Klaff Realty, LP: investment adviser

Klaff Realty maintains an active oversight of each project, including retaining decision rights. Principal Owners/Ownership Structure Klaff Realty is principally owned directly and indirectly by Mr. Klaff and entities owned and controlled by Mr. Klaff. B. Describe the types of advisory services you offer. If you hold yourself out as specializing in a particular type of advisory service, such as financial planning, quantitative analysis, or market timing, explain the nature of that service in greater detail. If you provide investment advice only with respect to limited types of investments, explain the type of investment advice you offer, and disclose that your advice is limited to those types of investments. Klaff Realty’s investment advisory services to the Funds include sourcing, evaluating, negotiating, overseeing, managing and disposing of investments in real estate and real estate-related assets. Klaff Realty’s advice is generally limited to real estate and real estate related investments. The Firm engages in the acquisition, redevelopment and management of commercial real estate throughout the United States and Latin America. Klaff Realty specializes in the acquisition of distressed and under-utilized retail assets and works closely with a prominent group of partners, including financial institutions, professional services firms, real estate opportunity funds, high-net-worth individuals, national brokers and tenants to structure real estate transactions that attempt to provide superior risk-adjusted rates of return for investors.

C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of clients. Explain whether clients may impose restrictions on investing in certain securities or types of securities. Klaff Realty’s advisory services to each Fund are tailored to the investment objectives of each Fund. These objectives are described in the private placement memorandum, limited partnership agreement, investment advisory agreement and other governing documents of the relevant Fund (collectively, the “Governing Documents”). The information provided herein about the investment advisory services provided by Klaff Realty is qualified in its entirety by reference to each Fund’s offering materials, subscription agreements and other Governing Documents. Investors in the Funds participate in the overall investment program for the applicable partnership. From time to time, Klaff Realty may enter into agreements, commonly known as “side letters,” with certain investors on the basis of their preexisting relationship to Klaff Realty or other key factors deemed significant to Klaff Realty, which arrangements grant the investor specific rights, benefits, or privileges that are not made available to investors generally. Such side letters or similar agreements generally are disclosed only to investors in the applicable Fund that have separately negotiated with Klaff Realty for the right to review such side letters or similar agreements. These side letters (i) have the principal effect of diluting the interests (including the waiver or reduction of economic benefits) or powers of Klaff Realty or any of its affiliates; and (ii) do not adversely affect, disproportionately to all other investors, any investor’s right to distributions or share in profits and losses without such investor’s consent. Certain side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the Fund. D. If you participate in wrap fee programs by providing portfolio management services, (1) describe the differences, if any, between how you manage wrap fee accounts and how you manage other accounts, and (2) explain that you receive a portion of the wrap fee for your services. Klaff Realty does not participate in wrap fee programs. E. If you manage client assets, disclose the amount of client assets you manage on a discretionary basis and the amount of client assets you manage on a non-discretionary basis. Disclose the date “as of” which you calculated the amounts. As of December 31, 2025, Klaff Realty managed approximately $275,028,763 of regulatory assets under management, all of which are managed on a discretionary basis.

Such fees and other compensation generally will not offset or reduce the Management Fee or Carried Interest. Additionally, such fees and other compensation for services may be (i) at a market rate that Klaff Realty believes, in its sole discretion, to be within the range of general fair market rates from non-affiliate third parties providing similar services, or (ii) for assets held by an underlying joint venture, at the rate that the third-party venture partner approves. However, in circumstances in which Klaff Realty commits to seek “market” or “arms-length” rates or terms, Klaff Realty undertakes no minimum amount of benchmarking and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. In addition, where such rates or terms include hourly components, Klaff Realty reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. There can be no assurance under such arrangements that the amount of compensation paid in a particular year or other applicable period will be proportional to the number of hours worked or the amount or written work product generated. Management Fee. Each Fund pays Klaff Realty a management fee (the “Management Fee”). A Fund’s Management Fee will generally commence on the date of the Fund’s initial closing and thereafter will be paid quarterly in advance on the first day of each calendar quarter. The Management Fee will be based first on the committed capital to a Fund by its investors and, at the end of the investment period, on a percentage of aggregate equity invested, and will vary based on the amounts committed to the Fund by its various investors and the stage of investment cycle of the Fund subject to certain minimum Management Fees. The Management Fee generally ranges from 1% to 1.5% but may be negotiated lower for certain investors based on the size of the investor’s commitment to the Fund. Some Funds do not pay fees based on a percentage of committed capital but instead pay a fixed annual fee. In addition, some Funds pay an acquisition fee to Klaff Realty. Certain of these acquisition fees are treated as a deemed capital contribution by an affiliate of Klaff Realty, which amount is effectively invested in the Fund on such affiliate’s behalf and operates to reduce the amount of capital such affiliate would otherwise be required to contribute to the Fund. The investors of the Fund would, in such circumstances, be required to make a pro rata contribution according to their respective commitments to fund any contribution that would otherwise be required of such affiliate in

connection with its deemed capital and, as a result, may result in an acceleration of investor capital contributions. These fees are more fully described in the applicable Fund Governing Documents. Under the Governing Documents, the Management Fee generally will be calculated and charged on a basis that generally is not tied to a Fund’s then-current net asset value. As further specified in the Governing Documents, Management Fees generally will initially be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. However, after a certain date specified in the Governing Documents, a Fund’s Management Fee generally will be charged and calculated based on a formula tied to the amount of contributed capital or the cost basis of investments made by the relevant Fund. As a result, except where the Governing Documents expressly provide to the contrary, the amount of Management Fees generally will not correspond with fluctuations in a Fund’s net asset value, including where the fair market value of an investment exceeds or falls below the total amount of contributed capital or the cost basis relating to such investment. Therefore, the Management Fee generally will not be reduced in connection with any partial distributions, partial realizations, reorganizations and write downs except as required by the Governing Documents. The Governing Documents set forth the full list of terms under which a Fund’s Management Fee will be reduced, offset or otherwise be limited. Investors should expect to bear the full specified Management Fee in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. Carried Interest. Klaff Realty or its affiliate receives a distribution of the investment proceeds from its Funds (“Carried Interest”), generally subject to certain conditions such as the prior return of capital to Fund investors and/or prior payment to Fund investors of a certain rate of return on invested capital. Proceeds available for distribution consist principally of cash generated from continuing operations of the assets owned by a Fund and/or the cash proceeds realized on the sale or refinancing of Fund assets. The Carried Interest is distributed in accordance with the Fund’s Governing Documents and is more fully described in Item 6, below. Certain investors in the Funds, who are generally related persons, employees, partners of Klaff Realty, affiliated persons, research consultants and others through their investment in a Fund or in the general partner of such Fund, are generally not subject to a Management Fee and/or Carried Interest in connection with their investment in the Funds. Limited Negotiability of Advisory Fees. The fees paid to Klaff Realty by the Funds may only be amended by agreement between the parties.

Uruguay Agricultural Land Funds. Klaff Realty provides investment advice to the Uruguay Agricultural Land Fund and the Uruguay Agricultural Land Fund II (collectively, the “Uruguay Agricultural Land Funds”) through Terrapin-Klaff Investments LLC and Terrapin Klaff Investments II LLC respectively. These affiliates receive an annual Management Fee during the

investment period equal to 1.25% of aggregate commitments made by the investors other than investors that are affiliates. After the investment period the Management Fee is equal to 1.25% of the aggregate capital contributions made by the investors not affiliated with Klaff Realty or Klaff Realty’s partner, Rivas Canyon Road Advisers LLC, provided that, as long as there remains a property in which the Fund has invested that has not been sold or permanently written down, the annual Management Fee payable after the expiration of the investment period shall be no less than an amount equal to the lesser of (i) $350,000 and (ii) 1.25% of the aggregate capital contributions made by investors not affiliated with Klaff Realty or Klaff Realty’s partner, Rivas Canyon Road Advisers LLC. An affiliate of Klaff Realty receives a Carried Interest from the Uruguay Agricultural Land Funds that ranges from 20%-25% after certain threshold returns to investors have been met, generally in the form of a return of capital to investors and/or payment of a preferred return on invested capital. Chlorine Funds. Klaff Realty is the investment manager to Chlorum Solutions LLC, Uruguay Chlorine Investment LLC, Chlorum Solutions USA Investors LLC and Chlorum Solutions USA Parallel LLC (collectively, the “Chlorine Funds”). The Chlorine Funds invested substantially all their assets in the acquisition, construction and operation of chlor-alkali plants for the production of chlorine and related products, presently located in Brazil and Uruguay and under construction or contract in the United States. Chlorum Solutions LLC holds an interest in Uruguay Chlorine Investment LLC representing approximately 49.61% of Uruguay Chlorine Investment LLC, which is a separate investment vehicle in which certain other investors have made direct investments. such investors hold the remaining interests in Uruguay Chlorine Investment LLC and Klaff Realty provides investment advisory services to Uruguay Chlorine Investment LLC. Therefore, for purposes of Form ADV Part 1A, Section 7.b.(1), the registrant has included all of the assets of, and all of the investors in, Uruguay Chlorine Investment LLC in its responses with respect to Chlorum Solutions LLC. Klaff Realty receives Management Fees from the following funds: Chlorum Solutions LLC, equal to a fixed fee of $100,000 per year, subject to approval of a majority of unaffiliated members of the Fund’s advisory board; Uruguay Chlorine Investment LLC, equal to a fixed fee of $50,000 per year, and with respect to each of Chlorum Solutions USA Investors LLC and Chlorum Solutions USA Parallel LLC, equal to 1.5% of the aggregate commitments made by investors for the first 5 years of the fund term and .75% of the aggregate capital contributions made by investors thereafter. Affiliates of Klaff Realty receive Carried Interests from the Chlorine Funds that range from 15%-30% after certain threshold returns to investors have been met, generally in the form of a return of capital to investors and/or payment of a preferred return on invested capital. Uruguay Supermarket Fund. Klaff Realty is the investment manager to HK-Tienda Acquisition LLC (the “Uruguay Supermarket Fund”). The Uruguay Supermarket Fund invested substantially all its assets, through a Delaware holding company (the “Holding Company”), in the acquisition

and operation of a high-end supermarket chain in Uruguay. The Uruguay Supermarket Fund owns two-thirds of the membership interests in the Holding Company. Klaff Realty receives Management Fees from the Uruguay Supermarket Fund equal to 1.5% of the aggregate capital contributions made by the investors in the Uruguay Supermarket Fund not affiliated with Klaff Realty. Klaff Realty also receives 25% of the annual management fee payable under the Holding Company operating agreement equal to $750,000. An affiliate of Klaff Realty receives Carried Interests from the Uruguay Supermarket Fund equal to 50% after certain threshold returns to investors have been met, generally in the form of a return of capital to investors and/or payment of a preferred return on invested capital. Second Home Fund. Klaff Realty is the investment manager to Second Home Klaff Equity LLC (“Second Home Fund”). The Second Home Fund invested substantially all their assets in the acquisition and operation of a co-work facility via a joint venture affiliate. Klaff Realty receives a Management fee from Second Home Klaff Equity LLC through its joint venture affiliate, equal to 1.00% of the aggregate capital contributions made by the investors not affiliated with Klaff Realty and its joint venture partner. Affiliates of Klaff Realty receive Carried Interests from Second Home Klaff Equity LLC through its joint venture affiliate equal to 20% after certain threshold returns to investors have been met, generally in the form of a return of capital to investors and/or payment of a preferred return on invested capital. Joint Venture Real Estate Projects. Klaff Realty also provides non-investment advisory asset management services to certain non-advisory clients. For its services to these clients, Klaff Realty or entities controlled by Klaff Realty receives fees including acquisition fees, annual fees and Carried Interests that are disclosed and agreed to by the applicable clients. Administrative Services. Klaff Realty also provides non-investment back-office administrative services to certain non-advisory entities that are not managed by Klaff Realty for fixed fees.

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select either method, disclose this fact. Explain how often you bill clients or deduct your fees. Klaff Realty’s compensation is deducted from the assets or distributions of the Funds. Payments of Management Fees are generally made quarterly in advance in accordance with the terms of the Governing Documents. Please refer to the Governing Documents of each of the Funds for complete information on the amount, method and timing of Management Fee payments.

C. Describe any other types of fees or expenses clients may pay in connection with your advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage. Fund Organizational Expenses. Each Fund typically pays all offering and organizational expenses including travel which have in the past and may in the future include expenses for first class travel, accounting, printing, costs incurred in connection with negotiating side letters and other organizational activities incurred in the formation of the Fund and its related entities up to a certain maximum limit set forth in the Fund Governing Documents. No commissions, placement fees or other remuneration will be paid by a Fund to Klaff Realty or to any of its employees in connection with the offering and/or sale of interests in such Fund. Fund Operational Expenses. Each Fund generally pays or reimburses Klaff Realty for the payment of all third-party expenses related to the operation of the Fund, including, without limitation, all legal, accounting and other fees and expenses, including travel expenses, which have in the past and may in the future include expenses for first class travel, relating to the business of such Fund which Klaff Realty is authorized to expend from time to time under the Fund Governing Documents in such amounts as are reasonable. Without limiting the generality of the foregoing, such expenses generally include costs incurred in registering (or obtaining exemptions from registration for) securities owned by the Fund with the Securities and Exchange Commission, and any securities exchange or any other similar authority; costs incurred in qualifying and maintaining qualifications of such securities under applicable state “Blue Sky” laws; other costs of acquisition, disposition and holding of securities; fees or other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against any governmental authority, agency or body, which fees and expenses are subject to indemnification pursuant to the Fund Governing Documents; reports to and filings with governmental authorities, including without limitation, banking regulators in connection with antimoney laundering; the preparation of the Fund’s financial statements and other reports to the investors; if applicable, all costs and expenses attributable to the applicable assets of the Fund and relating, on a pro rata basis with other assets under management by Klaff Realty, to the filing, recordkeeping, reporting and other requirements of Klaff Realty in connection with compliance with the Dodd–Frank Wall Street Reform and Consumer Protection Act, the Private Fund Investment Advisers Registration Act of 2010 and the regulations promulgated thereunder from time to time, as the same may be amended or superseded from time to time, including without limitation, all legal fees and third-party consultants’ fees. Brokerage fees may be incurred in accordance with the practices set forth in Item 12 “Brokerage Practices” below. Third party broken deal expenses are borne by the relevant Fund.

Any expenses common to the Funds and to any other funds managed by Klaff Realty or its affiliates generally will be allocated among such entities on a basis reasonably believed by Klaff Realty in its sole discretion to be equitable based on the relevant facts, such as the relative sizes of the participating funds and the particular circumstances that caused the expense to be incurred with respect to each participating fund. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or Klaff Realty. Further, Klaff Realty reserves the right to consider each relevant Fund’s strategy as a component of its allocation of investment expenses. Indemnification. Under certain circumstances specified in the Fund Governing Documents, the Funds are generally obligated under the Fund Governing Documents to indemnify Klaff Realty, and its affiliates, officers, directors, shareholders, agents or employees, against claims, liabilities and expenses incurred by reason of performance of duties under the Fund Documents. For a more detailed description of the specific Management Fees, Carried Interest and expenses charged, please see each of the Fund’s Governing Documents. D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period. Explain how you will determine the amount of the refund. The events under which the management agreements with the Funds can be terminated are defined within the respective Fund Governing Documents. Due to the nature of the real estate investments and the terms of the closed-end funds, an early termination g e n e ra l l y would not result in a return of any fees to the Fund investors. The Funds generally invest on a long-term basis. Accordingly, Management Fees are expected to be paid, except as otherwise described in the limited partnership agreements, over the term of the Funds and limited partners generally are not permitted to withdraw or redeem interests in the Funds. E. If you or any of your supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4. Neither Klaff Realty nor any supervised person accepts compensation for the sale of securities or other products.

Explain the conflicts of interest that you or your supervised persons face by managing these accounts at the same time, including that you or your supervised persons have an incentive to favor accounts for which you or your supervised persons receive a performance-based fee, and describe generally how you address these conflicts. As described in Item 5, each Fund’s Governing Documents generally provide that Klaff Realty and/or its affiliates will earn a performance-based fee in the form of a Carried Interest. These Carried Interest arrangements generally provide that Klaff Realty or an affiliate is entitled to 15%-50% of distributions of the investment proceeds from its Funds subject to certain conditions, such as the prior return of capital to Fund investors and/or prior payment to Fund investors of a certain rate of return on invested capital. These performance fee arrangements have been structured subject to Section 205(a)(1) of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. The general partner of each Fund may, in its sole discretion, waive or reduce the amount of Carried Interest for a limited partner in a Fund. From time to time, such amounts have been waived or reduced in the past. The fact that each general partner’s Carried Interest allocations are based on the performance of each Fund may create incentive for a general partner to make investments that are more speculative than would be the case in the absence of such distributions. This incentive is mitigated, however, due to the fact that any losses the Funds sustain will reduce each general partner’s Carried Interest distribution and the fact that Carried Interest is generally calculated only after limited partners have received as distributions 100% of their capital contributions plus a preferred return. Klaff Realty has a few accounts relating to small investments unrelated to the Funds for which it or its affiliates do not charge a performance-based fee. To the extent that any of the investments in these accounts are similar to the investments for the Funds, the fact that the Funds earn Carried Interest may present a conflict of interest to Klaff Realty. Klaff Realty mitigates such conflicts by following allocation procedures that seek to allocate investment opportunities among investors in a fair and equitable manner in accordance with the applicable Governing Documents.

Accordingly, interests in the Funds are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States or in offshore transactions, and the Fund is excluded from the definition of an “investment company” under Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act. Investors in the Funds were required to complete and submit a subscription agreement binding them to the terms of the Fund Governing Documents. Each Fund has a required minimum investment that is subject to exceptions as set forth in the Fund Governing Documents. The required minimums for investment in each Fund range from $250,000 to $500,000. However, each Fund’s general partner or manager has the discretion to waive or reduce the minimum initial investments or commitments and has done so for certain investors, including employees and affiliates of Klaff Realty. Co-investment opportunities are given to strategic limited partners when additional capital is necessary for a Fund investment, taking into account the applicable Fund’s investment limitations, the size of the investment opportunity and the demand among potential co-investors. Opportunities to invest in a portfolio company may be made available to select persons or entities, including, without limitation, strategic investors, lenders, deal sources, other real estate firms, Fund investors, prospective Fund investors, other sponsors, market participants, finders, consultants, other service providers, other persons or entities affiliated, associated or otherwise known to Klaff Realty or its personnel and unrelated third parties. These may arise whenever Klaff Realty has the opportunity for an investment in an existing or prospective portfolio company and determines that all or a portion of the applicable opportunity is not required to be offered to, or is not appropriate for, a Fund. Such determinations are based on the provisions of the applicable Governing Documents and such other factors as Klaff Realty may consider in its sole discretion, including those that may be specified from time to time in its policies on investment allocation and co-investments.

liquidity;

provision of stable cash flows; and

capital growth potential

Investment Methodology. Once a specific investment opportunity has been identified, a defined investment acquisition process is rigorously followed. Fund Governing Documents are prepared that contain a detailed analysis of each investment opportunity, terms of investment, risk factors and subscription requirements. Risk of Loss. On the basis that Klaff Realty advises clients that invest directly or indirectly in real estate interests, its clients’ investments are subject to incidental risks of real estate ownership, development, financing and disposition, including:

risks associated with changes in the general economic climate;

changes in the overall real estate market;

local real estate conditions;

the financial condition of tenants, buyers, and sellers of properties;

supply of or demand for competing properties in an area;

accelerated construction activity;

technological innovations that dramatically alter space requirements;

the availability of financing;

changes in interest rates;

competition based on rental rates;

energy and supply shortages;

operating cost increases;

various uninsured and uninsurable risks; and

governmental regulations.

The strategies that Klaff Realty employs entail a significant degree of risk and could result in substantial losses under certain circumstances. Accordingly, an investment in a Fund should be undertaken only by investors capable of evaluating and bearing the risks of the investment. Please refer to the Governing Documents of the applicable Fund for more complete information on the corresponding risks associated with such investment strategies. B. For each significant investment strategy or method of analysis you use, explain the material risks involved. If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your primary strategy involves frequent trading of securities, explain how frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. All investing involves risk of loss. Current and prospective Klaff Realty investors are cautioned that investments involve risk, including the possibility of a complete loss of the amount invested, and that they should be prepared to bear those risks. There can be no assurance that any investment, investment program or portfolio will achieve its stated objectives. Fund Clients should refer to their respective Governing Documents for a more detailed discussion of risks. The following are some of the more relevant risks to an investment with Klaff Realty: Valuation. The value of any property or any investment can go down as well as up. The valuation of property is always, to an extent, based on the subjective approach of the appraisers involved.

Economic Volatility. The financial performance of the Funds may be adversely affected by the impact of general economic conditions, by conditions within the property market or by the particular financial condition of the parties doing business with the Funds. The returns achieved on an investment in the Funds, some of which hold investments based in other countries, are likely to be materially affected by the political and economic climate of the respective countries. In particular, changes in the rate of inflation and/or currency fluctuation may materially affect the Funds’ financial performances or the value of an investment. Changes in landlord/tenant and planning law could also materially affect financial returns. Deterioration of Credit Markets. The deterioration of the global credit markets has made it more difficult for financial sponsors to obtain favorable financing for their investments. The extent to which the Funds are able to obtain favorable financing terms for real estate investments by the Funds may affect the Funds’ ability to generate attractive investment returns for clients. Borrowing exposes assets of the Funds to movements in loan interest rates and the possibility that, if the value of the investments falls, the principal repayment obligations may exceed the value of the security being granted. Uncertainty of Projections for Investment Performance. The Funds’ determinations to make a particular investment is based on a variety of projections, including projections regarding future growth rates and tenant demand in the applicable market, construction costs, rental and lease-up rates, and disposition timing and proceeds, all of which are inherently uncertain. The extent to which the actual outcome of any of these and other relevant events differs from the Funds’ projections could materially affect actual returns to clients and could materially lower their returns. As the Funds generally expect to acquire investments with a view to holding them on a medium-to-long term basis, they are expected to take several years to mature. As a result, while long-term performance of the Funds may be satisfactory, it is not expected that any significant amount of income or proceeds will be distributed in the early years of the Funds. Lack of Liquidity. Investments in real estate or interests in real estate are highly illiquid and subject to industry cycles, downturns in demand, market disruptions, and the lack of available capital from potential lenders or investors (whether to finance or refinance client investments or for potential purchasers of such investments). Shares in the Funds are not freely transferable and no market for such shares currently exists, nor is one expected to develop. Upon the termination of the Funds, certain investments in unquoted companies may be distributed in specie so that investors in the Funds may then become minority shareholders in a number of unquoted companies. Furthermore, it may prove necessary for the Funds to dispose of properties at values which the Funds consider being reasonable in the circumstances, but which represent discounts to book value, in order to manage an orderly winding up. Environmental Matters. The real properties underlying the investments are subject to certain environmental laws, regulations, and administrative rulings, which establish standards for the

treatment, storage, and disposal of solid and hazardous waste. Real property owners are subject to certain environmental laws which impose joint and several liabilities on past and present owners and users of real property for hazardous substance remediation and removal costs. Therefore, investments in real estate properties involve a substantial risk of loss from environmental claims arising in respect to any real property underlying the investments, such as undisclosed or unknown environmental problems or inadequate reserves for such claims. Competitive Business; Delays; Fluctuating Demand. Real estate development is a highly competitive business which involves significant risks. These risks include those normally associated with changes in general or local market conditions (which can result from political, regulatory, economic, or other factors), competition for purchasers and tenants, and the cyclical nature of real estate and capital markets. Market Conditions May Dramatically Affect the Funds’ Investments - Volatile market conditions at various times have had a dramatic effect on private real- estate investments. In addition, global pandemics, terrorist attacks and other acts of violence or war may affect the operations and profitability of the Fund’s Investments. Such events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economies. They also could result in a continuation of the current economic uncertainty in the U.S. or abroad. Any of these occurrences could have a significant impact on the operating results and revenues of the underlying real estate properties, and, in turn, on the return of the Funds’ investments. The extent of the impact of any public health emergency, including a pandemic as occurred in 2020 with COVID-19, on Klaff Realty and the operational and financial performance of its investments held by the Funds will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency, including a pandemic, may materially and adversely impact the value and performance of any investment or Klaff Realty’s ability to manage and divest investments and the ability of the firm to achieve its investment objectives, all of which could result in significant losses. In addition, Klaff Realty or its investment may be significantly impacted, or even temporarily or permanently halted, because of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Any of these occurrences could have a significant impact on the operating results and revenues of the underlying properties, and, in turn, on the return of the Funds’ investments. Force Majeure Events - Certain force majeure events (meaning those events beyond the control of the party claiming that the event has occurred, including acts of God, fire, flood, pandemic, civil insurrection, earthquakes, war, terrorism and labor strikes) may adversely affect the ability of Klaff Realty, counterparties of the foregoing or other persons or entities to perform their respective

obligations. The cost of repairing or replacing properties damaged by a force majeure event could be considerable. In addition, repeated or prolonged service interruptions resulting from a force majeure event may cause a permanent loss of customers, substantial litigation or significant penalties for regulatory or contractual non- compliance, though in some cases, agreements may be terminable if a force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, preagreed time period. The occurrence of a force majeure event may, directly or indirectly, have a material adverse effect on the Klaff Realty Funds and underlying properties. Other factors may also adversely affect the value of a client’s investments, including:

the quality of a building’s tenants;

an economic decline in the business operated by the tenants;

the physical attributes of the building in relation to competing buildings, such as age, condition, design, appearance, location, access to transportation, and ability to offer certain amenities (e.g., sophisticated building systems and/or business wiring requirements);

the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

the diversity of the building’s tenants or the reliance on a single or dominant tenant;

the desirability of the area as a business location;

the strength and nature of the local economy, including labor costs and quality, tax environment, and quality of life for employees; and

an adverse change in population or employment growth.

Regulatory Considerations. The real estate development projects in which the Funds may invest may require the approval of or compliance with regulations of U.S., non-U.S., and other local governmental and regulatory authorities and, in some cases, consents of third parties. There can be no assurance that any required approvals and consents will be obtained on a timely basis, if at all. Further, regulatory enactments, including various permit or licensing requirements or changes in their interpretation by the applicable authorities, may limit the ability of a fund to manage or dispose of projects in a manner that would be most advantageous to the fund. Business Continuity and Cybersecurity Risk. Klaff Realty has adopted a business continuation strategy to maintain critical functions in the event of a partial or total building outage affecting its office or a technical problem affecting applications, data centers or networks. The recovery strategies are

designed to limit the impact on clients from any business interruption or disaster. Nevertheless, Klaff Realty’s ability to conduct business may be curtailed by a disruption in the infrastructure that supports its operations and the region in which its office is located. In addition, Klaff Realty’s asset management activities may be adversely impacted if certain service providers to Klaff Realty or its clients fail to perform. Further, with the increased use of technologies such as the Internet to conduct business, a fund could be susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber security failures or breaches by a third-party service provider or the issuers of securities in which the fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business and violations of applicable privacy and other laws. Market Disruption, Health Crises, Terrorism and Geopolitical Risk. Klaff Realty and the Funds are subject to the risk that war, terrorism, global health crises or similar pandemics, and other related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of a Fund’s investments. War, terrorism and related geopolitical events, as well as global health crises and similar pandemics have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Those events as well as other changes in world economic, political and health conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund’s investments. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. Additionally, Congress has considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Fund (including any Carried Interest) as ordinary income for U.S. federal income tax purposes that under current law are treated as an allocation of the partnership’s income (and which may be taxed at lower rates than ordinary income). Such rules, as well as any such legislation that may be enacted in the future, could apply to reduce the after-tax returns of individuals associated with a Fund, its general partner, or Klaff Realty who were or may in the future be granted direct or indirect interests in Carried Interest, which could make it more difficult for the relevant general partner and its affiliates to incentivize, attract and retain individuals to perform services for a Fund. This creates potential incentives for Klaff Realty to cause a Fund to hold investments for a longer period than would be the case if such greater-than-threeyear holding period requirement did not exist. LIBOR and other Benchmark Rates. A Fund’s investments, borrowing facilities, hedging activities, or other assets or structures tied to interest rates based on the London Interbank Offered Rate (“LIBOR”) had to undergo a transition to other benchmark or reference rates (each, a “Benchmark Rate”) when LIBOR ceased publication in 2023. To the extent that a Fund’s investments, borrowing

facilities, hedging activities, or other assets or structures are tied to a Benchmark Rate, the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have worked to facilitate the transition of existing instruments and contracts away from LIBOR to new Benchmark Rates, and any such transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Secondaries and other GP-Led Transactions. There continues to be a significant market in the private fund sector for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions for the disposition of investments. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase a portion of one or more investments that will continue to be managed by Klaff Realty following the transaction. Such transactions are undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Klaff Realty believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by Klaff Realty and its affiliates). However, certain of such transactions are expected to require a limited partner to invest additional capital in the existing Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio company, and/or a delay in the full liquidation of its investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant general partner to the extent of its right to receive Carried Interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of Klaff Realty or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Klaff Realty or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction, their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, Klaff Realty, the relevant general partner and any buyer group relating to the valuation and consideration offered for the investment(s) subject to the transaction. Further, the relevant general partner is expected to be incentivized to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist.

Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances, Klaff Realty reserves the right to compel coinvestors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that Klaff Realty will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual limited partner or group of limited partners. However, Klaff Realty reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. Data Privacy. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Klaff Realty, the general partners, the Funds and/or their companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Klaff Realty, the general partners, the Funds and/or their companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Klaff Realty, the general partners, the Funds and/or their companies. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one or more of the Fund’s banks, brokers, hedging counterparties, lenders to or other custodians of some or all of the Fund’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by various factors, including eroding market sentiment, significant withdrawals (e.g., a bank run in which depositors collectively withdraw their balances within a short period of time), fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Klaff Realty, the Funds and/or their

companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance (including Fund assets maintained with qualified custodians pursuant to Rule 206(4)-2 under the Advisers Act) are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Klaff Realty to manage the Funds and their investments, and on the ability of Klaff Realty, any Fund and/or companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Although Klaff Realty seeks to do business with Financial Institutions it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, Klaff Realty is under no obligation to use a minimum number of Financial Institutions with respect to any Fund or to maintain account balances at or below the relevant insured amounts. Furthermore, such balances maintained by Klaff Realty and the Funds are generally expected to fluctuate, including with respect to the Funds in connection with capital calls to limited partners and dispositions of investments, and certain balances from time to time will substantially exceed applicable deposit insurance. C. If you recommend primarily a particular type of security, explain the material risks involved. If the type of security involves significant or unusual risks, discuss these risks in detail.

ADDITIONAL RISKS FOR THE URUGUAY AGRICULTURAL FUNDS Real Estate Development Requires Significant Amounts of Capital and Takes Significant Amounts of Time. The Uruguay Agricultural Land Funds will continue to be dependent on obtaining significant amounts of capital and/or debt on favorable terms that will permit the acquisition, development, and operation of the farmlands on a profitable basis, and there can be no assurance that such capital or debt will continue to be available. In addition, real estate operations are dependent on economic, interest rate, employment and other factors that will be beyond the control of the Uruguay Agricultural Land Funds. All Financial Projections and Forecasts Provided to Prospective Investors by the Uruguay Agricultural Land Funds Have Been Based on Anticipated Future Events and Are Not Based on Historical Facts. Although the Uruguay

Agricultural Land Funds believe their current financial projections and forecasts are reasonable, the Uruguay Agricultural Land Funds cannot guarantee future results of the Company or its performance. Changes in Laws. Increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect the Uruguay Agricultural Land Funds’ income and distributions. The Uruguay Agricultural Land Funds’ Projects Will Be Subject to Various Uruguay National and Local Regulations. The Uruguay Agricultural Land Funds must comply with zoning and other land and/or farming restrictions, as the same may change from time to time. Klaff Realty will endeavor to cause the Uruguay Agricultural Land Funds to procure and maintain all required permits and approvals, and to operate the projects in accordance with applicable laws, rules, regulations and ordinances. The Uruguay Agricultural Land Funds’ failure to do so could have an adverse impact upon its projects. Investments in Non-U.S. Jurisdictions Create Additional Risks to the Uruguay Agricultural Land Funds, and the Investment Return to their Respective Investors. Fluctuation in the exchange rate between the U.S. Dollar and the Uruguay Peso may have an adverse impact on returns to the Uruguay Agricultural Land Funds from their investments. Historically, exchange rates have fluctuated considerably, and there is no guarantee that future fluctuations in the exchange rate will not adversely affect the Uruguay Agricultural Land Funds. In addition, future inflation in Uruguay could significantly increase the operational costs of the Uruguay Agricultural Land Funds’ investments, thereby reducing the Uruguay Agricultural Land Funds’ respective returns on their investments. Moreover, investments in non-U.S. jurisdictions may subject the Uruguay Agricultural Land Funds to certain further additional risks, including: the possibility of expropriation or nationalization; adverse political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. Lastly, the investment by the Uruguay Agricultural Land Funds in any forward contracts or commodity positions is subject to counterparty risk and price volatility and may result in losses to the Uruguay Agricultural Land Funds. Agricultural Investments are Subject to Inherent Risks. The Uruguay Agricultural Land Funds are exposed to price volatility for agricultural products. Such price volatility could have an adverse impact on returns to the Uruguay Agricultural Land Funds from their respective investments and ultimately on the investment return to their respective investors. In addition, unpredictable weather conditions, pest infestations and diseases may have an adverse impact on agricultural production. Furthermore, the Uruguay Agricultural Land Funds may incur increased transportation costs resulting from a lack

of modern transportation infrastructure and the possible future degradation of Uruguay’s existing transportation infrastructure. The Uruguay Agricultural Land Funds Rely on Third-Party Managers to Operate and Manage their Respective Farmlands and Other Investments. Accordingly, the Uruguay Agricultural Land Funds’ respective returns from their investments are highly dependent on the expertise, performance and trustworthiness of the third-party managers retained by the Uruguay Agricultural Land Funds. No assurance can be made that the Uruguay Agricultural Land Funds will be able to obtain and retain qualified managers, or that these managers will be able to achieve any particular result for the Uruguay Agricultural Land Funds. ADDITIONAL RISKS FOR THE CHLORINE FUNDS Commodity Products. Caustic soda is a commodity product that is directly influenced by volatile global market pricing (in US dollars). Hypo and HCl are less subject to foreign market pricing due to their high costs of transportation but are essentially commodity products dependent on local market conditions. Competition. Certain markets are served by monopolistic producers and suppliers whose economic and political strength could be a barrier to entry to the Chlorine Funds into such markets or make such entry more expensive than anticipated, thereby reducing and/or delaying profitability from such markets. Presently the Chlorine Funds’ Uruguay plant competes with Efice S.A., which uses a contaminating mercury process to produce its products but nonetheless has a historical monopoly with respect to the distribution of such products in Uruguay. Efice was mandated by Uruguay’s environmental agency to shut down or convert its mercury plant by 2021 but was granted extensions until the end of 2026 when it is mandated by law to convert to membrane technology or shut down operations due to Uruguay being a signatory of the United Nations' Minamata Convention. The Company cannot predict whether Efice’s monopoly will be adversely impacted by such measures, nor whether Efice can use its political power to further effect a change in this law or at a minimum be granted a further extension. In addition, the chlor-alkali market is composed of other established players that may react disproportionately to a new entrant. For example, Unipar Carbocloro, the main supplier into the southern Brazil market, is a large, financially sound company with the capacity to sustain a prolonged pricing war. Regulatory Delays and Costs. To the extent any of the projects have not completed the necessary permitting processes, there is a risk that applicable approvals will not be obtained. Delays in approval could lead to delays in the construction and commissioning of the plants and may increase the estimated investment cost.

Raw Materials. Due to energy being the largest cost component, any significant increase may adversely impact a plant’s profitability. The Chlorine Funds plan to enter long-term contracts for the purchase of energy in the open market. Execution/Development Risk. Construction costs and timing may exceed the estimated budget leading to cost overruns. In addition, the plants may operate below expected efficiency levels once operational. Labor. Uruguayan and Brazilian labor laws heavily favor employees. The high toxicity of the chemicals that will be produced is an additional factor that could give rise to employer liability. Potential environmental and regulatory risk. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect the likelihood of the Chlorine Funds’ realizing any gain with respect to the plants. Exchange rate, inflation, expropriation, capital repatriation, political and other international risks. Investments in non-United States jurisdictions create risks to the Chlorine Funds and the investment return to investors that may not be present or not as severe in investments in the United States. Fluctuation in the exchange rate between the U.S. Dollar and the currency of any country in which the Chlorine Funds invests or its properties are located may have an adverse impact on returns to the Chlorine Funds from its investments. Historically, exchange rates have fluctuated considerably, and there is no guarantee that future fluctuations in the exchange rate will not adversely affect the Chlorine Funds. In addition, future inflation in any such country could significantly increase the operational costs of the Chlorine Funds’ investments, thereby reducing the Chlorine Funds’ return on their investments. Moreover, investments in non-United States jurisdictions may subject the Chlorine Funds to certain additional risks, including: the possibility of expropriation or nationalization; adverse political, social or diplomatic developments; and limitations on the movement of funds or other assets. ADDITIONAL RISKS FOR THE URUGUAY SUPERMARKET FUND Competition in the Retail Food Business. The retail food businesses that would be conducted by the Uruguay Supermarket Fund face competition for customers, employees, store sites, products and in other important areas from traditional grocery retailers, including internet shopping, regional and national chains and independent food store operators, and non-traditional retailers, such as supercenters, membership warehouse clubs, combination food and pharmacy stores, limited assortment food stores, specialty supermarkets, drug stores, discount stores, dollar stores, convenience stores and restaurants. The ability to attract customers in this business is dependent, in large part, upon a combination of product price, quality, assortment, brand recognition, store location, in-store marketing and design, promotional strategies and continued growth into new markets. In addition, the nature and extent to which competitors implement various pricing and promotional activities in

response to increasing competition and the supermarket’s response to these competitive actions, can adversely affect profitability. Food and Drug Safety Concerns and Related Unfavorable Publicity. There is increasing governmental scrutiny and public awareness regarding food and drug safety. The Uruguay Supermarket Fund’s business may be adversely affected if consumers lose confidence in the safety and quality of their food and drug products. Any events that give rise to actual or potential food contamination, drug contamination or food-borne illness may result in product liability claims and a loss of consumer confidence. In addition, adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying products sold under the supermarket’s tradename or cause production and delivery disruptions, which may have an adverse effect on sales and results of operations. Achievement of Operational Savings from the Supermarket. The success or failure of the supermarket and the gains or losses of investors in the Uruguay Supermarket Fund will be heavily dependent on the ability of the supermarket to realize operational savings from reducing current expense levels. Profit margins in the grocery industry are very narrow. In order to increase or maintain profit margins, strategies are used to reduce costs, such as productivity improvements, overhead reduction, shrink reduction, energy efficiency programs and other similar strategies. Changes in product mix also may negatively affect certain financial measures. Whether or not any such savings will be achieved and the amount and continuation of any that are achieved cannot be predicted with certainty, and there is a material risk that the savings projected to be achieved will not be obtained or if obtained, will not be sustained. Governance Issues. The supermarket is a historically family-owned and operated business that has undergone certain management changes recently. There is no guaranty that the Uruguay Supermarket Fund and its partners will succeed in its business plan to increase earnings through cost savings and other measures. Country Size. Uruguay has a population of only 3.4 million inhabitants and a GDP of only US$80.9 billion making its market relatively illiquid. While at the same time allowing for a more stable political environment than its neighbors, Uruguay’s size is a limiting factor for potential growth beyond the original business plan and could make an exit more difficult for lack of suitable buyers. Potential environmental and regulatory risk. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect the likelihood of the Uruguay Supermarket Fund’s realizing any gain. Exchange rate, inflation, expropriation, capital repatriation, political and other international risks. Investments in non-U.S. jurisdictions create risks to the Uruguay Supermarket Fund and the investment return to its investors that may not be present or not as severe in investments in the U.S. Fluctuation in the exchange rate between the U.S. Dollar and the currency of any country in which companies in which the Uruguay Supermarket Fund invests or its properties are located may have an adverse impact on

returns to the Uruguay Supermarket Fund from its investments. Historically, exchange rates have fluctuated considerably, and there is no guarantee that future fluctuations in the exchange rate will not adversely affect the Uruguay Supermarket Fund. In addition, future inflation in any such country could significantly increase the operational costs of the Uruguay Supermarket Fund’s investments, thereby reducing the Uruguay Supermarket Fund’s return on its investments. Moreover, investments in non-U.S. jurisdictions may subject the Fund to certain further additional risks, including: the possibility of expropriation or nationalization; adverse political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. The Uruguayan Peso historically has varied significantly against the U.S. dollar. A material depreciation of the Uruguayan Peso after the investment is made may reduce the investment value. An appreciation of the Uruguayan Peso may also reduce the supermarket’s profitability since a majority of sales are denominated in U.S. dollars while a majority of costs are denominated in Uruguayan Pesos. In addition, although Uruguay has been more stable politically than other Latin American countries, significant political risks remain compared to the U.S. market for foreign investors. In addition, the business may become at some point a focal point for further regulations. Foreign taxation. The Uruguay Supermarket Fund’s income is expected to be derived solely from its investment in the Delaware holding company, whose only income is expected to be derived from the supermarket business which is doing business in and owns real property in Uruguay, and therefore the earnings of the Uruguay Supermarket Fund will be subject to taxation in Uruguay. The corporate income tax rate in Uruguay is 25%, and investors in most circumstances will not obtain a credit against their United States income tax liability as a result of these foreign income taxes paid or incurred. Moreover, no assurance can be made that investors will obtain any credit against their United States income tax liability as a result of any withholding tax or tax on the value of shares upon sale imposed in Uruguay. The Uruguay withholding tax on dividends is 7% and the tax on the value of shares upon sales is 2.4%. Furthermore, no assurance can be made that the taxation laws of the United States or any such non-United States country will not change in a way that will increase the effective tax rate of the investors with respect to an investment in the Uruguay Supermarket Fund. Any Inability to Successfully Negotiate with Labor Unions or to Maintain Good Labor Relations May Lead to Labor Disputes and the Disruption of Business, which May Adversely Affect the Financial Condition and Results Of Operations of the Uruguay Supermarket Fund. A large number of employees employed by some of the portfolio companies that the Uruguay Supermarket Fund own unionized. The relationship with unions, including labor disputes or work stoppages, may affect the sale and distribution of products, disrupt the conduct of business and have an adverse impact on the businesses’ financial condition and results of operations. In addition, the obligations of the portfolio companies under union contracts are a factor that does not burden many of portfolio companies’ competitors and can adversely affect their ability to compete in a cost-efficient manner.

ADDITIONAL RISKS FOR THE SECOND HOME FUND Co-Work Facility: Operations. There are a number of operating risks, including, among other things: (i) competition from other buildings and properties in the same geographic market; (ii) increases in operating and maintenance costs; (iii) dependence on the ability to attract renters; (iv) fluctuating occupancy rates; (v) the financial stability of the tenants and related risks of default by such tenants experiencing financial problems; and (vi) adverse effects of general and local economic conditions. These factors could adversely affect the Second Home Klaff Equity LLC’s ability to generate revenues and make distributions to its investors. Illiquidity of Real Estate. The Second Home Fund’ investment in the real estate will be relatively illiquid, limiting their ability to sell it quickly in response to changes in economic or other conditions. General Regulations. If at any time the property is not in compliance with material provisions of federal, state or local regulations affecting such property, the Second Home Fund and its joint venture partner might be required to take remedial action, which could include making modifications or renovations to the property. The property is subject to land use rules and regulations that govern the Second Home Fund and their joint venture partner’s development, redevelopment and use of the property. These rules and regulations could have an adverse effect on their financial position, results from operations, cash flows, ability to satisfy its debt service obligations and repay indebtedness and ability to pay distributions.

Financing. The use of leverage will increase the amount of funds available to the Second Home Fund for investment but will also increase the risk of loss. Market fluctuations may significantly decrease the availability of and increase the cost of leverage. Principal and interest payments on indebtedness (including mortgages having "balloon" payments) will have to be made regardless of the sufficiency of cash flow from the property. Mortgages requiring "balloon" payments may involve greater risks than mortgages in which the principal amount is fully amortized over the term of the loan, for the ability to repay the outstanding principal amount of a "balloon" loan may be dependent upon the ability to obtain adequate replacement financing, which will, in turn, be dependent upon interest rates and lenders' policies at the time of refinancing, economic conditions in general and the value of the property in particular. There is no assurance that replacement financing will be available to make "balloon" payments or that any replacement financing available will be on favorable terms. Potential Losses may not be Covered by Insurance. There are certain types of losses, generally of a catastrophic nature, including, without limitation, earthquakes, floods, hurricanes, and acts of war or terrorism that may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations, and other factors may also make it infeasible to use insurance proceeds received by the Second Home Fund or the amount of insurance proceeds might

not be adequate to restore the economic position of the Second Home Fund with respect to their investment in the property.

Neither Klaff Realty nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading adviser, or an associated person of the foregoing. C. Describe any relationship or arrangement that is material to your advisory business or to your clients that you or any of your management persons have with any related person listed below. Identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how you address it. 1. Broker-dealer, municipal securities dealer, or government securities dealer or broker

2.

3. 4. 5. 6. 7. 8. 9. 10. 11.

Investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) Other investment adviser or financial planner Futures commission merchant, commodity pool operator, or commodity trading advisor Banking or thrift institution Accountant or accounting firm Lawyer or law firm Insurance company or agency Pension consultant Real estate broker or dealer Sponsor or syndicator of limited partnerships

Klaff Realty does not have arrangements with a related person who is a broker-dealer, investment company, other investment adviser, financial planning firm, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships that are material to its advisory services, the Funds, or its investors. Klaff Realty and its affiliates have ownership interests in other entities that currently own and operate real estate, and in entities that have made similar investments in the past to those of the Fund. These affiliates currently engage and will continue to engage in various real estate investment activities, including acquisition, financing, development and management. Conflicts of interest may arise as a result of such real estate ownership and activities, particularly in connection with the ownership of real estate properties in the same markets targeted by the Fund. For example, the Fund may consider investments in assets in which Klaff Realty and an affiliate may hold an ownership in, or such affiliate holds ownership interests in one or more tenants (or potential tenants). In any such instance, the principals of the Fund may owe fiduciary duties to entities that conflict with its duties to the Fund. D. If you recommend or select other investment advisers for your clients and you receive compensation directly or indirectly from those advisers that creates a material conflict of interest, or if you have other business relationships with those advisers that create a material conflict of interest, describe these practices and discuss the material conflicts of interest these practices create and how you address them. Klaff Realty does not recommend or select other investment advisers for the Funds.

Klaff Realty and its personnel owe their clients a duty of honesty, good faith and fair dealing and have an obligation to adhere not only to the specific provisions of the Code of Ethics but also to the general principles that guide it. The Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports and initial and annual securities holdings reports submitted by all of Klaff Realty’s Covered Persons. A Covered Person is either of the following: (a) any director, officer or member of Klaff Realty; or (b) any employee of Klaff Realty (i) who has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. The Code of Ethics requires the prior approval or prohibition of certain securities transactions. It also contains oversight, enforcement and recordkeeping provisions. Klaff Realty designed the Code of Ethics to ensure that the personal securities transactions, activities, and interests of its employees will not interfere with (i) making decisions in the best interest of its clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. A copy of Klaff Realty’s Code of Ethics is available to any client or prospective client via an e-mail to the Klaff Realty’s Chief Compliance Officer, Rita Sawyer, at rsawyer@klaff.com or via telephone at 312-3601234 upon request. B. If you or a related person recommends to clients, or buys or sells for client accounts, securities in which you or a related person has a material financial interest, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Examples: (1) You or a related person, as principal, buys securities from (or sells securities to) your clients; (2) you or a related person acts as general partner in a partnership in which you solicit client investments; or (3) you or a related person acts as an investment adviser to an investment company that you recommend to clients. Participation or Interest in Client Transactions

Hersch Klaff, managing principals, certain employees, related persons and other accredited investors may invest in the Funds, either through a general partner affiliate or as direct investors in the Funds. Klaff Realty or an affiliated general partner, as applicable, may reduce all or a portion of the Management Fee and/or Carried Interest related to investment held by such persons. Klaff Realty does not effect any principal or agency cross securities transactions for client accounts without the proper consent of the relevant general partner or the limited partner advisory committee, as applicable. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated fund and another client account. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. This situation does not apply to Klaff Realty. Conflicts of Interest The offering documents for each Fund typically includes a description of what Klaff Realty believes to be the most significant conflict of interest associated with an investment in any Fund. Some of these conflicts are summarized below; however, this summary does not attempt to describe all of the conflicts of interest associated with an investment in the Funds. Investors should carefully consider the conflicts of interest described herein and in Klaff Realty’s Governing Documents prior to investing in a Fund. If any matter arises that Klaff Realty determines in its good faith constitutes an actual conflict of interest, Klaff Realty may take such actions as may be necessary or appropriate, within the context of any applicable Fund’s Governing Documents, to address the conflict. Each Fund’s investors include persons or entities resident in various jurisdictions, including the United States and other countries, who may have conflicting investment, tax and other interests with respect to their investments. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by each Fund the structuring of the acquisition of investments and the timing of the disposition of investments. Such structuring of investments may result in different after-tax returns being realized by different limited partners and other investors. As a consequence, conflicts of interest may arise in connection with decisions made by Klaff Realty that may be more beneficial for one investor than another investor, especially with respect to investors’ individual tax situations. Klaff Realty considers the investment and tax objectives of each Fund as a whole, and not the individual investment, tax or other objectives of any particular investor.

From time to time, Klaff Realty may be presented with investment opportunities that would be suitable for more than one of the Funds operated by Klaff Realty or advisory affiliates of Klaff Realty. In determining which investment vehicles should participate in such investment opportunities, Klaff Realty and its affiliates are subject to conflicts of interest among the investors. Klaff Realty attempts to resolve these conflicts of interest in light of its obligations to investors and attempts to allocate investment opportunities among investors in a fair and equitable manner. Certain Funds allow for the appointment of a limited partner advisory committee to provide advice and counsel as requested by Klaff Realty regarding certain conflicts of interest and other matters. Members of a Fund’s advisory committee do not owe fiduciary or other duties to the investors or the applicable Fund in connection with these determinations. The investors comprising any advisory committee are entitled to act in their own interest, which may conflict with the interests of other investors. The members of such advisory committee may disproportionately represent one or more of the entities or categories of limited partners comprising such Fund. Additionally, the composition of the advisory committee of a Fund may have substantial overlap with the composition of the advisory committee of another Fund, which could lead to conflicts of interest if there are transactions between such Funds that require advisory committee consent or approval. C. If you or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that you or a related person recommends to clients, describe your practice and discuss the conflicts of interest this presents and generally how you address the conflicts that arise in connection with personal trading. Personal Trading The principals and employees of Klaff Realty may carry on investment activities for their own account and for family members, friends or others who do not invest in the Funds, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives may be the same or similar. Klaff Realty employees are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding these securities or communicating material non-public information to others. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client eligible investments.

D. If you or a related person recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that you or a related person buys or sells the same securities for your own (or the related person’s own) account, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Please refer to Items 11.A, 11.B, and 11.C.

In selecting a broker to execute client transactions, Klaff Realty may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) gross compensation paid to the broker. Klaff Realty has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although Klaff Realty generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Klaff Realty may, in some circumstances, select and recommend real estate brokers for Fund-related transactions. When considering retaining the services of such brokers, Klaff Realty will consider such factors as the broker’s industry experience, its reputation and its capability based on previous and pending transactions effected for Klaff Realty and any of its affiliates. In the case where more than one broker introduces a possible opportunity, Klaff Realty will seek to recommend a broker on the basis of: (i) the ability of such brokers to obtain best execution of the transaction and/or less commonly; (ii) the reasonableness of commissions as compared to other brokers offering similar services. In all cases, the appointment would be directly established between the Funds and the broker.

1.

Research and Other Soft Dollar Benefits. If you receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create.

Klaff Realty currently does not enter into soft dollar or comparable commission sharing arrangements with broker-dealers. 2.

Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers, whether you or a related person receives client referrals from a broker-dealer or third party, disclose this practice and discuss the conflicts of interest it creates.

Klaff Realty does not receive client referrals in connection with selecting or recommending brokerdealers for the Funds. 3.

Directed Brokerage a. If you routinely recommend, request or require that a client direct you to execute transactions through a specified brokerdealer, describe your practice or policy. Explain that not all advisers require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another economic relationship that creates a material conflict of interest, describe the relationship and discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable to achieve most favorable execution of client transactions, and that this practice may cost clients more money. b. If you permit a client to direct brokerage, describe your practice. If applicable, explain that you may be unable to achieve most favorable execution of client transactions. Explain that directing brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because you may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices.

Klaff Realty does not engage in directed brokerage arrangements.

B. Discuss whether and under what conditions you aggregate the purchase or sale of securities for various client accounts. If you do not aggregate orders when you have the opportunity to do so, explain your practice and describe the costs to clients of not aggregating. Klaff Realty currently does not have more than one active client with an open investment period where the respective clients have the same, or similar investment objectives and strategies and thus does not aggregate the purchase or sale of securities for various client accounts. Klaff Realty has adopted policies and procedures such that in the event there is more than one active client with an open investment period where the respective clients have the same, or similar investment objectives and strategies, such an investment will be allocated in accordance with such policies and procedures. Any potential conflicts of interest are considered and mitigated consistent with Klaff Realty’s policies regarding investment allocation. Certain investors, by virtue of their class of shares held in a Fund, may have a right to co-invest in an investment alongside a Fund to the extent that the Fund has determined that such co-investment opportunities are available to those investors as defined in the Fund Governing Documents. Additionally, Klaff Realty affiliates and parties associated with Klaff Realty have the option to invest up to a certain amount in any investment, in accordance with the Funds’ legal and constitutional documents.

If you review client accounts on other than a periodic basis, describe the factors that trigger a review. Klaff Realty would review a client account on an other than periodic basis if market conditions or events so required, or in the event an investment needed subsequent financing, in the event of a potential acquisition or liquidity event, or if there were a serious performance issue.

C. Describe the content and indicate the frequency of regular reports you provide to clients regarding their accounts. State whether these reports are written. Pursuant to the Fund Governing Documents, reports to the investors may include: (i) annual audited financial statements of the Fund; (ii) annual estimates of the valuations of the assets in the Fund; (iii) quarterly unaudited financial statements of the Fund; (iv) quarterly or annual Fund updates and (v) such other information as is necessary for the preparation of tax returns. All reports are delivered to investors in writing, either electronically or via mail, as per each investor’s stated preference. In addition to the information provided to all investors, Klaff Realty may provide certain investors, pursuant to side letters with such investors, with additional information or more frequent reports that other investors may not receive.

principles (“GAAP”) or be subject to a surprise custody examination by an SEC-registered auditing firm. By the ability of the relevant general partner of an affiliate to deduct fees from Fund accounts, Klaff Realty or an affiliate is deemed to have custody over its clients’ Funds. To comply with the Custody Rule, the Firm has elected to undergo an annual GAAP financial statement audit for each of its Funds over which it may be deemed to maintain custody. The Funds are audited annually and Klaff Realty delivers to the Funds and their limited partners a copy of the annual audited financial statements within 120 days of the fiscal year end. Investors are urged to carefully review such audited financial statements. Klaff Realty does not, however, take physical custody of client securities or money (other than certain privately offered securities to the extent permitted by the Advisers Act); called capital is directly sent or wired into the respective Fund’s bank account. Klaff Realty receives monthly statements regarding its custody and bank accounts.

Investment advice is provided directly to the Funds and not to investors in the Fund individually. Klaff Realty has discretionary authority based on the Governing Documents to buy and sell securities and other investments on behalf of the Funds. To invest in the Fund, a limited partner must execute a subscription agreement with a Fund. A limited partner in the Fund may impose limitations on Klaff Realty’s authority through a side letter agreement and the Firm may choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon a limited partner’s investment must be presented to Klaff Realty in writing and agreed to by such limited partner and Klaff Realty. No limited partners to date have limited Klaff Realty’s discretion to provide investment advice, nor have any limited partners limited Klaff Realty’s ability to invest in specific company sectors or otherwise. As a result of certain side letters, limited partners holding the same Fund interests could have different returns and will receive different information, depending on any arrangements applicable to a given investor’s interest.

Any voting rights held by the Funds generally entail large or controlling interests of privately held issuers. Unlike the limited voting rights attributable to publicly traded securities, the Funds may have broad voting authority on a wide range of matters affecting privately held issuers. Klaff Realty votes such interests, on behalf of the Funds, in the economic interests of the applicable Fund. Klaff Realty considers relevant facts, which may include, among many others, the impact on the value of the securities, the anticipated economic and non-economic costs and benefits associated with a proposal, the effect on liquidity, and customary industry and business practices. Klaff Realty has adopted a proxy voting policy that ensures that proxies will be voted in the best interests of the clients and addresses any conflicts of interest that might arise as a result of Klaff Realty’s proxy voting obligation. When any proxy raises material conflicts, whether arising from any material business, personal or familial relationship with senior personnel at a company in question or from a material arrangement with any such company, such conflict will be fully disclosed to Klaff Realty’s President and the Chief Compliance Officer. In the event of a conflict, the President in consultation with the Chief Compliance Officer will determine the manner in which such proxies should be voted on a case-bycase basis in the best interests of the Funds when acting in the capacity as their adviser, which may include disclosure of the facts surrounding any such material conflict to the advisory committee of the Fund or, as applicable, for consent before voting. Clients may obtain a complete copy of Klaff Realty’s proxy voting policy and procedures or, to the extent a proxy was voted by Klaff Realty for a client, information on how Klaff Realty voted proxies free of charge by submitting a written request to Klaff Realty, sending an email to InvestorRelations@klaff.com, or by calling 312-360-1234.

B. If you do not have authority to vote client securities, disclose this fact. Explain whether clients will receive their proxies or other solicitations directly from their custodian or a transfer agent or from you, and discuss whether (and, if so, how) clients can contact you with questions about a particular solicitation. This Item is not applicable to Klaff Realty.

Klaff Realty does not require or solicit prepayment of fees six months or more in advance. B. If you have discretionary authority or custody of client funds or securities, or you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial condition that is reasonably likely to impair your ability to meet contractual commitments to clients. Klaff Realty is not subject to any financial condition that would likely impair its ability to meet contractual commitments to its Funds. C. If you have been the subject of a bankruptcy petition at any time during the past ten years, disclose this fact, the date the petition was first brought, and the current status. This Item is not applicable to Klaff Realty.