pay a performance-based fee (and/or to those Advisory Clients that pay a higher rate of management fees or performance fees) and thus favor them over those Advisory Clients that pay only an asset-based fee (or those Advisory Clients that pay a lower rate of fees). We primarily mitigate this conflict through our investment allocation policies. Our policies require investment opportunities to be allocated on a basis that IFM determines in good faith is fair and equitable and in a manner consistent with each Advisory Client’s investment objectives. Where an investment opportunity is suitable for two or more Advisory Clients, we seek to ensure that our Advisory Clients have equitable access to investment opportunities and that such opportunities are allocated in a manner consistent with IFM’s policies and procedures and the Governing Documents of the relevant Advisory Clients. We charge performance-based fees to US Advisory Clients in accordance with Section 205 of the Advisers Act and Rule 205-3 thereunder.

Although IFM generally does not impose minimum dollar values on creating a Managed Account, legal eligibility requirements must be met. The Funds typically require a minimum investment commitment from Investors with IFM typically having the ability to waive the required minimum investment commitment at its sole discretion, as set forth in the applicable Governing Documents.

The investment committee’s oversight role covers both private market portfolios and investment strategies (i.e., infrastructure equity or debt, private equity, real estate or debt) and public market portfolios and investment strategies (i.e., listed equities and liquid/public debt). Public market portfolios and investment strategies are monitored by the IFMIC on an ongoing basis. Meanwhile, if an investment team decides a private market investment is worth pursuing, they are generally required to make a proposal to the IFMIC or the applicable infrastructure, private equity, real estate and debt sub-committee (each a “Sub-IC”) for consideration and approval. The BIC and IFMIC can approve, within mandate/fund guidelines, all IFM acquisitions and divestments up to a certain predetermined amount. Sub-ICs have the authority to make investment decisions under a certain threshold amount. The infrastructure team, private equity team, debt team and real estate team each have a set of individuals that operate as a Sub-IC. The real estate Sub-IC includes members who are not part of the real estate team.

Investors will ultimately bear the risk of whether a portfolio investment is well conceived and the underlying investment assumptions are realized. Fund Investors and Managed Account clients should refer to the applicable Governing Documents for a more detailed description of the methods of analysis employed by the Firm, a Fund or Managed Account’s investment strategy and the risk of loss associated with an investment in a Fund or Managed Account. Investment Strategies IFM and its investment teams offer a broad range of investment strategies across the listed equities, private equity, infrastructure, real estate, and debt asset classes, regions, and the risk spectrum. Advisory Client portfolios differ across the asset classes by investment objectives, guidelines, strategies, and sub-strategies. Risk of Loss We do not guarantee the success of any investment advice that we provide to our Advisory Clients. Any investment involves significant risk, including the risk of loss of all or substantially all capital invested. The following is a brief description of some, but not all, of the risks involved in investing in many of the types of investments that are typically included in Advisory Client portfolios. Advisory Clients and Investors should carefully consider these factors along with other matters discussed in the relevant Governing Documents and consult these Governing Documents for a more fulsome discussion of each risk factor. General Risks

Currency and Exchange Rate Risk . An Advisory Client could hold certain investments in

financial instruments denominated in currencies other than the US Dollar or in financial instruments which are determined with reference to currencies other than the US Dollar. The value of a portfolio’s assets will fluctuate with exchange rates in these currencies as well as with price changes in the various other local markets and currencies.

Currency Hedging. Certain Advisory Clients are permitted to enter into transactions or investments in relation to currency exchange risks in connection with investments that are held in currencies other than the US Dollars, to the extent that it is reasonably practicable and IFM determines it to be prudent. IFM could employ hedging techniques through the purchase of swaps, derivatives and other similar instruments. There can be no assurance, in such cases, that: (i) such hedges will (a) be available, (b) be available at a reasonable cost, (c) be sufficient or (d) actually eliminate the risk of fluctuation in the rates being hedged or (ii) that counterparties to any hedging transaction would perform as expected. Further, if an Advisory Client enters into hedging transactions such transactions may, while reducing certain rate risks, themselves entail other risks that could result in the Advisory Client obtaining a poorer overall performance than if such party had not entered into any hedge. Non-US Investments . Advisory Clients are permitted to invest in non-US markets (which include, but are not limited to, emerging market countries – see “Emerging Market Risk” below). Such investments could involve certain factors not typically associated with investing in the United States, including risks relating to: (i) currency exchange matters, including fluctuations in the rate

of exchange of the US Dollar against the applicable currency, and costs associated with conversion of the investment principal and income from one currency into another; (ii) differences in or the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation; (iii) certain economic and political risks, including potential exchange-control regulations and potential restrictions on non-US investments; and (iv) certain geographically specific risks (such as weather).

Emerging Market Risk . Advisory Clients could hold assets in countries considered to be

“emerging markets” at the time of investment. These are countries that have started developing financial markets but have yet to reach a mature stage of development. Many Latin American, Eastern European and Asian countries are considered emerging markets. Emerging markets could have increased risks due to political and social instability, including the potential for civil wars; pervasiveness of corruption and crime; increased likelihood of nationalization of infrastructure; and little or no government authority in supervising and regulating business and industry practices. Many emerging market countries have experienced high rates of inflation for many years, which has had and may continue to have significant negative effects on the economies of those countries. Economies in individual emerging markets could differ favorably or unfavorably from the US economy in such respects as gross domestic product rate of growth, rates of inflation, exchange rate depreciation, capital reinvestment, resource self-sufficiency and balance of payments positions.

Cybersecurity Risks. The increasing reliance on internet‐based programs and applications to conduct transactions and store data also creates increased security risks. Targeted cyber‐attacks, or accidental events, can lead to a breach in computer and data systems and access by unauthorized persons to sensitive transactional or personal information. Data taken in breaches can be used by criminals to commit identity theft, obtain loans or payments under false identities, and other crimes. Cybersecurity breaches could directly or indirectly affect Advisory Clients, and could lead to theft, data corruption, interference with business operations, disruption of operational systems, interference a portfolio’s ability to execute transactions, direct financial loss or reputational damage, or violations of applicable laws related to data and privacy protection and consumer protection. In certain events, an investment’s failure or deemed failure to address and mitigate cybersecurity risks could be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject an investment and/or the portfolio to substantial losses and negatively impact returns Advisory Clients and Investors. In addition, in the event that such a cyber-attack or other unauthorized access is directed at IFM, its affiliates, or one of its service providers holding its financial or investor data, then IFM, its affiliates or its portfolios could also be at risk of loss, despite efforts to prevent and mitigate such risks under the relevant policies. Similar types of operational and technology risks are also present for the portfolio companies in which our Advisory Clients invest, which could have material adverse consequences for such companies, and could cause an investment to lose value and negatively impact returns to Advisory Clients and Investors. Third parties, including cybercriminals, could attempt to fraudulently induce employees, investors, third-party service providers, or other users of IFM’s systems to disclose sensitive information in order to gain unauthorized access to data or assets of IFM, its Advisory Clients, or their investors. A successful penetration or circumvention of security measures protecting IFM’s systems, or

those of its service providers, could result in the loss, theft, or unauthorized disclosure of investor data, Advisory Client assets, proprietary information, or other confidential or corporate data. Such incidents could also result in the inability to access electronic systems, loss or theft of proprietary or confidential information, physical damage to computer or network systems, or costs associated with system repairs and remediation. These events could cause an Advisory Client, IFM, or their service providers to incur regulatory penalties, reputational harm, additional compliance costs, or financial loss.

Alternative Data. IFM is permitted to obtain and use alternative data in its investment processes.

Alternative data includes datasets collected from a variety of sources, such as internet usage, payment records, financial transactions, sensor data (including weather and other physical phenomena), applications and devices (such as smartphones) that generate location and mobility data, satellite imagery, and government or other public records databases. IFM could apply such alternative data to anticipate micro- and macroeconomic trends and to develop or improve investment themes. No assurance exists that IFM will be successful in utilizing alternative data in its investment process or that such use will enhance investment performance.

AI Technologies. IFM is also permitted to use machine learning, predictive data analytics,

automated decision-making technologies, and similar technologies (collectively, “AI Technologies”) in certain circumstances. For example, IFM may use such technologies for purposes such as, but not limited to, certain administrative tasks, virtual assistants, fraud detection, predictive analysis, data interpretation, and the generation of template communications. The maintenance and deployment of these technologies involve significant risks, and no assurance exists that their use will enhance IFM’s services or benefit Advisory Clients.

AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Advisory Clients invest, which could render existing underwriting models, investment processes or operational practices obsolete or less effective, and any such changes could create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of IFM, the Advisory Clients and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage, accelerating product or service obsolescence, or reducing demand for offerings that incorporate, facilitate or rely upon AI Technologies, particularly as AI capabilities continue to evolve. Additionally, IFM, the Advisory Clients and the portfolio companies could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to IFM, use AI Technologies in their business activities. IFM will not be able to control the use of AI Technologies in third-party products or services, including those provided by IFM and its affiliate service providers. IFM employs a risk‑based framework for overseeing the use of AI Technologies in connection with its business activities, including investment activities, and has implemented internal policies governing such use. Notwithstanding these policies, the use of AI Technologies by personnel of IFM, as well as senior advisors, industry advisors, affiliates or other persons engaged by IFM, present certain risks. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data and on the collection and analysis of large amounts of data and complex

algorithms. It is not possible or practicable to incorporate all relevant data into the models used by AI Technologies, and such models may contain inaccuracies, errors, biases or other deficiencies, potentially materially so, which could degrade their effectiveness or lead to flawed outputs. Any inaccuracies, deficiencies or biases in this data could lead to errors affecting IFM’s decision-making and investment processes. Further, some AI Technologies scenarios may present ethical issues. If the models underlying such technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased, or otherwise poorquality data; or use data to which IFM does not have sufficient rights or for which IFM or its data providers have not implemented sufficient legal compliance measures; or are used without sufficient oversight and governance to ensure responsible use; or are adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, or material performance issues, these technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, including irrelevant, nonsensical, or factually incorrect results, or infringing material. Such outcomes have the potential to adversely affect IFM’s operations and the performance of Advisory Clients, and IFM could incur liability through the violation of laws or contracts or as a result of civil claims. No assurance exists that the use of any such data or technologies will achieve the desired outcome. The use of AI Technologies by IFM, its personnel, affiliates, the Advisory Clients, portfolio companies or third parties can involve the input of confidential information, including material non‑public information, sensitive personal information, trade secrets or other protected data. Such information could be input by third parties in contravention of contractual or legal obligations, or by personnel or other persons engaged by IFM in contravention of internal policies. As a result, confidential or protected information could become part of datasets accessible to other AI Technology applications or users, including competitors. Any such disclosure or misuse could subject IFM, the Advisory Clients or their portfolio companies to reputational harm, litigation, regulatory investigations or enforcement actions. AI Technologies may also give rise to intellectual property, data privacy or other legal risks. Claims could be asserted alleging infringement, misappropriation or other violations of intellectual property rights arising from the use of large datasets to train AI Technologies or from outputs generated by AI Technologies that are substantially similar to third‑party protected materials. If IFM or third‑party developers whose AI Technologies are utilized do not have sufficient rights to use underlying data or materials, liability could arise under applicable laws, regulations or contractual obligations. The use of alternative data and technologies presents certain conflicts of interest and risks to IFM and its Advisory Clients. There has been increased scrutiny from regulators regarding the use of alternative data and technologies. The use or misuse of such data and technologies under current or future laws and regulations could create liability for IFM and Advisory Clients in numerous jurisdictions. IFM cannot predict what, if any, regulatory or other actions could be asserted with regard to its use of alternative data and technologies, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to IFM or to Advisory Clients. Conversely, future limitations on the use of alternative data and technologies could materially adversely impact the performance of Advisory Clients.

AI Technologies and their applications, as well as the risks associated with their use, continue to develop rapidly, and it is impossible to predict the full extent of current or future risks. Any of the foregoing factors, individually or in the aggregate, could have a material adverse effect on IFM, the Advisory Clients or their portfolio companies.

Disruptions and Innovations. Recent technological and other innovations have disrupted

numerous established industries and those with incumbent power in them. As technological and other innovation continues to advance rapidly, it could impact one or more of an Advisory Client’s strategies. Moreover, given the pace of innovation in recent years, the impact on a particular investment may not have been foreseeable at the time an Advisory Client made such investment and may adversely impact such an Advisory Client’s and/or its portfolio investments. Furthermore, IFM could base investment decisions on views about the direction or degree of innovation that prove inaccurate and lead to losses.

Secondary Transactions; Transfers.

IFM could propose to a Fund’s investor advisory committee or Investors one or more transactions that would enable such Investors to monetize or restructure all or a portion of their interests in a Fund, including through the use of a continuation vehicle (each such transaction, a “Secondary Transaction”). The sale of an investment to a continuation vehicle could result in certain Investors and/or other members of IFM (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all Investors of such Fund and otherwise taking actions with respect to such investments that are different than the actions taken by other Investors. Secondary Transactions present certain conflicts of interest, including with respect to investment valuations, allocation of fees and expenses and the offering of investment opportunities to the Funds and coinvestors.

Different Investor Access to Information. Even though the IFM Group strives to ensure that

all Investors receive material information concerning the applicable Advisory Client and its investments in a timely manner, Investors will come into possession of information concerning the Advisory Client and its investments in different levels of detail and at different times. For example, certain Investors (or their affiliates or related persons) are (i) counterparties or other participants in agreements, transactions or other arrangements with an Advisory Client or its investments or (ii) Investors in other investment products, including other Advisory Clients advised by IFM, each of which could provide such Investor with different information than the information that is made generally available to other Investors. In other circumstances, Investors could have (i) entered into side letter or other similar agreements that provide for heightened or supplemental reporting or information rights (e.g., to satisfy regulatory requirements of the Investor) or (ii) engaged in higher levels of due diligence (and continue to engage in higher levels of monitoring), including, but not limited to, through customized due diligence or information requests, on-site visits, and one-on-one meetings. In certain circumstances, this access to information could require additional confidentiality protections. As a result, certain Investors will have more information concerning the Funds and their investments and also receive that information earlier than other Investors.

Diseases, Pandemics and Epidemics. The impact of disease and epidemics have had, and could in the future have, a negative impact on IFM and its Advisory Clients and each of their

respective affiliates and the performance and financial position of each of the foregoing. Renewed outbreaks of other epidemics or pandemics or the outbreak of new epidemics or pandemics (or variants thereof) have required or could result in health or other government authorities requiring the closure of offices or other businesses and have resulted or could also result in a general economic decline. Moreover, the operations of any of the foregoing persons could be negatively affected if personnel are quarantined as the result of, or in order to avoid, exposure to a contagious illness. Similarly, travel restrictions or operational issues resulting from the rapid spread of contagious illnesses could have a material adverse effect on business and results of operations. A resulting negative impact on economic fundamentals and consumer confidence could negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity, all of which could have an adverse effect on any of the foregoing persons. The ultimate final duration of the business disruption and related financial impact caused by a widespread health crisis cannot be reasonably estimated.

Geopolitical Conflict. Wars and other international conflicts have caused disruption to global

financial systems, trade, and transportation, among other areas. In response, multiple countries have imposed sanctions and other severe restrictions or prohibitions on certain countries involved in these conflicts, as well as on related individuals and businesses. The ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition, and performance of Advisory Clients, any particular industry, business, or investee country, and the duration and severity of those effects, cannot be predicted. These impacts include reductions in future revenue and growth of obligors, unexpected operational losses and liabilities, and reductions in the availability of capital. Geopolitical conflict also limits the ability of Advisory Clients to source, diligence, and execute new investments and to manage and exit investments. Ongoing and further governmental actions (military or otherwise) cause additional disruption and constrain or alter existing financial, legal, and regulatory frameworks and systems in ways that are adverse to the investment strategy that Advisory Clients pursue, all of which adversely affect an Advisory Client’s ability to fulfill its investment objectives..

Access to Deposits . IFM and its affiliates maintain the majority of their and the Advisory Clients’

cash and cash equivalents in accounts with major U.S. financial institutions, and IFM and its affiliates and the Advisory Clients’ deposits at these institutions are expected to, from time to time, exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where IFM or its affiliates maintain their and the Advisory Clients’ cash and cash equivalents, there can be no assurance that IFM or its affiliates would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect IFM, its affiliates or the Advisory Clients’ business and financial positions.

ESG Matters. ESG matters have been the subject of increased focus by regulators, investors, lenders, and other market participants in the U.S., Europe, the UK, Australia, and other jurisdictions. As part of its investment analysis, IFM evaluates certain risks and opportunities associated with an investment’s ESG factors, to the extent IFM determines such factors to be applicable. IFM does not guarantee the identification of all ESG issues nor does IFM guarantee that any ESG policy achieves its intended goals. The use of ESG metrics in the investment process involves subjectivity and lacks uniform standards; associated methodologies and data

remain complex and continue to evolve. As a result, IFM does not guarantee the accurate assessment or measurement of all ESG-related risks or opportunities. The integration of ESG factors into the investment process affects exposures to certain companies or industries and causes Advisory Clients to forego certain investment opportunities when such opportunities would otherwise be advantageous, or to sell certain investments due to their ESG characteristics when such sales would otherwise be disadvantageous. While IFM aims to consider ESG factors in a manner that promotes the long-term investment performance of Advisory Clients, no assurance exists that any consideration of ESG factors produces a positive impact on investment performance, and Advisory Clients could perform differently compared to similar investment vehicles that do not use such criteria. ESG factors are evaluated alongside other considerations that IFM takes into account when making investment decisions, and other considerations, in certain circumstances, outweigh ESG considerations. No assumption should be made that any ESG practices or standards apply to every investment in which Advisory Clients invest or that such practices or standards have applied to all prior investments. Accordingly, certain investments exhibit characteristics that are inconsistent with the practices or standards described herein. The application of ESG considerations in the discovery, development, negotiation, evaluation, acquisition, structuring, holding, monitoring, management, and disposition of an Advisory Client’s investment results in higher ESG compliance expenses or costs. The impact following the occurrence of an ESG event varies depending on the nature of the event, asset class, region, and applicable regulatory regime(s). Where such an event occurs, the value of an underlying asset or other interests of the underlying asset, IFM, or an Advisory Client, including as a result of reputational harm, experience negative impacts.

ESG Regulation and Legislative Developments. ESG matters are subject to a rapidly evolving

regulatory landscape. In Europe, the European Commission’s Action Plan on Financing Sustainable Growth has led to the adoption of legislative reforms, including Regulation 2019/2088 on sustainability-related disclosures in the financial services sector (“SFDR”) and Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (“EU Taxonomy”). These regulations introduce measures to clarify the responsibilities of alternative investment fund managers in relation to the integration of ESG factors and risks into their investment processes, and standardize transparency obligations and ESG reporting in relation to funds marketed to investors in the European Union. As of the date hereof, the full impact of the SFDR and the EU Taxonomy remains unclear as a series of initiatives are ongoing at the EU level on their implementation, including the EU Omnibus Directives which aim to simplify the EU Taxonomy. The SFDR framework is also currently subject to review which may result in significant changes to the existing regime. The full costs and implications of compliance with the SFDR and EU Taxonomy therefore remain difficult to assess. Compliance with these and other ESG-related rules is expected to result in increased legal, compliance, reporting, and other associated costs and expenses, including costs and expenses of collecting and calculating data and preparing policies, disclosures, and reports. Such costs and expenses reduce investor returns.

In the UK, the Financial Conduct Authority (“FCA”) has introduced the Sustainability Disclosure Requirements (“SDR”) and investment labels regime, including mandatory TCFD-aligned disclosure requirements for certain firms. The SDR regime is being implemented on a phased basis, and its application to overseas funds remains uncertain. The evolving nature of ESG and sustainability-related regulations and practices means that there is likely to be a degree of divergence as to the regulatory and market meaning of such terms, as well as divergent views on the degree to which such matters contribute to long-term performance. Sustainability-related practices differ by region, industry, and issue, and an investment’s sustainability-related practices or assessment of such practices can change over time. New sustainability requirements imposed by jurisdictions in which IFM and its affiliates do business and/or in which the Funds are marketed result in additional compliance costs, disclosure obligations, or other implications or restrictions on the Funds or on IFM and/or its affiliates. Under such requirements, IFM and/or its affiliates are required to classify themselves or the Funds against certain criteria, some of which are open to subjective interpretation. IFM or its affiliates’ view on the appropriate classification develops over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification requires further actions to be taken, such as requiring further disclosures or new processes to be set up, which leads to additional cost. Enacted or proposed “anti-ESG” legislation in certain US states requires that relevant state entities or the administrators of state investments base their investment decisions solely on financial factors or investment returns, which could be deemed to exclude certain ESG factors. In addition, other potential investors could voluntarily implement strategies to limit their investments in funds that focus on, use, or otherwise consider ESG criteria or factors. To the extent such US state laws or requirements apply to prospective investors in a Fund or a significant number of such prospective investors adopt strategies to limit their investments in private funds that consider ESG factors in their investment process, IFM and its affiliates could be required to modify or eliminate its ESG program to the extent IFM and its affiliates target such investors for investment in a Fund, or limit its investor base to exclude such investors or make other changes to its business, which could materially affect the amount of capital a Fund has available for implementing its investment objectives. State and federal regulators have initiated inquiries, investigations, and lawsuits with respect to certain funds regarding their use of ESG factors or criteria in their investment process, participation in certain industry groups, or otherwise. These inquiries, investigations, and actions could result in reputational or financial harm to IFM and its industry. Increased focus and activism concerning ESG and related matters limits access to capital, as capital providers in both debt and equity markets reallocate capital or decline to commit capital based on their assessment of a company’s ESG practices. Policymakers have adopted, or are considering adopting, requirements regarding the consideration of ESG factors by investment advisers. These requirements vary and, at times, conflict. These limitations affect an Advisory Client’s ability to implement its investment strategy if it encounters difficulty accessing equity and debt capital markets or incurs additional compliance costs to navigate divergent requirements. The lack of availability of such markets or an Advisory Client’s inability to access alternative means of financing produces a material adverse effect on the Advisory Client’s financial condition and returns and negatively impacts the Advisory Client’s ability to service its indebtedness.

ESG Disclosures. Disclosures regarding ESG matters are subject to change as data,

methodologies, and regulatory requirements evolve. Data constraints and comparability issues in ESG reporting persist, and ongoing improvements in the data provided to, and obtained from, financial market participants and financial advisers are necessary to achieve the objectives of applicable ESG regulations. Investors should not assume that ESG practices, standards, or disclosures will remain static or apply uniformly across all investments or Advisory Clients.

Competition for ESG and Climate-Related Investments. Due to increasing market interest

in ESG and climate-related investing, Advisory Clients are likely to encounter competition from other entities having a similar focus on these areas. IFM and its affiliates expect that competition for appropriate investment opportunities in these areas will increase, which could increase the difficulty of finding investments at attractive prices or at all, increase the pressure on an Advisory Client to seek investments that are perhaps more vulnerable to greenwashing claims or allegations, increase the likelihood an Advisory Client will pay higher prices for investments, conduct less due diligence and/or provide certain seller favorable terms in transactions, and/or decrease the likelihood of an Advisory Client obtaining buyer favorable terms in transactions.

Investor Advisory Committees . Although the investor advisory committee of a Fund is

intended to act as the representative of the Investors of a particular Fund in respect of certain matters (including, in most cases, being authorized to provide consent on behalf of such Fund in connection with certain affiliate transactions, Advisers Act “assignments” or as otherwise requested by IFM), the investor advisory committee may not necessarily, and in certain cases will not, have the same interests as all Investors. Furthermore, the advisory committee cannot be expected to be an expert in all matters presented to it, and certain of its determinations may, in fact, adversely affect the performance of the particular Fund. It cannot be assumed that a member of the investor advisory committee will recuse themselves from voting on or consenting to matters submitted for consideration or review, unless otherwise set forth in the Governing Documents of the relevant Fund. The investor advisory committee generally does not owe a fiduciary obligation to the Fund or the Investors.

Certain Shareholders have representatives on the investor advisory committee for certain Funds. While Shareholders and their representatives will not vote on matters presented to the investor advisory committee that relate to consents required under Section 206 of the Advisers Act, Shareholders and their representatives are expected to have the right to vote on other matters presented to the investor advisory committee.

Side Letters. IFM is permitted to enter into other written agreements (“Side Letters”) with one

or more Investors. These Side Letters could entitle an Investor to make an investment in a Fund on terms other than those described herein or grant other rights to such Investor. Any such terms, including with respect to (i) economic arrangements (including with respect to management and performance fees), (ii) opting out of particular investments, (iii) additional or different reporting obligations of a Fund, (iv) transfer to affiliates and other parties, (v) co-investment opportunities, (vi) withdrawal and redemption rights, (vii) limits on indemnification obligations or (viii) any other matters described therein, could be more favorable than those offered to any other Investor, to the extent permitted under applicable law. Subject to the terms of the Governing Documents, neither IFM nor any of its affiliates will, to the fullest extent permitted by applicable law, be

required to notify any or all of the other Investors of any such Side Letters or the terms thereof, nor will they be required to offer such terms to any or all of the other Investors. IFM could enter into such Side Letters with any party as IFM could determine, each in its sole discretion, at any time. The other Investors will, to the fullest extent permitted by applicable law, have no recourse against IFM or the Funds or any of their respective affiliates as a result of such Side Letters. An Investor’s most favored nation rights will generally be commitment-based and is subject to the applicable Fund’s Governing Documents. As a result of certain Side Letters, investors in a Fund holding the same interests could have different returns, bear different fees and expenses, or receive different information, depending on any arrangements applicable to a given Investor in such Fund. Any co-investment rights granted to an Investor in a Fund via a Side Letter or other similar agreement could result in fewer coinvestment opportunities (or reduced or no allocations) being made available to other Investors in the Funds generally. In addition, IFM and its affiliates can enter into agreements with Investors involving relationships between an Investor (or its affiliates), an Investor’s investment manager or other parties with significant connections to an Investor (collectively, “Strategic Counterparties”) and IFM (or its affiliates) that extend beyond a Strategic Counterparty’s investment in a Fund, with terms and conditions applicable solely to such Strategic Counterparty and its investment in the Fund and other vehicles or strategies sponsored by IFM, such as separately managed accounts or other investment vehicles. Such an agreement can involve a Strategic Counterparty agreeing to make a capital commitment to multiple vehicles or strategies, such as a separately managed account or other investment vehicle, sponsored by IFM and/or its affiliates, one or more of which can include the Fund or a separate account or other investment vehicle. Investors will generally be unable to elect any rights or benefits granted to such Strategic Counterparties. Specific examples of such additional rights and benefits could include specialized reporting, more favorable or different economic arrangements (including with respect to withdrawal or redemption rights), rights to participate in the investment process, as well as priority rights or targeted amounts for coinvestments alongside the Investors or other vehicles or strategies sponsored by IFM and/or its affiliates, in each case to the extent permitted by applicable law. IFM reserves the right, in its sole discretion and without any further notice to any Investor, to designate certain Investors as “associated” and consequently treat such Investors’ capital commitments as aggregated for certain purposes, including for the purpose of determining the applicable management fee rate for such “associated” Investors. IFM can designate one or more Investors as “associated” due to, amongst other criteria, such Investors being affiliated, under common control, managed by a common manager and/or established pursuant to the same statute, regulation or law.

SEC Regulation, Impact of Rule Reforms. Changes in law or regulations could adversely affect

the value of investments held (directly or indirectly) by the Advisory Clients, affect the ability of Advisory Clients to pursue their investment strategy, restrict IFM’s ability to operate as it has in the past, and increase the amount of fees or expenses borne by Advisory Clients and the Investors indirectly. The time and attention as well as the financial costs associated with compliance with any regulatory rulemaking could divert IFM’s resources away from managing the investment

program of the Advisory Clients, which could adversely affect the Investors and their investments. Similarly, any cost of new compliance obligations attributable to the Advisory Clients have the potential to increase the financial burden on the Advisory Clients. Further, the impact of SEC rulemaking is uncertain and legal or regulatory uncertainty with respect to any such rulemaking is likely to result in a diversion of IFM’s time and resources as well as expose IFM to regulatory risk, all of which in turn could negatively impact Advisory Clients and their investments.

Regulatory Uncertainty. The current U.S. administration has enacted, and continues to seek to

enact, changes to numerous areas of law and regulation. Such changes directly impact Advisory Clients and their portfolio companies. Legislative and regulatory proposals with material impact on Advisory Clients include changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, resulting in changes to the level of oversight and focus on the financial services industry and the tax rates paid by corporate entities. The nature, timing, and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under future presidential administrations remain highly uncertain. Future changes to laws, regulations, or governmental policy adversely affect the operating environment of Advisory Clients and, as a result, the business, financial condition, and results of operations of Advisory Clients. No assurance exists that changes in laws, regulations, or governmental policy will not have an adverse impact on Advisory Clients and their investments, including the ability of Advisory Clients to execute investment objectives and to receive returns.

Investments in Pooled Investment Vehicles, Joint Ventures and Similar Arrangements . Certain Advisory Clients from time to time invest in other Funds managed by IFM or its affiliates and/or participate in joint ventures or other similar arrangements alongside other Advisory Clients, Investors in other Advisory Clients, and/or other parties, including other sponsors, market participants, Shareholders, finders, consultants and other service providers, and/or certain other persons associated with IFM (“Other Persons”). As a result, there will be instances where an Advisory Client’s interests, on the one hand, and Other Persons’ interests, on the other hand, conflict, and IFM’s exercise of discretion in such circumstances presents a conflict of interest. While such transactions are expected to be conducted on terms that are fair and reasonable to participating Advisory Clients, this determination is inherently subjective and will likely be based on uncertainties and there can be no assurance that the terms of any such transaction will be the same as those that would be obtained in a transaction between unaffiliated or unrelated parties. In addition, where an Advisory Client invests in other pooled investment vehicles, joint ventures or similar arrangements, the Advisory Client will likely be required to bear costs and expenses associated with such investment, including cost and expenses that would not be applicable if the Advisory Client were to make such investment directly. While IFM or its affiliates generally expects to waive or offset any management fees or performance fees associated with an investment by an Advisory Client in a pooled investment vehicle managed or advised by IFM or its affiliates, the Advisory Client should still expect to bear the organizational and operating costs and expenses associated with such vehicle. Investments of the type described above involve risks not present in investments where another party or vehicle is not involved, including the possibility that a co-venturer, partner or other Investor could at any time have economic or business interests

or goals which are inconsistent with those of participating Advisory Clients, or may be in a position to take action contrary to such Advisory Clients’ investment objectives. Further, in certain instances, IFM or its affiliates will have an incentive to cause an Advisory Client to invest in a Fund managed or advised by IFM or its affiliates. Certain Advisory Clients hold investments in other Funds. Advisory Clients that hold investments in other Funds generally do not pay any management fee or performance fee in relation to their investment in such Funds. However, such Advisory Clients are generally charged a certain portion of the Fund’s expenses, which are in addition to the expenses of the investing Advisory Clients and which often would not have been borne if the investing Advisory Clients had made such investments directly. The ability for IFM to admit third-party investors into such Funds, and for IFM to receive management fees and/or performance fees from such third-party investors, creates an incentive for IFM to invest Advisory Clients in such other Funds.

Liquidity Risks . Although private market portfolio investments can generate some current

income, they are expected to be generally illiquid. In addition, public sentiment and political pressures can affect the ability of Advisory Clients to sell one or more of its private market portfolio investments. As a result, it could be difficult from time to time for Advisory Clients to realize, sell or dispose of a portfolio investment at an attractive price or at the appropriate time or in response to changing market conditions, or clients could otherwise be unable to complete a favorable exit strategy. Losses on unsuccessful portfolio investments could be realized before gains on successful portfolio investments are realized. Although some private market portfolio investments could generate operating income, the full return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposal of an investment.

Valuation Risk. Private market portfolio investments generally will be highly illiquid and will most likely not be publicly traded or readily marketable. The Firm, therefore, will not have access to readily ascertainable market prices when establishing initial or quarterly valuations of the portfolio investments and there could be a relative scarcity of market comparables on which to base the value of the portfolio investments. For the purposes of valuing portfolio investments, IFM may appoint independent external appraisers to determine the fair market value of such assets. While such external appraisers will endeavor to determine and establish valuations of the portfolio investments based on their estimates of the market values of such investments and valuation principles they consider sound, given the nature of infrastructure assets, such valuation could be difficult. Given the difficulty associated with forecasting variables, often many years into the future, the capital value and expected cash returns from portfolio investments could be less than expected. Investors will ultimately bear the risk of whether a portfolio investment is well conceived and the underlying investment assumptions are realized. Risks Relating to Due Diligence and Conduct at Portfolio Companies; Financial Fraud .

Before a Fund makes an investment, IFM will conduct such due diligence as it deems reasonable and appropriate, based on the facts and circumstances applicable to the investment. Due diligence could entail marketing studies, business plan development, evaluation of important and complex business, financial, tax, accounting and legal issues, as well as background investigations of individuals and feasibility and technical studies. Outside professionals, experts, consultants, legal advisors, accountants, investment banks, ESG advisers and other third parties could be involved

in the due diligence process to varying degrees depending on the type of investment. The involvement of such third parties could present a number of risks primarily relating to reduced control of the functions that are outsourced and could entail significant third-party expenses, which will be borne by the applicable Fund(s). In addition, if a Fund is unable to timely engage third-party providers, its ability to make investments could be adversely affected. Due diligence investigations with respect to any investment opportunity may not reveal or highlight all relevant facts that could be necessary or helpful in evaluating the investment opportunity. Moreover, there can be no assurance that attempts to identify risks associated with an investment will achieve their desired effect. Prospective Investors should regard an investment in a Fund as being speculative and having a high degree of risk. Instances of fraud, material misrepresentations or omissions, professional negligence and other deceptive practices committed by any seller of securities or assets of a portfolio company or such seller’s representatives, by a portfolio company or any of its affiliates, members of senior management of portfolio companies in which a Fund invests, employees, officers or directors, or by any other third party, could undermine IFM’s due diligence efforts with respect to such companies and, if such fraud or other action or omission occurs, the applicable Fund(s) and could suffer a material loss of capital and the value of the Fund’s investments could be adversely impacted. In addition, when discovered, financial fraud could contribute to overall market volatility that can negatively impact the Fund’s investment program. A Fund will rely upon the accuracy and completeness of representations made by various persons in the due diligence process, and cannot guarantee such accuracy or completeness.

Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct

by employees of IFM, portfolio company officers or employees, vendors and/or service providers to the foregoing or their respective affiliates could cause significant losses to IFM or the Advisory Clients. Misconduct could include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by an Advisory Client, misappropriation of Advisory Client assets, or the improper use or disclosure of confidential or material non-public information, any of which could result in litigation or serious financial harm. IFM has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurance can be given that IFM will be able to identify or prevent all such misconduct. Instances in which such misconduct occurs, the Advisory Clients could still have indemnification obligations to such employees and service providers and have limited remedies for such misconduct.

Management of Controlling Interest in Assets . In certain instances where an Advisory Client takes a controlling position in a private equity asset, it will rely on existing operating management teams that have extensive experience in the day-to-day operations of these businesses. Consequently, the operational success of such businesses, as well as the success of the Advisory Client portfolio’s internal growth strategy, will be dependent on the continued efforts of the management teams of such businesses. Similarly, certain Advisory Clients are permitted to invest in another fund and, in such instances, will rely on the continued efforts of the investee fund’s investment management team. The loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on the business, financial condition and results

of operations of such companies. This could negatively impact an Advisory Client’s portfolio. In other cases in which an Advisory Client takes a controlling interest in a private equity asset, an Advisory Client could rely on third-parties, under services agreements with the Advisory Client and/or other third-parties, to provide day-to-day operating management of investments. However, there could be a limited number of operators with the expertise necessary to successfully maintain and operate the particular business of an investee company and one could be difficult at times to locate. Further, there can be no assurance that these arrangements will lead to successful performance or that the results will be as planned.

Dependence on Key Personnel. The success of an Advisory Client depends in substantial part

upon the skill and expertise of the investment professionals of IFM and the other individuals employed to assist them. There can be no assurance that the investment professionals will continue to be partners of or employed by IFM or any of its respective affiliates. The loss of service to an Advisory Client of one or more of the investment professionals could have a material adverse effect on the success of an Advisory Client.

Counterparty Risk . Counterparties are third-parties that enter into contracts either directly with

a Fund or with any of its portfolio investments. The long-term financial performance of an Advisory Client portfolio is partially dependent on the creditworthiness and performance of counterparties with regard to a variety of agreements and arrangements. Advisory Clients are exposed to a risk of loss due to a counterparty’s default. If a counterparty is unable or chooses not to meet its obligations, financial or otherwise, Advisory Clients will likely be adversely impacted.

Leverage Risk. Advisory Clients’ investments could include businesses and companies whose

capital structures could have significant leverage. In addition, Advisory Clients could from time to time incur leverage as a result of, or in connection with, a variety of transactions or investments. While leverage presents opportunities for increasing a portfolio’s total return, it has the effect of increasing potential losses as well. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent an Advisory Client portfolio is leveraged. The cumulative effect of the use of leverage by an Advisory Client portfolio in a market that moves adversely to a portfolio’s investments could result in a substantial loss, which would be greater than if an Advisory Client portfolio was not leveraged.

Bridge Financings . From time to time, a Fund could, in connection with its investments, make additional investments intended to be of a temporary nature in the form of debt or equity, including debt issued on a short-term, unsecured basis, in anticipation of a future issuance of equity or long-term debt securities, or other refinancing or syndication. Such bridge financings are generally intended to be refinanced with a more permanent, long-term security; however, for reasons not always in the Fund’s control, such long-term securities issuance or other refinancing may not occur, and such bridge financing could remain outstanding. In such event, the returns on such bridge financing may not adequately reflect the risk associated with the investments made by the Fund. Risks Upon Dispositions of Investments. In connection with the disposition of a portfolio

investment, an Advisory Client could be required to make representations about the business and

financial affairs of such portfolio company typical of those made in connection with the sale of a business. In certain cases, it will also be required to indemnify the purchasers of such investment to the extent that any such representation turns out to be inaccurate. These arrangements have the potential to result in contingent liabilities of an Advisory Client, which might ultimately have to be funded by the Investors in an Advisory Client (either out of unfunded capital commitments on a return of distribution) to the extent that such contingent liabilities exceed the reserves and other assets of an Advisory Client.

Distributions in Kind. Although, under normal circumstances, an Advisory Client intends to

make distributions in cash or in publicly traded securities, it is possible that under certain circumstances (including the liquidation of an Advisory Client) distributions will be made in kind and could consist of securities for which there is no readily available public market.

Failure to Make Capital Contributions. If any Investor in a Fund fails to fund its subscription

obligation or make required capital contributions when due, a Fund’s ability to complete its investment program or otherwise continue operations could be impaired and the Investor could be subject to significant consequences.

Contributions In-Kind. To the fullest extent permitted by applicable law, IFM (in its capacity as general partner of an Advisory Client) is permitted to accept an in-kind capital contribution of assets on behalf of the Advisory Client for the account of any Investor. Upon acceptance of an in-kind capital contribution, IFM will issue interests in the applicable Advisory Client for the account of such Investor, and the Advisory Client will issue interests to such Investor in exchange therefor. Although the value of any in-kind capital contribution will be determined in accordance with IFM’s valuation policy and the terms of the applicable Governing Documents and will not exceed the fair market value of such in-kind capital contribution, the valuation of assets accepted as an in-kind capital contribution is inherently subjective and will be determined by IFM (in its capacity as general partner of the Advisory Client) in its sole discretion. A failure by an Investor to deliver assets to the Advisory Client that are the subject of an in-kind capital contribution could give rise to remedies that differ from those applicable to a defaulted cash capital contribution, and the value of the undelivered assets could fluctuate between the due date and the date of any cure of such default. Furthermore, in-kind capital contributions are permitted to be accepted at times that differ from the sequencing requirements otherwise applicable to capital contributions. As a result, IFM (in its capacity as general partner of the Advisory Client) expects to permit an Investor making an inkind capital contribution to satisfy its funding obligation in respect of the value of such in-kind capital contribution ahead of other Investors in the drawdown queue. The Investors that could make in-kind capital contributions and move ahead in the drawdown queue include IFM, its respective affiliates or another Advisory Client. The acceptance of an in-kind capital contribution is expected to alter the order in which Investors would otherwise be drawn to participate in the Advisory Client’s investments and in certain cases will result in Investors that otherwise would have been drawn ahead of the contributing Investor instead being drawn down after such contributing Investor. Such differential treatment could have a material impact on the timing and amount of the gains, losses, distributions and other economic results allocated among Investors

and may result in certain Investors realizing greater or lesser returns than they would have otherwise.

Additional Capital Requirements of Portfolio Companies. Certain portfolio companies,

particularly those in a development or “platform” phase, may require additional financing to satisfy their working capital needs or to pursue acquisition strategies. Following the initial investment by an Advisory Client in a portfolio company, IFM or the relevant Advisory Client may be called upon to provide additional capital to, or have the opportunity to increase its investment in, such portfolio company, including through participation in an initial public offering or the subsequent purchase of publicly traded shares. Although the Governing Documents of the relevant Advisory Clients generally permit follow-on investments, there can be no assurance that any Advisory Client or its co-investors will provide all necessary follow-on capital, or that any Advisory Client will have sufficient available capital to make all or any such investments. Any decision by an Advisory Client not to make, or inability to make, additional investments may have a material adverse effect on a portfolio company in need of such capital (including, for example, an event of default under applicable debt documents if an equity cure cannot be made), could result in a lost opportunity for the Advisory Client to increase its participation in a successful investment, or may result in the dilution of the Advisory Client’s ownership interest in the portfolio company if a third party or co-investor is permitted to invest. If the capital provided by an Advisory Client is insufficient, a portfolio company could be required to raise additional capital at terms that are unfavorable to existing investors, including the relevant Advisory Client. In addition, an Advisory Client is permitted to make additional investments in a portfolio company to preserve its proportionate ownership in connection with a subsequent financing, or to protect its investment if the portfolio company’s performance does not meet expectations. The availability of capital is generally subject to prevailing capital market conditions, which are beyond the control of IFM, any Advisory Client, or any portfolio company. There can be no assurance that a particular portfolio company will be able to accurately predict its future capital requirements.

Indemnification. To the fullest extent permitted by applicable law, including the Advisers Act,

IFM, its affiliates, the general partner or trustee of a Fund, the manager, members of the investment team, and their respective members, partners, shareholders, directors, officers, employees, agents, and affiliates are generally entitled to indemnification from the relevant Advisory Client, except in certain circumstances and subject to limitations imposed by law or regulation, as set forth in the applicable Governing Documents. The assets of an Advisory Client, including any unfunded capital commitments, may be used to satisfy such indemnification obligations, and it is possible that Investors could be required to return distributions to satisfy these obligations, as provided in the Governing Documents. Such indemnification obligations may survive the dissolution, liquidation, or termination of the relevant Advisory Client. For the avoidance of doubt, although an Advisory Client’s Governing Documents generally contain broad exculpation and indemnification provisions, IFM will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Advisory Client under the Advisers Act.

Regulatory Risks and Tax Risks

Funds are Not Registered . None of the Funds will be registered as an investment company under the 1940 Act. Accordingly, the 1940 Act generally will not be applicable to the Funds. In addition, certain Funds are not required to be registered in Australia or any other jurisdiction. Imposition of Tax Regardless of Cash Distributions . There is a risk that Fund Investors

could be subject to a tax liability even though they do not receive any income from the Funds. Each Fund formed as a limited partnership could generate taxable income for Investors even though the value of Investors’ interests in such Fund has declined. Investments in Infrastructure Assets

General Risks Associated with Investments in Infrastructure Assets. An investment in

certain Advisory Clients is subject to certain risks associated with the ownership of infrastructure and infrastructure-related assets in general, including: the burdens of ownership of infrastructure; local, national and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; changes in interest rates and the availability of funds which could render the purchase, sale or refinancing of infrastructure assets difficult or impractical; changes in environmental and planning laws and regulations, and other governmental rules; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative economic developments that depress travel; uninsured casualties; force majeure acts, terrorist events, under-insured or uninsurable losses; and other factors which are beyond the reasonable control of the Advisory Client. Many of these factors could cause fluctuations in usage, expenses and revenues, causing the value of the Advisory Client’s portfolio investments to decline and negatively affecting each of the Advisory Clients and the Advisory Client’s returns.

Operational and Technical Risks .

Investments in infrastructure assets are subject to operational and technical risks, including risk of mechanical breakdown, failure to perform according to design specifications, labor and other work interruptions, and other unanticipated events that adversely affect operations. There can be no assurance that any or all such risk can be mitigated. An operating failure could lead to loss of a license, concession or contract on which a portfolio investment depends. The long-term profitability of an infrastructure project, once constructed, is partly dependent upon efficient operation and maintenance of the project. Inefficient operations and maintenance and, in certain infrastructure sectors latent defects in acquired infrastructure assets, could adversely affect the returns of each of the Advisory Clients.

Regulatory Risk. Many of the Advisory Client’s portfolio investments are subject to different

statutory and regulatory regimes, including those imposed by zoning, environmental, safety, labor and other regulatory or political authorities. In addition, the adoption of new laws or regulations, or a change in the interpretation of existing ones, or any of the other regulatory risks mentioned above could have a material adverse effect on the Advisory Client’s ability to meet its investment objectives. Statutory and regulatory requirements could require a portfolio company to obtain

numerous regulatory approvals, licenses and permits. Failure to obtain or a delay in obtaining relevant permits or approvals could hinder construction or operation and could result in fines or additional costs for a portfolio company or the Advisory Client, which could have a material adverse effect on such an investment or investment returns generally.

Construction Risks. The Advisory Client could make investments in infrastructure projects

during the construction phase, which will generally not produce income during such phase. To the extent that an Advisory Client invests in new infrastructure projects, there is a risk that the project will not be completed within budget, within the agreed timeframe or to the agreed specifications. Delays in project completion can result in an increase in total project construction costs and/or an increase in debt service costs. Project delays are also likely to delay the scheduled flow of project revenues or result in late delivery penalties.

Contract Risk. To the extent that an Advisory Client invests in assets that are governed by concession agreements with governmental authorities (whether at the national, state, local, district or other level), there is a risk that these authorities may not be able to or may choose not to honor their obligations under such agreements, especially over the long-term. Government leases or concessions could also contain clauses more favorable to the government counterparty than would a typical commercial contract. For instance, a lease or concession could enable the government to terminate the lease or concession in certain circumstances without requiring it to pay adequate compensation. In addition, government counterparties also could have the discretion to change or increase regulation of an Advisory Client’s operations, or implement laws or regulations affecting the Advisory Client’s operations, separate from any contractual rights they could have. Governments have considerable discretion in implementing regulations that could impact infrastructure assets, and because, in many cases, infrastructure businesses provide basic, everyday services, and face limited competition, governments could be influenced by political considerations causing them to make decisions that adversely affect the Advisory Client’s portfolio investments. Litigation Risk . Infrastructure assets are often governed by a complex series of legal documents

and contracts. As a result, the risks of a dispute over interpretation or enforceability of the documentation and consequent costs and delays could be higher than for other types of investments. In addition, an Advisory Client could be subject to claims by third-parties (either public or private), including environmental claims, legal action arising out of acquisitions or dispositions, workers’ compensation claims and third-party losses related to disruption of the provision of infrastructure services by an infrastructure provider. Further, it is not uncommon for infrastructure assets to be exposed to legal action from special interest groups seeking to impede particular infrastructure projects to which they are opposed. If any of an Advisory Client’s portfolio investments become involved in material or protracted litigation, the litigation expenses and the liability threatened or imposed could have a material adverse effect on the Advisory Client.

Demand and User Risk . The revenue generated by infrastructure and infrastructure-related

assets could be impacted by the demand for the products or services produced by such assets (for example, traffic volume on a toll road). Any reduction in demand and/or the number of users could negatively impact the returns of an Advisory Client. Demand for infrastructure assets could be subject to seasonal variations which have the potential to increase or decrease revenues and

profitability at various times during the year, and which could affect the short-term returns of an Advisory Client.

Strategic Assets Risk . An Advisory Client could invest in or acquire assets that constitute

significant strategic value to public and/or governmental bodies. The nature of these assets could generate additional risks not common in other industry sectors. The national or regional profile of such assets and/or their irreplaceable nature could increase the risk of terrorist acts or political actions. In addition, the essential nature of the services provided by public infrastructure assets create a higher probability that the services provided by such assets will be in constant demand. Accordingly, in the event of the failure of such a strategic asset to make such services available, users of such services could incur significant damage and may be unable to replace the supply of such services or otherwise mitigate any such damage, thereby heightening the potential loss from third-party claims against an Advisory Client for such failures.

Catastrophic and Force Majeure Risks . The Advisory Client’s portfolio investments could be

subject to catastrophic events and other force majeure events during their construction, technical and/or operational phases. These events could include fires, floods, earthquakes, adverse weather conditions, changes in law, eminent domain, wars, riots, terrorist attacks and similar risks, which could be uninsurable or insurable at rates that IFM deems uneconomic. These events could result in the partial or total loss of a portfolio investment, significant down time resulting in lost revenues, and injury or loss of life, as well as litigation related thereto, among other potentially detrimental effects.

Potential Environmental Liability . Large-scale infrastructure projects in which the Advisory Client could invest could have a significant impact on their local environments, or be particularly susceptible to events or changes in those environments or to requirements of political or administrative authorities in respect of their environmental impact. In the United States, Europe and other countries or regions, infrastructure projects are subject to numerous environmental laws and regulations, some of which regulate air emissions of pollutants, such as sulfur dioxides, nitrogen oxides, and particulate matters, and, in the case of generators, limits on the emissions of mercury. Future environmental laws regulating infrastructure projects could become more restrictive, as domestic and foreign governments aim to limit the impact of infrastructure on local wildlife and natural resources and reduce the global emissions of greenhouse gases. In addition, an owner of an infrastructure asset could be liable for past and future damages caused by environmental pollutants located on, or emitted from, or otherwise attributable to the asset, as well as for the costs of remediation and, in some circumstances, fines or other penalties. These liabilities could exceed the value of the infrastructure asset at issue and could result in claims against the owner that would result in the loss of other assets of the owner. While IFM will exercise reasonable care to acquire infrastructure assets that do not present a material risk of such liabilities, environmental liabilities could arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition or operation. Counterparty Risk . Counterparties are third-parties that enter into contracts either directly with

the Advisory Client or with any of its portfolio investments. The long-term financial performance of an Advisory Client is partially dependent on the creditworthiness and performance of

counterparties with regard to a variety of agreements and arrangements. The Advisory Client is exposed to a risk of loss due to a counterparty’s default. If a counterparty is unable or chooses not to meet its obligations, financial or otherwise, the Advisory Client has the potential to be adversely impacted.

Troubled Infrastructure Assets . The Advisory Client is permitted to invest in assets or entities

that are experiencing operational, financial or other difficulties. Portfolio investments in these assets or entities generally require an extensive commitment of resources, including time, on the part of the Advisory Client and carry a greater risk that such an asset or entity could be involved in a bankruptcy proceeding. In such an event, the Advisory Client would be exposed to the risk of a proceeding of uncertain duration and to the possibility of little or no return on its investment.

Corporate Governance Risk . Lack of appropriate shareholder rights, lack of transparency, lack

of appropriate delegations, inadequate disclosure to the board of directors, inadequate risk management systems, lack of overall board skills and mix, or lack of appropriate remuneration and incentives can adversely impact performance of investments in infrastructure assets. All governance factors must be appraised and mitigated by seeking appropriate shareholder rights and ensuring compliance with relevant laws and regulations and internationally accepted standards of corporate behavior.

Workplace Health and Safety . Investments in infrastructure assets could be exposed to liability from loss of life and equipment arising from inadequate workplace health and safety practices. Due diligence must include a review of possible hazards, including a review of written policies, practices and procedures to ensure that appropriate corrective action is taken to prevent accidents or injuries arising from these hazards. Sustainable Finance Transition . Sustainable finance is a rapidly developing area and the legal and regulatory framework governing sustainable finance continues to evolve. While in Europe legislative reforms have been initiated in this area, which include, without limitation, the SFDR, a lack of harmonization globally in relation to environmental, social and governance legal and regulatory reform could lead to a risk of fragmentation as a result of the differing pace of sustainability transition across jurisdictions which could also impact the approach IFM is required to take in this area. Failure to keep pace with sustainability transition could impact IFM’s competitiveness in the market and damage its reputation resulting in a material adverse effect on its business operations. Sustainability Risks . Sustainability risk means an environmental, social or governance event or

condition that, if it occurs, could cause an actual or potential material negative impact on the value of an investment. While these sustainability risks are only some of the many factors IFM will consider in making an investment, there is no guarantee that IFM will successfully identify and mitigate all material sustainability risks. IFM’s engagement with underlying investments on sustainability-related practices, potential enhancements and risk mitigants may not achieve desired financial results. Furthermore, the market or society may not view such changes as desirable. Successful engagement on the part of IFM will depend on IFM’s skill in properly identifying and analyzing material sustainability and other factors (which could involve qualitative and subjective judgements) and their related value. Considering sustainability qualities when evaluating an

investment could result in the selection or exclusion of certain investments based on IFM’s view of certain sustainability-related and other factors and carries the risk that the Advisory Client could underperform compared to other funds that do not take sustainability-related factors into account. Sustainability-related practices differ by region, industry and issue and are evolving accordingly, and an investment’s sustainability-related practices or IFM’s assessment of such practices could change over time. Similarly, new sustainability requirements imposed by jurisdictions in which IFM does business and/or in which the Advisory Client is marketed could result in additional compliance costs, disclosure obligations or other implications or restrictions on the Advisory Client or on IFM. Under such requirements, IFM could be required to classify itself or the Advisory Client against certain criteria, some of which can be open to subjective interpretation. IFM’s view on the appropriate classification could develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification could require further actions to be taken, such as requiring further disclosures by IFM or the Advisory Client or new processes to be set up to capture data about the Advisory Client, which could lead to additional cost.

Climate Change Risk. Investments in infrastructure could be exposed to direct or indirect

impacts of climate change. Direct impacts of climate change could include physical impacts such as flooding, higher energy costs and changes in demand. Indirect impacts could include compliance with legislation related to climate change. Lack of adaptation by infrastructure assets to manage material risks associated with climate change can have adverse financial and operational impacts.

Renewables Risk. Renewable energy companies are dependent upon factors such as available

water flows, wind conditions, solar irradiance, weather conditions and technological primacy generally that could significantly impact the performance of such companies. Hydrology, wind, solar and weather conditions generally have natural variations from season to season and from year to year and could also change permanently because of climate change or other factors. A natural disaster could impact water flows and water rights are generally owned or controlled by governments that reserve the right to control water levels or could impose water-use requirements as a condition of license renewal. Wind and solar energy are highly dependent on weather conditions and, in particular, on wind conditions and solar irradiance. Moreover, technology use generally by renewable energy companies is accompanied by the attendant costs of maintaining such technology while in use and subject to increased risks of obsolescence associated with emerging and disruptive new technologies.

Investments in Listed Equities

Performance Risk . Individual investments within a strategy or enhancement technique could change in value due to circumstances specifically applicable to the relevant assets and has the potential to impact negatively on portfolio value. For example, if the operations of an entity fail to perform, this could lower returns from the investment in that entity.

Market Risk . Changes in market prices will impact the value of the portfolio. Market prices are influenced by a number of factors, including economic, political, technological and legal conditions relevant to an asset. Assets held by Advisory Clients could fall in value.

Investments in Debt Instruments and Fixed-Income Securities

Interest Rate Risks . Certain Advisory Client portfolios could include debt instruments and fixed-income securities. The value of such instruments and securities changes in response to fluctuations in interest rates and in the perceived credit risk associated with a particular instrument/security and its issuer. When interest rates decline, the value of fixed-rate debt instruments generally can be expected to rise. Conversely, when interest rates rise, the value of fixed-rate debt instruments generally can be expected to decline. In addition, to the extent that the receivables or loans underlying specific securities are pre-payable without penalty or premium, the value of such securities could be negatively affected by increasing pre-payments, which generally occur when interest rates decline. Credit Risk . An issuer or issuers could have difficulty meeting their next interest payment(s) or

the repayment of principal. This could extend to an issuer’s default. Other counterparties also could fail to perform contractual obligations in whole or part. This would negatively impact the value of a portfolio. Further, deterioration in credit fundamentals of either a specific investment or whole sector could occur, which could increase the credit margin and, as such, decrease the value of the investments.

Risks Associated with Loans. Loans and interests in loans have significant liquidity and market

value risks since they are not generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated and loan agreements are privately negotiated and customized, loans are not purchased or sold as easily as publicly traded securities. In addition, historically the trading volume in the loan market has been small relative to the high‐yield debt securities market. While certain Advisory Client portfolios could generally expect to hold loans to maturity, the portfolios could have difficulty achieving liquidity with respect to an investment should it need to dispose of it sooner. The ratings, if any, that could be assigned by various credit rating agencies to loans that could be acquired by certain Advisory Client portfolios reflect only the views of those agencies. Explanations of the significance of ratings should be obtained from such credit rating agencies. No assurance can be given that ratings assigned will not be withdrawn or revised downward if, in the view of such credit rating agency, circumstances so warrant. Investments in Cash Management Securities

Liquidity. Under certain circumstances, redemptions and/or the payment of redemption proceeds could be suspended and units in a Fund may not be freely transferable. In addition, IFM will not be under any obligation to liquidate a Fund’s assets to provide cash to meet a redemption request if such liquidation might be detrimental to the interests of a Fund or the Investors, or that such liquidation is not reasonably practicable. Electronic Trading Facilities. A Fund, in undertaking transactions on an electronic trading

system, will be exposed to risk associated with the system, including, without limitation, the failure of hardware and software. The result of any system failure may be that a trade order is either not executed according to its instructions or is not executed at all. A Fund’s ability to limit or recover certain losses could be subject to limits on liability imposed contractually or by, without limitation,

foreign or domestic law or regulation, the Fund’s own or its brokers’ internet service provider, other systems providers, market factors, foreign or domestic banking or other market regulations and/or telephonic or other communications providers.

Execution Risk; Trade Errors . IFM’s trading activity for an Advisory Client can involve

multiple instruments, multiple brokers and counterparties and multiple strategies. Further, the execution of the trading and investment strategies employed by IFM for an Advisory Client could require a high volume of trades, complex trades, difficult to execute trades, use of negotiated terms with counterparties such as in the use of derivatives, the execution of trades on execution facilities and the execution of trades involving less common or novel instruments. IFM has trained the trading and operational staff devoted to executing, settling and clearing such trades. However, in light of the foregoing, some slippage, trade errors and miscommunications with brokers and counterparties may occur and result in losses to an Advisory Client. IFM endeavors to detect trade errors quickly and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a counterparty, such as a broker, IFM will attempt to recover any loss associated with such error from such counterparty. Given the large volume of transactions executed by IFM on behalf of an Advisory Client, clients and Investors should assume that trading errors (and similar errors) will occur. IFM has adopted a policy for addressing trade errors that could arise, from time to time, with respect to the securities transactions. IFM, pursuant to the policy, will seek to identify and correct any trade errors in an expeditious manner, including, without limitation, by cancelling, breaking, or reallocating the trade. Investments in Real Estate Assets

General Risks Associated with Investments in Real Estate Assets. Investments in real estate

assets are subject to risks associated with the ownership, operation, leasing, development and management of real property. The performance of real estate investments may be adversely affected by changes in local, state, national or global economic conditions, fluctuations in property values, changes in interest rates, availability of financing, increases in operating expenses, changes in government policies or regulations, natural disasters, force majeure events, and other factors beyond the control of IFM or the relevant Advisory Client. Real estate investments may decline in value and there can be no assurance that any real estate asset will generate expected levels of income, occupancy, cash flow, appreciation or investment returns.

Tenant, Leasing and Occupancy Risk. The value and performance of real estate investments

are substantially dependent on the ability to attract, retain and replace tenants on economically favorable terms. Rental income may be adversely affected by tenant defaults, insolvencies, lease expirations, reductions in rental rates, increased tenant incentives, elevated vacancy levels, or an inability to lease available space. Competition from other properties, changing tenant preferences, oversupply in particular markets, economic downturns, or reductions in demand for certain property types may negatively impact occupancy levels and rental income, which could adversely affect property valuations and investment returns.

Acquisition and Due Diligence Risk. Advisory Clients may acquire interests in real estate

assets directly or indirectly through trusts, partnerships, joint ventures or other investment vehicles. The acquisition of real estate assets involves risks inherent in evaluating property values, market conditions, tenant quality, operating performance, physical condition, legal matters and future profitability. Although IFM conducts such due diligence as it considers appropriate, due diligence processes may not identify all material risks, liabilities, defects, contingencies or adverse conditions. Acquired assets may fail to achieve projected occupancy levels, rental rates, operating performance or investment returns, and assumptions underlying an acquisition may prove inaccurate. Transactions may also fail to close after substantial costs have been incurred.

Development and Construction Risk. Certain Advisory Clients may invest in development or

redevelopment projects. Such investments involve risks that are generally greater than those associated with stabilised assets and may be subject to delays, cost overruns, contractor defaults, labour shortages, supply chain disruptions, latent site conditions, adverse weather events, financing challenges, environmental issues, regulatory approvals, tenant pre-commitment defaults and other unforeseen circumstances. Development projects may not be completed on time, within budget or to the intended specifications, and completed projects may not achieve anticipated levels of market acceptance, occupancy, rental income or value.

Joint Venture and Co-Ownership Risk. Real estate investments may be held through joint

ventures, partnerships, co-investment arrangements or other shared ownership structures. Such arrangements expose Advisory Clients to risks associated with the actions, financial condition and decision-making of third-party partners. Co-investors or joint venture partners may have interests or objectives that differ from those of an Advisory Client, may fail to satisfy funding obligations, or may otherwise act in a manner that adversely affects the investment. Disputes among owners, restrictions contained in joint venture or ownership agreements, or failures by counterparties to perform their obligations could impair the operation, financing, development, management or disposition of an asset.

Property Management and Third-Party Service Provider Risk. The operation, management,

leasing, development and maintenance of real estate assets frequently relies on third-party property managers, development managers, contractors, consultants and other service providers. Although IFM seeks to engage qualified service providers and monitor their performance, there can be no assurance that such parties will perform their responsibilities in accordance with expectations or contractual requirements. Inadequate performance, operational failures, insolvency, negligence, misconduct or contractual disputes involving third parties could adversely affect the performance and value of real estate investments.

Environmental and Climate Risk. Real estate assets may be subject to environmental liabilities,

contamination risks and the costs associated with compliance with environmental laws and regulations. Owners and operators of real property may incur liability for contamination regardless of fault and may be required to undertake costly remediation activities. Real estate assets are also exposed to the physical and transitional impacts of climate change, including increased frequency or severity of extreme weather events, flooding, bushfires, rising sea levels, changing environmental regulation, shifting market expectations and evolving sustainability requirements. Such events may reduce asset values, impair operations, increase capital expenditures, increase insurance costs, limit financing availability and adversely affect investment performance.

Technology and Property Obsolescence Risk. Technological advancements and evolving

patterns of property usage may affect the demand for certain real estate assets and increase the costs of owning, operating or upgrading such assets. Changes in workplace practices, consumer behaviour, energy efficiency requirements, sustainability expectations and technological standards may reduce demand for particular property sectors or require significant capital expenditures to maintain competitiveness. Failure to adapt to changing market conditions may adversely affect occupancy, rental income and asset values.

Financing, Interest Rate and Refinancing Risk. Real estate investments frequently utilise

leverage and other financing arrangements. Changes in interest rates, credit market conditions, lender requirements or the availability of debt capital may increase borrowing costs, reduce property valuations or impair the ability to refinance existing indebtedness on favourable terms, or at all. Adverse financing conditions may negatively impact investment returns and could require the sale of assets at unfavourable times or prices.

Real Estate Liquidity and Valuation Risk. Real estate assets are generally illiquid and may require extended periods to acquire or dispose of. Market conditions can materially affect the timing and price of asset sales, and Advisory Clients may be unable to dispose of investments when desired or on terms that maximise value. Real estate valuations are inherently subjective and are based on assumptions, judgments and estimates that may subsequently prove inaccurate. The carrying value of a real estate asset may differ materially from the price ultimately realised upon disposition. Insurance Risk. Real estate assets are subject to risks of loss arising from events such as fire, flood, storm, environmental incidents and other catastrophic events. Although insurance is generally maintained where considered appropriate, insurance coverage may not be available on commercially reasonable terms, may be subject to exclusions or limitations, or may prove insufficient to cover all losses. Uninsured or underinsured losses could materially adversely affect the value and performance of an investment. Legal, Regulatory and Tax Risk. Real estate investments are subject to extensive laws,

regulations and governmental requirements at the local, state and federal levels. Changes in planning, zoning, building, workplace safety, sustainability, tax, foreign investment, ownership or other regulatory regimes may increase operating costs, reduce revenues, restrict property usage or otherwise adversely affect investment performance. Real estate assets may also be subject to disputes, litigation, regulatory investigations or contingent liabilities arising from acquisitions, ownership, operation, development or disposition activities.

Allocation of Investment Opportunities. IFM currently manages, and may in the future

manage, multiple Funds and/or Managed Accounts with overlapping investment objectives and strategies. Investments that satisfy the investment guidelines of more than one Advisory Client will be allocated in accordance with IFM’s internal policies and procedures, which seek to ensure that Advisory Clients have equitable access to investment opportunities and that such opportunities are allocated in a manner consistent with the Governing Documents of the relevant Advisory Clients. However, the application of IFM’s policies and procedures will often result in only certain Advisory Clients participating in investment opportunities. For example, certain Funds have investment priority over Australian infrastructure investments, while other Funds have priority over non-Australian domiciled infrastructure assets and businesses that fit its

investment objectives and guidelines. There are and could in the future be other products that have priority over investments that are suitable for one or more other Advisory Clients. IFM faces a conflict of interest in determining whether an investment fits the investment objectives and guidelines of one Advisory Client and/or any other Advisory Client. From time to time, portfolio companies in which certain Advisory Clients invest will be presented with investment opportunities that could also be appropriate for other Advisory Clients (or their portfolio companies). To the extent IFM is involved in determining whether the portfolio company should pursue any such opportunity, IFM will face a conflict of interest given its relationship with the portfolio company and the Advisory Clients, particularly (but not exclusively) in situations where personnel of IFM provide services and/or have a role at such portfolio company.

Co-Investment. IFM is permitted to offer investors an opportunity to co-invest with a Fund depending on the capital requirements of the particular transaction. If such co-investments are offered to Investors, such offers will be made consistent with IFM’s internal policies and any applicable agreements (which could be amended from time to time). Where co-investment opportunities are offered, co-investors are generally required to share the costs and expenses of the investment with the associated Fund on a proportionate basis. IFM, in its sole discretion, has the right to structure a co-investment opportunity such that the proposed participants in such co-investment opportunity do not bear any broken deal expenses, with the result that the applicable Fund will bear all such broken deal expenses. From time to time, strategic investors or other syndication partners invest in the same asset as a Fund, but not through vehicles controlled by IFM or an affiliate. In such circumstances, such Investor will not necessarily bear the same expenses as any advisory client of IFM. A Fund could, from time to time, make investments together with other Funds, with amounts for investment allocated between the Fund and such other Funds in the reasonable discretion of IFM and subject to the terms of the relevant Governing Documents and IFM’s internal policies and procedures, taking into account the available capital, including reasonable reserves, or other investment limitations on the Fund and the other Funds. IFM will face a conflict of interest in determining such amounts.

Interpretation of Governing Documents. The Governing Documents, including limited

partnership agreements, are detailed agreements that establish complex arrangements among Investors, the relevant Fund or Managed Account, IFM, and other entities and individuals. Questions regarding the parties’ rights and obligations under these agreements arise from time to time, including in circumstances not contemplated at the time of drafting and execution. In such instances, the operative provisions of the Governing Documents, if any, can be broad, general, ambiguous, or conflicting, and permit more than one reasonable interpretation. At times, no provision directly addresses the situation at hand. While IFM and its affiliates construe the relevant agreements in good faith and in a manner consistent with applicable legal obligations, IFM will face a conflict of interest in making such determinations. If the interpretation of any provision of a Fund’s or Managed Account’s Governing Documents is ambiguous, IFM or the relevant general partner or manager has the

authority, but is not required, to submit such provision to the relevant advisory committee or board for interpretation, and the general partner or manager is entitled to act in reliance on such interpretation. The exercise of interpretive discretion by IFM or its affiliates could result in outcomes that are adverse to Investors or that differ from the interpretations Investors might prefer. The risks described above are not a complete list of risks involved with investing in each Fund or Managed Account — specific risks and conflicts of interest associated with an investment are described in detail in the Governing Documents. Investors and prospective investors should carefully review the Governing Documents for further information.

IFM is related to other investment advisers, including IFM Investors (US) Advisor, LLC (and its relying adviser IFM Investors (US), LLC), IFM Investors (UK) Ltd, IFM Investors (HK) Limited, and IFM Investors (Singapore) Pte. Ltd. IFM Investors (UK) Ltd, IFM Investors (HK) Limited, and IFM Investors (Singapore) Pte. Ltd., are “participating affiliates” of IFM and provide certain investment advisory services to IFM. As “participating affiliates”, these entities are subject to IFM’s supervision, including the Code of Ethics. IFM Investors (US) Advisor, LLC is registered with the SEC, IFM Investors (UK) Ltd is registered with the FCA, IFM Investors (HK) Limited is registered with the Hong Kong Securities and Futures Commission, and IFM Investors (Singapore) Pte. Ltd. is registered with the Monetary Authority of Singapore. IFM is also related to the following broker-dealers: IFM (US) Securities, LLC, IFM Investors (Switzerland) AG, and IFM Investors (Japan) Pty Ltd. IFM (US) Securities, LLC is registered with the SEC and is a member of FINRA. It is authorized to engage in the business of soliciting investors in the United States to purchase privately offered securities (exempt from registration under the Securities Act), issued by private funds advised by IFM and IFM Investors (US) Advisor, LLC. IFM Investors (Switzerland) AG is approved by the Swiss Financial Market Supervisory Authority as a Representative Office of the Master Advisor and IFM Investors (Japan) Pty Ltd is registered with the Financial Services Agency of Japan. IFM Investors (Switzerland) AG and IFM

Investors (Japan) Pty Ltd are authorized by their respective financial regulator to distribute and offer funds and separately managed accounts advised by the Master Advisor to certain investors in Switzerland and Japan, respectively. IFM also is affiliated with the following entities which serve as general partner, trustee or managing member (or equivalent) to one or more Funds, feeder funds or investment vehicles: (i) IFM Global Infrastructure (US) GP, LLC; (ii) IFM Infrastructure (UK) General Partner, LLP; (iii) IFM Global Infrastructure (Canada) GP Inc.; (iv) IFM Investors (Nominees) Limited; (v) IFM Fiduciary Pty Ltd; (vi) IFM Fiduciary No. 2 Pty Ltd; (vii) IFM Core Energy Transition GP S.a.r.l; (viii) IFM Global Infrastructure (US 2) GP, LLC; (ix) IFM Global Infrastructure (US 3) GP, LLC; (x) IFM Global Infrastructure Debt GP S.a.r.l; (xi) IFM Growth Partners GP Pty Ltd; (xii) IFM Growth Partners Services A Pty Ltd; (xiii) IFM Growth Partners Services B Pty Ltd; (xiv) IFM Asia-Pac Debt Fund GP S.a.r.l.; (xv) IFM Private Equity (US) GP, LLC; (xvi) IFM Global Infrastructure (US 4) GP, LLC; (xvii) IFM Infrastructure Equity (N) GP S.a.r.l; (xviii) IFM Real Estate Fiduciary Pty Ltd; (xix) IFM Real Estate Fiduciary No. 2 Pty Ltd; (xx) IFM Real Estate Fiduciary No. 3 Pty Ltd; (xxi) IFM Real Estate Fiduciary No. 4 Pty Ltd; (xxii) IFM Real Estate Fiduciary No. 5 Pty Ltd; (xxiii) IFM Global Value Add Infrastructure Fund GP; (xxiv) IFM Global Value Add Infrastructure Fund A GP; (xxv) IFM Global Value Add Infrastructure Fund B GP, LLC; (xxvi) IFM GVI SIS GP; (xxvii) IFM GVI TC GP; (xxviii) IFM Lift Co-Investment GP S.a.r.l.; (xxix) IFM Matterhorn Co-Investment GP S.a.r.l.; (xxx) IFM Bolt Co-Investment (UK) GP, LLP; (xxxi) IFM Bolt Co-Investment (Manager), LLC; and (xxxii) IFM Investors (Singapore) GP Pte. Ltd. IFM is directly owned by IFM Holdings Pty Ltd. IFM and its affiliates listed above collectively make up the “IFM Group”. IFM Holdings Pty Ltd, is a wholly-owned subsidiary of Industry Super Holdings Pty Ltd. Industry Super Holdings Pty Ltd is wholly-owned by the 16 Shareholders. No single Shareholder owns 25% or more of the shares of Industry Super Holdings Pty Ltd. IFM has a board of directors composed of individuals that are unrelated to the Shareholders other than through the Shareholders’ indirect ownership interest in IFM. Industry Super Holdings Pty Ltd also wholly-owns Industry Fund Services Limited, which only operates in Australia and primarily provides consulting and advice services to Australian superannuation funds. Industry Fund Services Limited is registered with the Australian Securities and Investments Commission. All of the Shareholders are Investors in IFM’s Funds and generally pay some level of fees to IFM. The Shareholders also have other relationships with IFM and its affiliates. These relationships create certain conflicts of interest and in certain situations present an incentive for IFM to favor the Shareholders’ interests. For example, in certain circumstances, IFM will have an incentive to offer investment opportunities to, or grant requests from, those Fund Investors that are Shareholders over those Investors that are not. IFM seeks to mitigate conflicts of interest in the foregoing and similar situations, including through policies, procedures and controls (i) designed to identify and mitigate conflicts of interest on a transaction-by-transaction basis and (ii) that require investment decisions for all Advisory Clients to be made independently from those of other Advisory Clients. For further information, see “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”. The above relationships pose conflicts of interest in transactions that involve both Shareholders and other Advisory Clients, because IFM has an incentive to favor the Shareholders. These

incentives are more pronounced where IFM has multiple relationships with the Shareholders. IFM seeks to directly and purposefully mitigate such conflicts through IFM’s investment allocation policies and procedures with respect to the allocation of investment opportunities. IFM and its personnel do not have any relationships or arrangements with other financial services companies outside of the IFM Group that pose material conflicts of interest. However, our affiliated investment advisers provide investment advisory services to certain feeder funds and sub-advisory services to us. We do not charge any additional management fees to our Advisory Clients as a result of the arrangements; however, we do pay our affiliated investment advisers for their services and our affiliated investment advisers are entitled to receive certain expense reimbursements. Further, IFM does not receive any compensation directly or indirectly from our affiliated advisers for such arrangements. We charge different performance and management fees to different Advisory Clients managed or advised by us, which creates certain conflicts of interest. Please see Item 5, “Fees and Compensation,” above for information regarding how our Advisory Clients compensate us, the conflict of interest created by allocating investment opportunities among Advisory Client accounts, and how IFM addresses such conflicts of interest.

Among other things, the Code requires that we act in our Advisory Clients’ best interests, abide by all applicable regulations and not engage in insider trading or other inappropriate behaviors that call into question the exercise of our judgment. The Code comprises a group of documents including, but not limited to, a Market Abuse Policy and associated Personal Trading Procedure. We provide each of our employees with a copy of the Code initially as they are onboarded and annually thereafter, and each must sign an attestation that he or she has read and understands the Code. Investors or potential investors may obtain a copy of the Code free of charge by writing to the Chief Compliance Officer (“CCO”) at the address on the cover page of this Brochure. Interest in Client Transactions There are some instances when IFM follows an investment strategy for a Managed Account that is substantially similar to the strategy of one or more Funds managed by the Firm. In such instances, IFM’s policies require investment opportunities to be allocated on a basis that IFM determines in good faith is fair and equitable and in a manner consistent with each Advisory Client’s investment objectives.

In addition, IFM or one of its advisory affiliates could, in some instances, invest in the same securities as our Advisory Clients or co-invest in an investment with an Advisory Client. This could create a conflict of interest to allocate certain investments to the Firm or its affiliates. We seek to manage any such conflicts that could arise through our investment allocation policies, conflicts committee, and/or investment advisory committee for the applicable Fund. Cross Trades and Principal Transactions Subject to applicable investment guidelines and restrictions, IFM has in the past and may from time to time in the future engage in cross trades, which generally are transactions in which IFM or an affiliate effects a trade directly between two or more Advisory Clients (e.g., a Fund and a Managed Account). In addition, subject to applicable investment guidelines and restrictions, IFM may from time to time engage in principal transactions, which generally are transactions in which IFM or an affiliate is deemed to be acting for its own account in connection with buying a security from, or selling a security to, an Advisory Client (e.g., a Fund). IFM has established policies and procedures to comply with the Advisers Act when engaging in cross trades and principal transactions. Cross trades are generally executed at a price determined in accordance with the Firm’s conflicts and valuation policies. No fees will be charged by IFM or its affiliates to Advisory Clients in connection with the completion of a cross trade. In certain cases, cross trades could be viewed as principal transactions due to the ownership interest in an Advisory Client by IFM and its personnel. Cross trades and principal transactions give rise to conflicts of interest between Advisory Clients as well as between Advisory Clients and IFM. For example, one Advisory Client could be advantaged to the detriment of another Advisory Client where investments being exchanged are not priced in a manner that reflects fair value. On the other hand, cross trades could benefit Advisory Clients because such Advisory Clients can avoid certain transaction fees. To the extent that any cross trade or affiliated transaction described above could be viewed as a principal transaction due to the ownership interest in the client of IFM and its personnel, IFM will comply with the requirements of Section 206(3) of the Advisers Act and its internal policies and procedures. Generally, in order to ensure that any cross trade or principal transaction is effected in compliance with applicable laws and regulations, IFM will confirm as applicable that: such cross trade or principal transaction is allowed by the applicable Governing Documents; the applicable conflicts and valuation policies were followed when pricing the transaction, including obtaining a third-party valuation when appropriate; and, in the case of principal transactions, that notice of the specific transaction was provided to the relevant Advisory Client, and consent from the Advisory Client was obtained in compliance with Section 206(3) of the Advisers Act. Investments in Portfolio Companies Held by Other Funds Given the different investment focuses, target return profiles, hold periods and other characteristics of the Funds, to the extent that a Fund and/or one or more other Funds participate in the same investment opportunity, IFM will have conflicting loyalties between its duties to each involved Fund, and there will be conflicts of interest arising for a variety of reasons, including but not limited to a different basis for investing in a particular investment, different return

expectations and exit horizons and different incentives or appetites for participating in follow-on investment opportunities with respect to such investment. As a consequence of the type of investment held by each Fund in the relevant portfolio company or issuer, each such Fund will likely have a different assessment of the situation and the approach that best serves its interest, including in respect of significant matters such as the best exit strategy for an investment, the quality of the management team, the achievability of a company’s financial budget or the economic and other terms of an investment (such as the interest rate to be paid, the security granted, the nature of the covenants and terms of amendments or restructurings). If a conflict of interest were to arise, IFM is likely to take certain actions that, in the absence of such conflict, it would not take, which could have an adverse impact on one Fund and have the effect of benefiting other Funds at the expense of the prior Fund. Investments in Which Portfolio Companies Also Hold an Interest A Fund may be permitted to invest alongside its own portfolio companies, or portfolio companies of other Funds, in investments that are suitable for both the Fund and such portfolio companies. To the extent the Fund holds securities in an investment that are different (including with respect to their relative seniority) from those held by its portfolio companies in the same investment, the applicable general partner and its affiliates could be presented with decisions where the interests of the Fund and its portfolio companies or the portfolio companies of other Funds are not aligned or are in conflict. For example, if a Fund makes or has an investment in a company in which a portfolio company has a mezzanine, senior debt or distressed debt investment, IFM will generally have conflicting loyalties between its duties to the Fund and to such portfolio companies. In that regard, actions could be taken for the portfolio companies that are adverse to the Fund. In addition, it is possible that, in a bankruptcy proceeding, the Fund’s interest could be subordinated or otherwise adversely affected by virtue of such portfolio companies’ involvement and actions relating to its investment. Moreover, to the extent that the Fund and a portfolio company invest in the same securities, their interests could similarly not be aligned or could be in conflict in light of differing investment strategies, liquidity needs or other considerations. Investments in Which Other Funds Have a Different Principal Investment From time to time, a Fund could invest alongside other Funds in investments that are suitable for both the Fund and such other Funds. To the extent the Fund holds securities in an investment that are different (including with respect to their relative seniority) from those held by other Funds in the same investment, the appliable general partner and its affiliates could be presented with decisions where the interests of the two funds are in conflict. For example, if the Fund makes or has an investment in a company in which another Fund has a mezzanine, senior debt or distressed debt investment, IFM will generally have conflicting loyalties between its duties to the Fund and to such other affiliates. In that regard, actions could be taken for the other Funds that are adverse to the Fund. In addition, it is possible that in a bankruptcy proceeding the Fund’s interest could be subordinated or otherwise adversely affected by virtue of such other Funds’ involvement and actions relating to its investment.

Participation by One Fund in Another Fund Funds managed or advised by IFM or its affiliates have made, and may in the future make, capital commitments to other Funds. Such capital commitments could result in conflicts of interest for IFM as manager of such Funds and, as applicable, as AIFM of a Fund, including but not limited to (i) the impact of a withdrawal of the other Funds’ capital commitments from a Fund, which would result in a reduction in capital commitments available to invest by such Fund and could negatively impact the ability of other Investors in the Fund to withdraw their capital commitments, (ii) the way in which voting rights and consent rights are cast by other Funds by IFM as manager of such other Funds in a Fund, and (iii) IFM making decisions on behalf of such other Funds (in their capacity as Limited Partners) which are in the best interests of such other Funds but which could negatively impact the invested-in Fund. Personal Trading IFM has adopted a Market Abuse Policy and associated Personal Trading Procedure designed to ensure that the personal securities transactions, activities, and interests of our employees do not interfere with their judgment in advising our Advisory Clients. Although employees are not prohibited from personal trading, employees must present any investment opportunities suitable for any investment strategy of our Advisory Clients to such Advisory Clients prior to engaging in any transaction related thereto for personal benefit. To minimize the risk of potential conflicts of interests, we have implemented pre-clearance procedures for employees’ personal trading activities. Employees must also report all personal transactions to the Risk and Compliance team on at least a quarterly basis. The CCO, with assistance from the Risk and Compliance team, monitors transactions by employees in order to identify possible patterns of conduct that could evidence conflicts or potential conflicts with the principles and objectives of the Code and Market Abuse Policy, or other inappropriate behavior. Credit Facility IFM is permitted to establish a credit facility for certain Funds with one or more financial institutions. In such cases, IFM generally has broad discretion over the permitted uses for the credit facility, including the ability to use the facility for general investment purposes, to pay investor redemptions, for general operating purposes, or any other purpose identified in the applicable Governing Documents. Implementation and utilization of the credit facility will generally result in fees and expenses to the Fund. For example, to the extent that the Fund uses the credit facility to pay investor redemptions, the interest charges associated therewith will be borne by all investors who own interests in the Fund during the time period for which such credit facility is drawn and outstanding, and such expenses are expected to be disproportionately borne by non-redeeming investors. In order to obtain the credit facility, IFM expects that (i) it could be required to assign or pledge to each such credit facility issuer/lender the applicable general partner’s right to call capital from the Investors as could be required to honor any credit facility draws and/or repay any loans, including any interest accrued thereon, and (ii) the Investors could be required to acknowledge and consent to the assignment of the applicable general partner’s rights in respect thereof. If the applicable Fund does not honor its obligations pursuant to the credit facility, the provider(s) of the credit facility could have the right to take action against any

investor or its Interests, including directly or indirectly drawing capital from the investors. Investors could also be required to provide certain representations, legal opinions and other documents and information as required by (and for the benefit of) the credit facility lenders in connection with such credit facility, at the Investor’s own expense. Such costs will not be reimbursed by the Fund. The Funds and other entities formed to facilitate investments by any of the foregoing could be co-borrowers under any credit facility, in which event the Fund and such other entities could be jointly and severally liable for all obligations under such credit facility. The Fund could also provide guarantees to one or more other Fund for the purpose of entering into credit facilities or hedging by such Fund(s). In addition, the use of a subscription-based credit facility present conflicts of interest because the interest rate on such borrowings is typically less than the rate of the preferred return and such preferred return generally does not accrue on such borrowings but only accrues on capital contributions when made. As a result, use of such interim leverage arrangements with respect to investments could reduce or eliminate the preferred return received by the Investors and accelerate or increase distributions to IFM or its affiliates in respect of its incentive allocation, providing the applicable Fund’s general partner with an economic incentive to fund investments through longerterm borrowings in lieu of drawing down capital commitments. As a general matter, use of borrowings in lieu of drawing down capital commitments amplifies internal rates of returns (either negative or positive) to Investors. Subject to any limitations in the applicable Governing Documents, the use of a subscription-based credit facility by a Fund is within its general partner’s discretion, including for any investment-related activities of the Fund and any co-investment vehicles, to cover expenses (including management fees), to make, hold or dispose of investments, to fund redemptions or withdrawals from the Fund (and, indirectly, from any feeder fund(s)), provide permanent financing or refinancing, provide cash collateral, to fund distributions or provide interim financing to consummate the Fund’s investment activities. In addition, Investors could be required to execute and deliver such documents and take such actions as necessary or desirable, as determined by the applicable Fund general partner in its sole discretion, to obtain, maintain and comply with the terms of any such credit facility. The relevant Governing Documents could provide a lender with the right to receive detailed due diligence and credit related information regarding the Investors. IFM reserves the right, in its sole discretion, to waive these requirements for certain Investors, which could have an adverse effect on the Fund’s ability to obtain such credit facility and/or the terms thereof. Capital calls, including those used to pay interest and principal on subscription lines, asset-backed facilities and other indebtedness of the Funds, could be “batched” together into larger, less frequent capital calls, with the Funds’ interim capital needs being satisfied by the Fund borrowing money from such credit facilities. In particular, capital needs of a Fund prior to the Fund’s initial drawdown could be met through drawdowns from such credit facilities rather than capital calls. The interest expense and other costs of any such borrowings will be fund expenses and, accordingly, decrease net returns of the Fund.

In selecting broker-dealers to effect portfolio transactions, we consider various factors, including, without limitation: price; quality of execution, including the level of accuracy and confidentiality in executing orders; extensiveness of the broker-dealer’s distribution network; commission rates; the financial strength of the broker-dealer; the reputation and stability of the broker; the ability to effect the particular transaction; other matters involved in the receipt of brokerage and research; and the broker-dealer’s familiarity with our investment practice. Although the primary consideration in allocating transactions to broker-dealers will be to obtain favorable prices and efficient executions, the Firm does not have an obligation to, and does not always seek to, obtain the lowest priced execution regardless of qualitative considerations. Selecting broker-dealers on the basis of considerations that are not limited to the applicable commission rates will likely result in higher transaction costs than would otherwise be obtainable. The use of brokerage commissions to obtain research does benefit IFM since IFM would otherwise be required to produce or pay for this research out of its own pocket. The Firm may pay higher commissions or direct trading business to a particular broker-dealer in order to receive research or other services (a practice known as “soft dollar arrangement”). Research or brokerage services that can be acquired by IFM with soft dollars include, without limited and to the extent permitted by applicable law: (1) research reports on companies, industries and securities; and (2) economic and financial data. All of the Firm’s soft-dollar arrangements meet the requirements of the Section 28(e) safe harbor. Because many broker-dealers do not unbundle the cost of proprietary research from the cost of execution, the option of paying separately for execution and research does not always exist. The receipt of such research and other services and the determination of the appropriate allocation thus creates a conflict. While research or brokerage services obtained in this manner can be used in servicing any or all of the Firm’s Advisory Clients, such products and services tend to disproportionately benefit one or more Advisory Clients relative to others based on the amount of brokerage commissions paid, the nature of the research or brokerage products and services acquired and their relative use or value of particular accounts. Although IFM will make a good faith determination that the amount of commissions paid by an Advisory Client is reasonable in relation to the value of the research and brokerage services received, the research and brokerage services received may be used in servicing any or all of IFM’s Advisory Clients.

Annual reports generally contain an Investor’s capital account statement as of the fiscal year end, a listing of investments held by the relevant Fund, and the audited financial statements of such Fund. In addition to the information provided to all Investors, IFM could provide certain Investors with additional information or more frequent reports that other Investors will not receive as discussed above in Item 8. Managed Account clients also receive written account statements on a scheduled basis (e.g., monthly, quarterly) describing clients’ holdings and performance during the reporting period.

“custody” is defined under the Custody Rule as holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. We maintain the Custody Funds’ securities and funds with a “qualified custodian” in accordance with the Custody Rule. In addition, IFM arranges for the delivery of a copy of the audited financial statements for each Custody Fund to that Fund’s Investors. The audited financials are prepared annually in accordance with US generally accepted accounting principles (or with another comprehensive body of accounting standards and reconciled against US general accepting accounting principles for Funds that are not organized under US laws or that have a general partner or other manager with a principal place of business outside the US) and distributed within the required time frames set forth in the Custody Rule. Audited financial statements are distributed to Investors within 120 days of each Fund’s fiscal year end in accordance with the Custody Rule. Also, as described above in Item 13, “Review of Accounts” above, Fund Investors receive unaudited periodic reports and quarterly statements regarding performance. Fund Investors should carefully review their periodic reports, their quarterly statements and their Fund’s audited financial statements. Managed Accounts US Managed Accounts advised by IFM select their own custodian to maintain custody of their funds and securities, and IFM does not hold the funds or securities of such accounts and does not have authority to access them for any purpose other than trading on behalf of the US Managed Account; except that, that in certain cases, IFM does have the ability to instruct a custodian to deduct the outstanding advisory fee from a US Managed Account’s custodial account and remit such payment to IFM. In situations where IFM is deemed to have “custody”, solely for purposes of the Custody Rule of a US Managed Account by virtue of its ability to deduct advisory fees, IFM is not required to comply with the annual surprise exam requirement of the Custody Rule. In such cases, IFM will comply with the Custody Rule by having a reasonable basis, after due inquiry, for believing that the qualified custodian for such US Managed Account is not a related person of IFM, and is sending at least quarterly account statements directly to the client (and that such statements reflect the deduction of advisory fees). In addition, IFM will seek to have a reasonable basis for determining that the assets in such account are held with a qualified custodian.

The financial interest of our Advisory Clients is the primary consideration in determining how proxies should be voted. IFM will take reasonable measures under the circumstances to obtain knowledge of meetings and other events giving rise to solicitation of proxies and to assure that proxies are received in sufficient time for IFM to take action, vote proxies, and return the proxies to the parties soliciting them in time to be counted. Advisory Clients are permitted to direct the vote of IFM in a particular solicitation, obtain information from us about how we voted Advisory Clients’ securities, and obtain a copy of our proxy voting procedures by writing to IFM, Attn: Chief Compliance Officer, at the address on the cover page of this Brochure. If one of our advisory employees serves on the board of directors for a portfolio company in which an Advisory Client invests, unique conflicts of interest in relation to proxies could exist. Prior to any vote, the IFM advisory employee is required to determine whether a material conflict of interest exists between the IFM advisory employee and the interests of the Advisory Client, or between the IFM advisory employee and company shareholders. The IFM employee must notify the Chief Compliance Officer if he/she is aware of any material conflict of interest associated with a proxy vote. There could also be instances where IFM appoints an external representative to serve on the board of directors for a portfolio company in which an Advisory Client invests. In such circumstances when proxies need to be voted, the investment team is responsible for assessing conflicts of interest and oversight of the external representative’s activities in accordance with the IFM Group Policy for the Engagement of External Advisors. Similar to the above, the investment team must notify the Chief Compliance Officer if he/she is aware of any material conflict of interest associated with a proxy vote made by the external representative.