Terra REIT Advisors, LLC: investment adviser

Additionally, certain affiliated advisory entities are also included as “relying advisers” of the Adviser, including Terra Fund Advisors, LLC and Mavik Capital Advisors, LLC (each, a “Relying Adviser”). The Filing Adviser and Relying Advisers operate as a single advisory business for purposes of investment advice, supervision, compliance, and regulatory oversight. Unless the context otherwise requires, references herein to the “Adviser” include Terra REIT Advisors, LLC and its affiliated relying advisers operating as part of a single advisory business, including Terra Fund Advisors, LLC and Mavik Capital Advisors, LLC. Each General Partner and Relying Adviser is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners and Relying Advisers, which operate as a single advisory business together with the Adviser. Unless the context otherwise requires, references herein to the Adviser generally will be inclusive of each General Partner and/or Relying Adviser, as applicable. As of the date hereof, the Adviser provides investment advisory and administrative services to the following entities: a) Terra Property Trust, Inc. (“Terra REIT”) b) Terra Secured Income Fund 5 International (“Terra 5 International”) c) Terra Income Fund International (“Terra International”) d) Terra Offshore Funds REIT, LLC; (“Terra Offshore Funds”) e) Terra Secured Income Fund 7 (“TSIF7”) f) Terra Income Fund 6, LLC (“Terra LLC”) g) Mavik Real Estate Special Opportunities Fund, LP (“Special Opps Fund”) h) Mavik Special Opps Co-Investment, LP (“Special Opps Co-Invest”) i) Mavik Real Estate Special Opportunities VS2, LP (“VS2”) j) Mavik Everstory SMA, LP (“Everstory”) k) Mavik X-Houston Co-Investment, LP (“Mavik X-Houston”) l) Mavik Special Opportunities VS2 Co-Investment A LP (“VS2 Co-Invest”) m) Mavik Special Opportunities VS2 SMA LP ("VS2 SMA”)

(and any other persons or entities that may become clients of the Adviser in the future, the “Clients”). The Adviser may, subject to any limitations described in the various agreements between the Adviser and its Clients (each, an “Advisory Agreement”), advise business development companies (“BDCs”), real estate investment trusts (“REITs”), registered investment companies, private investment funds, institutional investors, or other persons or entities in the future, at which time the Adviser will make any necessary amendments to this Brochure. The Adviser is responsible for identifying potential investments for its Clients. The Adviser evaluates such investments and their appropriateness based on the investment objectives and policies of the applicable Client making such investment, as adopted by such Client’s board of directors, board of managers or other governing body. If the Adviser determines that certain investments are appropriate for a given Client, and the investment committee of the Adviser unanimously approves such investments, the Adviser will effectuate the investments on behalf of such Client. The Adviser also has the discretion, without limitation, to determine the broker used in effecting any investment and commissions to be paid in connection therewith. The Adviser then, on behalf of the Client, acquires, monitors, and continually services any investments made. Using an asset analysis methodology that includes a combination of fundamental and cyclical analysis with a consideration of, among other things, a potential investment’s credit rating, if applicable, the Adviser will determine what assets are appropriate for purchase, sale or retention by its Clients. The Adviser provides investment supervisory services to each of its Clients pursuant to an Advisory Agreement. The Adviser may offer advice to its Clients on a broad range of securities, including but not limited to, commercial real estate loans (including mezzanine loans, first and second lien mortgage loans, subordinated mortgage loans, bridge loans and other commercial real estate-related loans), preferred equity investments, select commercial real estaterelated debt securities, equity securities that may be exchange listed, traded over-thecounter or issued by foreign entities, warrants, commercial paper, certificates of deposit, mutual fund shares, U.S. government securities, option contracts on securities, interests in partnerships investing in real estate, oil and gas interests, commodities, corporate loans, corporate debt securities and collateralized loans and debt obligations. As of December 31, 2025, the Adviser and its affiliates managed $ 1,435,033,061in Client assets on a discretionary basis. The sole owner of the Adviser is Terra Capital Partners, LLC (“Terra Capital Partners”), an entity wholly owned and controlled by Mavik Capital Management, L.P. (“Mavik”), which is ultimately controlled by Vikram Uppal. See Item 10 – Other Financial Industry Activities and Affiliations for more information.

Certain Clients of the Adviser, including Special Opps Co-Invest, VS2 and other similar vehicles, are structured as pooled investment vehicles that participate in co-investment opportunities alongside other Clients advised by the Adviser or its affiliates. These coinvestment vehicles may invest in the same or related portfolio investments as other Clients, which may give rise to conflicts of interest, including with respect to investment allocation, timing, and access to investment opportunities. Allowing co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the applicable Client, and the Adviser expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to Client investors and third parties, (ii) to the extent co-investments made by Client investors are not subjected to Management Fees (as defined below) and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Fund’s Governing Documents.] The Adviser addresses these conflicts through its allocation and co-investment policies and procedures, which are designed to ensure that investment opportunities are allocated in a manner that the Adviser believes to be best-aligned with each respective Client’s investment objectives, liquidity terms, fee arrangements, or governance structures, which the Adviser considers as part of its allocation and conflicts analysis to be fair and equitable over time. The Adviser’s allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While the Adviser seeks to allocate investment opportunities in a manner that it believes is fair and equitable to its Clients under the circumstances over time and considering relevant factors, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which the Adviser expects to be subject, discussed herein, did not exist.

The Adviser The Adviser deducts agreed-upon fees from its Clients’ assets and will deduct agreedupon fees from the assets of any future Clients. The following is a summary of the fees that the Adviser receives from its Clients. Each of the various fees which the Adviser negotiates with its Clients, is set forth in the respective investment managements agreement between the Adviser and its Clients. Terra REIT The Adviser serves as the adviser of Terra REIT. Pursuant to an Advisory Agreement between the Adviser and Terra REIT. Terra REIT pays fees to the Adviser in the form of an origination fee, an asset management fee, an asset servicing fee, a disposition fee and, if necessary, a break-up fee, as follows:

Origination Fee. An origination fee in the amount of 1.0% of the amount used to originate, acquire, fund, acquire or structure real estate-related loans, including any third-party expenses related to such investment. In the event that the term of any real estate-related loan is extended, the Adviser also receives an origination fee equal to the lesser of (i) 1.0% of the principal amount of the loan being extended or (ii) the amount of fee paid by the borrower in connection with such extension. The origination fee is offset by the amount of any origination fee received by Terra REIT from borrowers.

Asset Management Fee. A monthly asset management fee at an annual rate equal to 1.0% of the aggregate funds under management, which includes the loan origination amount or aggregate gross acquisition cost, as applicable, for each real estate-related investment and cash held by Terra REIT.

Asset Servicing Fee. A monthly asset servicing fee at an annual rate equal to 0.25% of the aggregate gross origination price or aggregate gross acquisition price for each real estate-related loan then held by Terra REIT (inclusive of closing costs and expenses).

Disposition Fee. A disposition fee in the amount of 1.0% of the gross sale price or repayment amount received by Terra REIT from the disposition of each loan, but not upon the maturity, prepayment, workout, modification or extension of a loan unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the loan and (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Adviser or its affiliates takes ownership of a property as a result of a workout or foreclosure of a loan, Terra REIT will pay a disposition fee upon the sale of such property equal to 1.0% of the sales price.

Transaction Breakup Fee. In the event that Terra REIT receives any “breakup fees,” “busted deal fees,” termination fees, or similar fees or liquidated damages from a third party in connection with the termination or non-consummation of any

investment or disposition transaction, the Adviser will be entitled to receive onehalf of such amounts, in addition to the reimbursement of all out-of-pocket fees and expenses incurred by the Adviser with respect to its evaluation and pursuit of such transactions. In addition to the fees described above, Terra REIT reimburses the Adviser and its affiliates for certain costs incurred by them in managing Terra REIT and its portfolio. Terra 5 International and Terra International The Adviser is the manager of Terra 5 International and Terra International. Pursuant to an Advisory Agreement between the Adviser and Terra 5 International and an Advisory Agreement between the Adviser and Terra International, Terra 5 International and Terra International pay fees to the Adviser in the form of an incentive fee, as follows: Terra 5 International Once shareholders of Terra 5 International have collectively received cumulative distributions equal to aggregate capital invested in shares and a 9.5% per annum, cumulative, non-compounded pre-tax return on unrecovered capital, 15% of amounts otherwise distributable to shareholders will be paid to the Adviser as an incentive fee. Terra International Once shareholders of Terra International have collectively received cumulative distributions equal to aggregate capital invested in shares and a 9.0% per annum, cumulative, non-compounded pre-tax return on unrecovered capital, 15% of amounts otherwise distributable to shareholders will be paid to the Adviser as an incentive fee. Terra Offshore Funds REIT, LLC The Adviser does not earn any fees for this fund. In addition to the fees described above, Terra 5 International, Terra International and Terra International Fund 3 reimburse the Adviser and its affiliates for certain costs incurred by them in managing those funds and their portfolios. Special Opps Fund, Special Opps Co-Invest, VS2, Everstory, Mavik X-Houston, and VS2 SMA (together “Private Funds”) Pursuant to the Advisory Agreements between the Adviser and its Private Fund Clients, the Private Fund Clients pay fees to the Adviser as set forth below. Any capitalized terms used in the discussion below and not otherwise defined have the meanings given to such terms in the Limited Partnership Agreement of each Private Funds.

Management Fee: The Adviser (or an affiliate thereof) will be entitled to an annual management fee (the “Management Fee”) with respect to each limited partner in the Private Fund in accordance with the terms in each private fund’s offering documents. Organizational Expenses: The Private Funds will pay or reimburse their respective General Partner which is an affiliate of the Adviser, and its Affiliates for the Private Fund’s Pro Rata Share of all Organizational Expenses. The Private Fund’s Pro Rata Share of Organizational Expenses in excess of the expense cap disclosed in each private fund’s offering memorandum shall reduce the Management Fee in a manner set forth in the confidential private placement offering memorandum of each Private Fund. Partnership Expenses. The Private Funds shall pay all Partnership Expenses or reimburse Private Fund’s General Partner, the Adviser, or any other Person for advancing payment of Partnership Expenses. In addition, the Private Funds’ General Partners, the Adviser or any Affiliate may charge to (or seek reimbursement from) a Portfolio Investment and/or a potential Portfolio Investment for any expenses to the extent the Private Fund’s General Partner reasonably determines such expenses are attributable to such Portfolio Investment and/or potential Portfolio Investment or the Private Fund’s investment or prospective investment therein or liquidation thereof. The Private Fund’s General Partners or the Adviser may engage placement agents and incur Placement Fees. Generally included in the expenses permitted to be borne by a Private Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, maintain, operationalize, upgrade and/or negotiate relationships relating to the categories of Partnership Expenses authorized in the offering and/or governing documents thereof, which generally are expected to be significant. In certain cases, these or similar expenses are expected to be charged to portfolio investments, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Client and the portfolio investment. In addition, the Private Funds’ General Partners , the Adviser, or any of their respective affiliates may provide to the Private Fund, any of its affiliates and/or any Portfolio Investment all accounting, financial, reporting, fund administration, tax, internal audit, legal, debt placement, technology-related services, brokerage, sales agent, property-related services (including loan servicing and administrative agent services) and any other services in lieu of third parties providing such services to such Persons and receive compensation for such services that will not reduce the Management Fee; provided that such services shall be on terms that are determined by the Private Fund’s General Partner to be fair and reasonable to the Private Fund or such Portfolio Investment as set forth in the Private Fund’s confidential private placement offering memorandum.

Carried Interest. A carried interest charge is applied to returns in excess of the preferred return as set forth in the Private Fund Client’s Limited Partnership Agreement. Partners, employees, and related parties may be subject to reduced or waived performance and management fees but will participate in the payment of operating expenses on a pro rata basis.

While brokerage commissions will not generally be payable by the Adviser, in determining the appropriate level of commissions, the Advisers may consider the level of products, research and services to be obtained. The Adviser acquires, monitors, and continually services any investments made. Using a security analysis methodology that includes a combination of fundamental and cyclical analyses with a consideration of, among other things, a potential investment’s credit rating, if applicable, the Adviser determines what assets are appropriate for purchase, sale or retention by its Clients. The Adviser will rely on financial newspapers, magazines and trade journals, inspections of corporate activities, research material, annual reports and other filings with the SEC, company press releases and detailed management interviews, corporate rating services and other third-party data collection in offering advice on investing. The Adviser may offer advice to its Clients on a broad range of assets, including but not limited to, commercial real estate loans (including mezzanine loans, first and second lien mortgage loans, subordinated mortgage loans, bridge loans and other

commercial real estate-related loans), preferred equity investments, select commercial real estate-related debt securities, equity securities that may be exchange listed, traded over-the-counter or issued by foreign entities, warrants, derivatives, structured products, commercial paper, certificates of deposit, convertible debt securities, mutual fund shares, U.S. government securities, option contracts on securities, interests in partnerships investing in real estate, oil and gas interests, commodities, corporate loans, corporate debt securities and collateralized loans and debt obligations. In addition, the Adviser may offer advice on the investment in BDC securities. The Adviser utilizes various investment strategies, including, among others, leverage, both long- and short-term purchases and hedging techniques when appropriate. Investing in securities involves a risk of loss that Clients must be prepared to bear. Investments of the type that the Adviser recommends are subject to financial market risks, including changes in interest rates, which may have a substantial negative impact on the value of Clients’ investments. In addition, since the Adviser primarily recommends investments in commercial real estate loans (including mezzanine loans, first and second lien mortgage loans, subordinated mortgage loans, bridge loans and other commercial real estate-related loans), preferred equity investments and select commercial real estate-related debt securities, such investments are subject to specific risks relating to the type of security held, the issuer of such security and various other risks, including without limitation, those set forth in each Client’s Confidential Private Placement Memorandum. Further, investments recommended by the Adviser may have limited or no liquidity. The Adviser expects from time to time to also recommend that a Client borrow funds to make investments or for other business purposes. As a result, such Client would be exposed to the risks of borrowing, also known as leverage. Leverage increases the volatility of investments by magnifying the potential for gain and loss on amounts invested. There can be no assurance, however, that the use of leverage will be successful. To the extent fees are charged based on assets under management, there is an incentive to use leverage, since the funds obtained via leverage will increase assets under management. The Adviser manages multiple Clients, including pooled investment vehicles and coinvestment vehicles, that may pursue similar or overlapping investment strategies. As a result, the Adviser may face decisions regarding the allocation of investment opportunities, capital commitments, and management attention among Clients. These allocation decisions may involve conflicts of interest, including situations where one Client may receive more favorable terms or investment opportunities than another. To the extent multiple Clients participate in the same investment, such Clients are generally expected to invest on a pari passu basis, subject to differences in investment structures, legal, tax, regulatory, or other considerations. The Adviser seeks to address these conflicts through its allocation and conflicts policies, as described in Item 10. Force Majeure Events. The value of Clients’ real estate assets could be adversely affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes,

outbreaks of an infectious disease, pandemic such as the Novel Coronavirus or any other serious public health concern, war, terrorism, labor strikes, major pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a counterparty to a Fund) to perform its obligations until it is able to remedy the force majeure event. These risks could, among other effects, adversely impact the cash flows available, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on an asset. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity. Additionally, a major governmental intervention, including the assertion of control over one or more assets, could result in a loss to the Clients. Any of the foregoing may therefore adversely affect the performance of a Fund and its investments. OTHER RISKS Risks Related to Cyber Security. The Adviser and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Adviser and its service providers use to service the Adviser’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Adviser and its service providers. Cyber-attacks against or security breakdowns of the Adviser or its service providers may adversely impact the Adviser and its Clients, potentially resulting in, among other things, financial losses; the inability of the Adviser to transact business and process transactions; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Adviser may incur additional costs for cyber security risk management and remediation purposes. There can be no assurance that the Adviser or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future. Risks Related to War and International Conflicts. Certain regions of the world have experienced, and may continue to experience, geopolitical instability, including acts of terrorism, armed conflicts, and military escalation. Ongoing conflicts, including those involving Russia and Ukraine and in the Middle East, as well as the potential for broader regional or global tensions, may result in increased volatility in global financial markets, disruptions to trade, supply chains, and energy markets, and heightened economic uncertainty. In addition, migration pressures, political unrest, and shifting alliances may further contribute to instability in affected regions. The extent and duration of such events, and their potential impact on the global economy and the Adviser’s investments, are difficult to predict. These developments could

materially and adversely affect the value, performance, and liquidity of investments held by Clients. Banking System Instability. National and regional banks, financial institutions, and other participants in the U.S. and global capital markets are highly interconnected through credit, trading, clearing, custody, and other relationships. As a result, financial stress or adverse developments affecting one or more institutions, such as liquidity constraints, bank runs, insolvency, or other financial distress, may spread to other institutions and contribute to broader market disruptions. Such disruptions may include reduced liquidity, increased volatility, impairment of asset values, constrained access to financing, and other adverse effects across the financial system. Recent events involving regional banks have demonstrated the potential for rapid deterioration in market confidence and liquidity within the banking sector. While governmental and regulatory authorities have taken actions in the past to stabilize the financial system, there can be no assurance that such measures will be available, timely, or effective in addressing future events. The scope, timing, and impact of any regulatory or market responses remain uncertain. In addition, evolving regulatory responses to financial system stress may result in new or enhanced requirements applicable to banks, financial institutions, and market participants, which could increase costs, limit access to financing, or otherwise affect market conditions. Ongoing or future instability in the banking system and capital markets could materially and adversely affect the Adviser’s Clients, including through impacts on liquidity, valuation, financing availability, counterparty risk, and overall investment performance. Advisory Board. Certain Private Fund Clients contemplate the creation of an advisory board (an “Advisory Board”) comprised of limited partners or their representatives. In general, the applicable General Partner appoints several Limited Partner representatives to the Advisory Board, which has the ability to review and waive compliance with certain provisions of the governing documents, including resolving potential conflicts of interest situations, and whose approval is required or may be requested in certain circumstances under the governing documents, including certain approvals or consents required by the Advisers Act. Pursuant to the terms of the governing documents, limited partners generally are bound by the determinations of the Advisory Board, regardless of whether a limited partner is represented by a member of the Advisory Board. In addition, the governing documents typically provide that Advisory Board members are included within the indemnification and exculpation provisions and, to the maximum extent not prohibited by applicable law, none of the Advisory Board members shall owe any fiduciary duties to a Client or its investors. An Advisory Board member may consider the interests of the limited partner it represents over the interests of the limited partners as a whole when voting or consenting to any matter submitted to the Advisory Board. Members of the Advisory Board potentially will have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the Advisory Board for consideration or review. In addition, members of the Advisory Board may have various

business and other relationships with the General Partner and its members, partners, managers, directors, officers, employees and affiliates, which relationships may influence their decisions as members of the Advisory Board. To the extent that a Limited Partner is not represented by a member of the Advisory Board, such Limited Partner will have no influence over matters submitted to the Advisory Board for review or approval. A conflict of interest may exist when some, but not all, investors are permitted to designate a member to the applicable Advisory Board. The composition of an Advisory Board for one Client may have substantial overlap with the composition of an Advisory Board for another Client that is also managed or advised by the Adviser or its affiliates, which could lead to potential conflicts of interest if there are transactions between such funds that require Advisory Board approval. Valuation Matters; Management Fees. The fair value of a Private Fund’s investments will be determined by the applicable General Partner in accordance with the applicable governing documents and the General Partner’s valuation policy and procedures. It will, in certain circumstances, be the case that the carrying value of an investment may not reflect the value at the time of realization, and the difference between carrying value and the ultimate realized value could be material. The valuation methodologies used to value any investment will involve subjective judgments and projections and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond the Adviser’s control. Generally, there will be no retroactive adjustment in the valuation of any investment, the offering price at which interests in a Client were purchased by investors, or the fees and/or performance-based compensation paid to a General Partner to the extent any valuation proves to not accurately reflect the realizable value of an asset held by a Private Fund. The valuation of investments will affect the amount and timing of the Adviser’s and/or a General Partner’s compensation in certain cases, including, under certain circumstances, the amount of Management Fees payable to the Adviser. A Private Fund’s governing documents generally provide that the Management Fees will be calculated and charged on a basis that is not tied to the net asset value of the Private Fund. As further specified in the governing documents, Management Fees will be calculated in part based on invested capital as defined therein (“Invested Capital”). As a result, and unlike certain other investment products, the amount of Management Fees generally will not correspond with fluctuations in the Private Fund’s net asset value, and will not be increased to reflect appreciation in an investment’s value or reduced in connection with depreciation in an investment’s value, except in the case of permanent write downs of investments as determined by the applicable General Partner. A Private Fund’s governing documents generally provide the General Partner with discretion in determining the amount of Invested Capital upon which Management Fees are based, including, specifically, the circumstances in which a permanent write down will be applied to an investment, and thereby whether to exclude capital contributions with respect to such an investment from the amount of invested capital. In addition, and without

limitation, the General Partner has the ability determine whether capital contributions are attributable to funding investments and thereby should be included as Invested Capital. Such determinations are expected to have an impact on the amount of Management Fees payable by a Private Fund to the Adviser. As such, the General Partner is subject to potential conflicts of interest when making such a determination and in some instances has an incentive to delay or avoid permanent write downs in order to receive higher Management Fees. “Permanent write downs” is not a defined term under legal or accounting principles, and any determination as to whether an investment should be permanently written down is determined in the discretion of the General Partner and its view of the relevant facts and circumstances. The Adviser’s wide-ranging authority on the determination of valuation (including with respect to investments that are permanently written down), and the criteria used by the Adviser or its affiliates in valuing an investment, or determining whether an investment should be permanently written down, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the General Partner’s determination that an investment should be subject to a permanent write down, and except as set forth in the governing documents, neither the General Partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during a Private Fund’s holding period. In making its determination, the General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the governing documents. As a general matter, the standards for determining an investment is subject to a permanent write down are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Although the General Partner intends to operate in accordance with the applicable governing documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. A General Partner also retains the discretion (and reserves the right) to make different determinations with respect to invested capital under seemingly similar circumstances that it considers reasonable. A General Partner also reserves the right to make such determinations regarding invested capital in consultation with its accounting, legal or tax advisors and/or in a manner that accords with its related valuation procedures. Accordingly, where an asset or investment is troubled or subject to ongoing distress, a Private Fund’s Management Fee attributable to such asset will not necessarily be reduced unless the General Partner determines, in its discretion, that a permanent write down should be applied. A Private Fund’s governing documents set forth the full terms under which Management Fees will be reduced or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the governing documents until they are reduced in the circumstances and on the date(s) specified therein.

For purposes of this Item 10, references to the “Adviser” refer to Terra REIT Advisors, LLC and, where applicable, its affiliated advisory entities that operate as part of the Terra/Mavik advisory platform, except where the context otherwise requires. Terra Fund Advisors, LLC. The Adviser is affiliated with or a related party to, each of Terra Fund Advisors, LLC (“TFA”), and Terra Income Advisors 2, LLC (“TIA2”). The foregoing entities operate as a single advisory business and serve as advisers, managers or general partners of funds and other pooled vehicles and generally share common officers, partners, employees, consultants or persons occupying similar positions. Through TFA’s wholly owned subsidiary TIA2, TFA provides investment advisory and administrative services to Terra Secured Income Fund 7, LLC. TFA previously provided investment advisory and administrative services to Terra Secured Income Fund 5, LLC, until Terra Secured Income Fund 5, LLC was wound up and terminated in February 2024. TFA and TIA2 are subject to the Advisers Act pursuant to TFA’s registration with the SEC as a related adviser of TRA. Mavik Capital Advisors, LLC. serves as the investment adviser to certain private funds, including Mavik Special Opps Co-Investment, LP, Mavik Real Estate Special Opportunities VS2, LP, Mavik Special Opportunities VS2 SMA, LP, and Mavik Special Opportunities VS2 Co-Investment A, LP (collectively, the “Private Funds”). The Adviser is affiliated with, or a related person of, the general partner entities of these Private Funds, including Mavik Real Estate Special Opportunities Fund GP, LLC and Mavik Real Estate Special Opportunities VS2 GP, LLC, each of which serves as the general partner to one or more of the Private Funds.

In addition, Casper GP, LLC serves as the general partner of Mavik Everstory SMA, LP and is subject to the Advisers Act pursuant to the Adviser’s registration, in accordance with applicable SEC guidance. Conflicts of interest with the Adviser’s Clients related to these relationships include, among possible others, the following:

The directors, officers and other personnel of the Adviser allocate their time between advising the Clients and managing other investment activities and business activities in which they may be involved, including managing and operating Terra Capital Partners;

The compensation payable by the Clients to the Adviser and other affiliates will be approved by the Client’s board of directors, board of managers, trustees or other governing body consistent with applicable law and the organizational and offering documents of such Client. Such compensation is payable, in most cases, whether or not a given Client’s shareholders receive distributions;

The Adviser will be paid different fees by different Clients, which potentially leads to conflicts of interest;

Regardless of the quality of the assets acquired, the services provided to the Clients or whether the Clients make distributions to their investors, the Adviser will receive certain fees in connection with the management of the Clients’ portfolio;

While a Client’s governing documents generally include broad provisions regarding the indemnification and exculpation of the Adviser and its related persons, the Adviser will not interpret any such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to a Client under the Advisers Act.

From time to time, the Clients for which the Adviser provides investment management services or on whose behalf it carries on investment activities will potentially make investments at different levels of an investment entity’s capital structure or otherwise in different classes of an issuer’s securities. These investments give rise to inherent conflicts of interest or perceived conflicts of interest between or among the various classes of securities that are held by the Adviser’s Clients;

The Adviser and its affiliates are not restricted from forming additional investment funds, from entering other investment advisory relationships or from engaging in other business activities, even though such activities will potentially compete with the Clients and involve substantial time and resources of the Adviser;

The Adviser and its affiliates have the discretionary authority to recommend and/or cause certain Clients to contract for services with certain service providers, and the Adviser and/or its affiliates will potentially derive a financial or other benefit from such engagement, or otherwise have a relationship with such service providers.

There can be no assurance that no other service provider could not provide the required services at higher quality and/or at lower cost;

The Adviser and its affiliates reserve the right to cause a Client to invest in the same portfolio company as of another Client, and/or in another Client, which creates a potential incentive to use such transaction as a means of supporting such other Client; and

The Adviser and its affiliates reserve the right to cause a Client to participate in coinvestment and other affiliated transactions, including through pooled co-investment vehicles (i.e., special purpose or multi-investor vehicles formed to invest alongside one or more Clients) that are advised or managed by the Adviser or its affiliates. Such opportunities may give rise to actual or perceived conflicts of interest among Clients, including with respect to the allocation of investment opportunities. To the extent multiple Clients participate in the same investment, such participation is generally expected to be structured on a pari passu basis, subject to differences in legal, tax, regulatory, or other structuring considerations. The Adviser seeks to address these conflicts through its allocation and conflicts policies. To mitigate these conflicts, the Adviser will seek to execute such transactions for all of its Clients on a fair and equitable basis and in accordance with their respective allocation policies, taking into account such factors as the Clients’ primary investment objective, relative amounts of capital available for new investments and the investment programs and portfolio positions of such Clients, and any other factors deemed appropriate. To address conflicts of interest arising from transactions involving from Terra REIT and its affiliates, Terra REIT has adopted related party transaction policies and procedures for the review and approval of any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) involving any of Terra REIT’s executive officers, directors or director nominees, significant shareholders and their immediate family members, in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) Terra REIT is a participant, and (3) any such related party has or will have a direct or indirect material interest. Any covered transaction must be approved by Terra REIT’s board of directors (the “Terra REIT Board”) or by a committee appointed by the Terra REIT Board consisting solely of disinterested directors (the “Terra REIT Appointed Committee”). In considering a covered transaction, the Terra REIT Board or the Terra REIT Appointed Committee will consider all relevant factors, including, as applicable, (i) Terra REIT’s business rationale for entering into the transaction, (ii) the available alternatives to the transaction, (iii) whether the transaction is on terms comparable to those available to or from third parties, (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and (v) the overall fairness of the transaction to Terra REIT. Terra REIT Board will review and approve all related party transactions as the transactions are contemplated. Related party transactions will be monitored to assess whether it is advisable for Terra REIT to amend or terminate each such transaction. These policies apply to transactions involving Terra REIT and operate alongside the Adviser’s own conflicts management, allocation, and compliance policies and procedures applicable to all Clients.

Further, as discussed above, the Adviser, its personnel and certain affiliates are likely to experience conflicts of interest in allocating management time, services and functions among the Clients and any other business ventures in which they or any of their key personnel, as applicable, are or may become involved. This could result in actions that are more favorable to a given Client or other affiliated entities than to another Client. However, the Adviser believes that it and its affiliates have sufficient personnel to discharge fully their responsibilities to all activities in which they are involved.

The Code is designed to ensure, among other things, that the personal securities transactions, activities and interests of the officers, employees and supervised persons of the Adviser 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. In addition, the Code requires pre-clearance of certain transactions. Employee trading is monitored under the Code to reasonably prevent conflicts of interest between the Adviser and its Clients. The Adviser has adopted written policies and procedures reasonably designed to protect the confidentiality and security of nonpublic personal information (“NPI”) in accordance with Regulation S-P under the Advisers Act. These policies address administrative, technical, and physical safeguards, incident response, and oversight of service providers with access to client information. The Adviser’s Clients and prospective Clients may request to review the Code by contacting Bernadette Murphy, the Chief Compliance Officer, Terra REIT Advisors, LLC, 205 West 28th Street, 12th Floor, New York, NY 10001 or bernadette@mavikcapital.com. As discussed in Item 10 above, conflicts of interest may arise from time to time as a result of the Adviser’s relationships with its affiliates. For more information on the conflicts that may arise and how they will be addressed, see Item 10.

The Adviser will seek to obtain the best net results for the Adviser’s Clients, considering such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While the Adviser will generally seek reasonably competitive trading execution costs, the Adviser’s Clients will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Adviser may select a broker based partly upon brokerage or research services provided to the Adviser or any of their respective Clients. If the Adviser uses brokerage commissions to obtain research or other products or services, the Adviser will receive a benefit because they will not have to produce or pay for the research, products or services. As a result, the Adviser potentially has an incentive to select or recommend a broker-dealer based on their interest in receiving the research or other products or services, rather than on the Adviser’s Clients’ interest in receiving most favorable execution. In return for such services, Clients will potentially pay higher commissions than other broker-dealers would charge if the Adviser determines in good faith that such commission is reasonable in relation to the services provided.

Certain factors that may be considered in determining the fair value of the Adviser’s investments for its Clients include dealer quotes for securities traded on the secondary market for institutional investors, the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to publicly-traded companies, discounted cash flow analysis and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, the Adviser’s determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed.

The Adviser will review, on a case-by-case basis, each proposal submitted for a shareholder vote to determine its impact on the portfolio securities held by the Adviser’s Clients. Although the Adviser will generally vote against those proposals that would have a negative impact on its Clients’ portfolio securities, the Adviser may vote for such a proposal if there exist compelling, long-term reasons to do so. The Adviser’s proxy voting decisions will be made by the senior officers who are responsible for monitoring each of the investments held by its Clients. To ensure that their votes are not a product of a conflict of interest, the Adviser will require that: (i) anyone involved in the decision-making process disclose to the Adviser’s Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how the

Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties. To request a copy of the Adviser’s proxy voting policy, please send a written request to: Chief Compliance Officer, Terra REIT Advisors, LLC, 205 West 28th Street, 12th Floor, New York, New York 10001.