IDR Core Property Index Fund Ltd Form POS AMI Filed 2020-10-02

IDR Core Property Index Fund Ltd
(Exact Name of Registrant as Specified in the Charter)

John J. Mahon, Esq.
Schulte Roth & Zabel LLP
901 Fifteenth Street, NW, Suite 800
Washington‎, D.C.‎ 20005
Tel: (202) 729-7470
Fax: (202) 730-4520

This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Shares in the Registrant are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of, and/or Regulation D under, the Securities Act. Investments in the Registrant may only be made by individuals or entities meeting the definition of an “accredited investor” set forth in Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interest in the Registrant.

The information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of the Registration Statement.

Responses to Items 1, 2, 3.2, 4, 5, 6 and 7 of Part A have been omitted pursuant to Paragraph 3 of Instruction G of the General Instructions to Form N-2.

The following table describes the fees and expenses that a stockholder (each, a “Stockholder” and collectively, the “Stockholders”) in IDR Core Property Index Fund Ltd, a Maryland corporation (the “Fund”), will bear directly or indirectly. Some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Registration Statement contains a reference to fees or expenses paid by “you,” “us”, the “Fund” or “IDR Core Property Index Fund Ltd” or that “we” will pay fees or expenses, Stockholders will indirectly bear such fees or expenses as a result of the shares of the Fund’s Class A or Class B common stock, each par value $0.001 per share (the “Common Stock”), that they hold.

Annual expenses (as a percentage of average net assets attributable to Common Stock)⁽¹⁾⁽⁶⁾

The following example demonstrates the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical investment in the Common Stock. In calculating the following expense amounts, the Fund has assumed (i) reinvestment of all dividends and distributions at net asset value and (ii) that the Fund’s annual expenses would remain at the percentage levels set forth in the table above, except to reduce annual expenses to reflect the completion of organization expense amortization.

The example in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. The foregoing table and example is intended to assist you in understanding the costs and expenses that a Stockholder will bear directly or indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. For a more complete description of the various fees and expenses borne directly by the Fund, please see Items 9.1(b), 9.1(d) and 9.1(f).

The Fund is a recently formed Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), that operates as a closed-end non-diversified, management investment company. The Fund intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a “real estate investment trust” pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) Sections 856 through 860 (a “REIT”).

An investment in the Fund’s Common Shares is not suitable for investors that require short-term liquidity:

Accordingly, you may be unable to sell your Common Shares and receive proceeds for an indefinite period of time.

The Fund is managed by the Manager, IDR Investment Management, LLC, which is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Manager is owned by its key investment professionals through an affiliate of Investors Diversified Realty, LLC (“IDR”) and by USAA Real Estate Company, LLC (“USAA Realco”).

Pursuant to the Administration Agreement, the Manager also serves as the Administrator. The Administrator provides, or arranges for the provision of, the administrative services necessary for the Fund to operate. In accordance with the Administration Agreement, the Fund has agreed to reimburse the Administrator for the expenses it incurs on the Fund’s behalf in connection with providing such administrative services, including the Fund’s allocable portion of the salaries of any administrative personnel retained by the Administrator that provide services to the Fund, as well as the allocable portion of overhead, including rent, attributable to such administrative personnel. The Administrator may provide such administrative services directly, or engage one or more sub-administrators to provide such administrative services to the Fund on its behalf.

The Fund’s investment objective is to employ an indexing investment approach that seeks to track the NCREIF Fund Index — Open End Diversified Core Equity X (the “NFI-ODCE X” or the “NFI-ODCE X Index”) on a net-of-fee basis while minimizing tracking error. The Fund will pursue its investment objective by investing primarily in real estate investment vehicles that comprise the NFI-ODCE X Index (the “Eligible Component Funds”), actively managing allocations to such Eligible Component Funds to approximate the relative weighting of such Eligible Component Funds within the NFI-ODCE X Index, and investing in short-term temporary investments and cash equivalents on an interim basis pending investment in Eligible Component Funds. In accordance with the foregoing, pending investment in Eligible Component Funds, the Fund may invest excess cash in cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. The Fund will attempt to replicate the target index by investing all, or substantially all, of its assets in the Eligible Component Funds that make up the NFI-ODCE X Index, holding each Eligible Component Fund in approximately the same proportion as its weighting in the NFI-ODCE X Index. The Fund anticipates investing, under normal circumstances, at least 80% of its total assets in Eligible Component Funds that comprise the NFI-ODCE X Index. There can be no assurance the Fund will achieve its investment objective.

The NCREIF Fund Index — Open End Diversified Core Equity (the “NFI-ODCE”) is the first fund index promulgated by the National Council of Real Estate Investment Fiduciaries (“NCREIF”). The NFI-ODCE is an index of investment returns reporting on both a historical and current basis the results of open-end commingled funds pursuing a core real estate investment strategy, some of which have performance histories dating back to the 1970s.

The NFI-ODCE is currently comprised of twenty-five component funds (the “Component Funds”). These Component Funds are generally defined as funds which purchase the four main property types

(office, retail, apartments and industrial) in the U.S. using less than 35% leverage. The NFI-ODCE performance is reported on a capitalization-weighted and equal-weighted basis and returns are reported gross and net of fees. Performance measurement and reporting is time-weighted. The Manager has signed a licensing agreement with NCREIF to also provide the NFI-ODCE X Index as a secondary index which tracks only “Eligible Component Funds” (i.e., only those Component Funds that are not considered “group trusts”) that rely on Internal Revenue Service’s Revenue Ruling 81-100, as modified, from time to time, by the Internal Revenue Service. Under the above Revenue Ruling, the only investors that are permitted to invest in such group trusts are U.S. public and private pension plans and individual retirement accounts. The NFI-ODCE X Index is designed to provide investors that are not able to access all Component Funds in the NFI-ODCE Index a more accurate index to benchmark their core holdings.

The table below outlines the inclusion criteria for the NFI-ODCE Index, which similarly apply to each of the Eligible Component Funds comprising the NFI-ODCE X Index.

² “Market forces” refers to large market driven events, which as a result of valuation “swings” as computed by the NFI-ODCE Index, may cause a Component Fund included in the NFI-ODCE Index to no longer meet the minimum criteria to be included in the NFI-ODCE Index for a period of time, until the valuations return to pre-swing valuations.

The Manager believes that a review of the performance of individual Component Funds is required to compare an indexing strategy versus selecting individual Component Funds. In particular, the difference between the best-performing Component Fund and worst-performing Component Fund has averaged 9.02% since 2001. Additionally, during times of extreme market stress or disruption, such as the financial crisis in 2008/2009, divergence has been significantly higher at 29.00%. This suggests that the Component Funds have very different return performance even though they all adhere to similar core equity investment strategies. The following table illustrates historical returns of NFI-ODCE (net of underlying component fund managent fee) and the divergence of Component Funds by year.

The information provided in Figure 2 highlights the potential difference between investing across the entire NFI-ODCE Index and investing in a single Component Fund which is included as part of the NFI-ODCE Index, given the variability in returns between the various Component Funds.

The policies identified as fundamental in the paragraphs below, along with the Fund’s investment objective and concentration policy, are its only fundamental policies. Fundamental policies may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act.

³“Core funds” refers to diversified, core equity open end real estate funds that meet the minimum criteria for inclusion in the NFIODCE Index (i.e. real estate, investments, region, property types, life cycle, leverage, and diversification).

⁴National Council of Real Estate Investment Fiduciaries (NCREIF), 2001 - 2018.

As a matter of fundamental policy, the Fund will not: (1) act as an underwriter of securities of other issuers (except to the extent that it may be deemed an “underwriter” of securities it purchases that must be registered under the Securities Act before they may be offered or sold to the public); (2) sell securities short (except with regard to managing the risks associated with publicly-traded securities the Fund may hold in its portfolio); (3) purchase securities on margin (except to the extent that the Fund may purchase securities with borrowed money); or (4) engage in the purchase or sale of commodities or commodity contracts, including futures contracts (except where necessary in working out distressed investment situations or in hedging the risks associated with interest rate fluctuations, and, in such cases, only after all necessary registrations (or exemptions from registration) with the Commodity Futures Trading Commission have been obtained). Furthermore, as a matter of fundamental policy, the Fund may make loans and purchase or sell real estate and real estate mortgage loans, except as prohibited under the 1940 Act, the rules and regulations thereunder (except as permitted by an exemption therefrom), as such statute, rules or regulations may be amended or interpreted by the SEC from time to time.

The Fund has also adopted a fundamental policy with respect to concentration in which it must, under normal market conditions, invest more than 25% of its total assets in real estate investment vehicles or companies that otherwise operate in the real estate industry. As with its other fundamental policies referenced above, the Fund must obtain Stockholder approval prior to changing this policy, thus limiting its flexibility to liquidate its real estate investment vehicle investments in the future should market conditions warrant.

In addition to the foregoing fundamental policy, the Fund, as a matter of fundamental policy, anticipates investing, under normal circumstances, at least 80% of its total assets in Eligible Component Funds that comprise the NFI-ODCE X Index.

Additionally, in no case will the terms of any side letter that the Fund may enter into with a Stockholder be adopted as a fundamental policy of the Fund. As a result, the terms of such side letters, if any, may be modified solely with the consent of the Stockholders that are parties thereto. Finally, while the Fund intends to conduct periodic repurchase offers from time to time, it has not adopted a fundamental policy to do so. As a result, any such repurchase offers remain in the sole discretion of Board of Directors of the Fund (the “Board”). See “Share Repurchase Program and Redemption Shares” below.

The Fund intends to conduct one or more private offerings (each, a “Private Placement”) of its Common Shares from time to time in order raise capital to invest in accordance with its investment objective. The Fund intends to conduct such Private Placements in conformity with Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”), or Regulation D promulgated thereunder, in order to permit the offer, issuance and sale of its Common Shares in connection therewith without registration under the Securities Act.

Common Shares will be offered only to eligible investors. This means that to purchase Common Shares of the Fund, a prospective Stockholder will be required to certify that the Common Shares are being acquired by an “accredited investor”, as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. An “accredited investor” includes, among other investors, a natural person who has a net worth (or a joint net worth with that person’s spouse), excluding the value of such natural person’s primary residence, immediately prior to the time of purchase in excess of $1 million, or income in excess of $200,000 (or joint income with the investor’s spouse in excess of $300,000) in each of the two preceding years and has a reasonable expectation of reaching the same income level in the current year, and certain

legal entities with total assets exceeding $5 million. Existing Stockholders seeking to purchase additional Common Shares will be required to qualify as eligible investors at the time of the additional purchase. The Manager may from time to time impose stricter or less stringent eligibility requirements. Common Shares may not be purchased by nonresident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates, all as defined in the Code.

The Fund intends to accept subscriptions from investors in connection with each Private Placement, pursuant to which such investors will commit to purchase up to an aggregate dollar amount of the Common Shares from time to time in one or more draw-downs of capital by the Fund. The Fund will generally draw down capital from subscribing investors and issue Common Shares to such investors on a quarterly basis (each, a “Capital Call”), depending upon availability of investments in Eligible Component Funds and the overall weighting of the Fund’s portfolio relative to the NFI-ODCE X Index. A portion of the proceeds of such Capital Calls may also be used by the Fund to pay expenses, including any fees or expenses payable to the Manager under the Management Agreement or Administration Agreement. The Fund will provide subscribing investors with no less than five (5) business days’ prior written notice of a Capital Call prior to the date on which any such capital contribution is due. Such Common Shares will initially be issued at a purchase price equal to $10 per Common Share, and thereafter at a purchase price equal to the Fund’s then current net asset value per Common Share. As a result, the number of Common Shares investors will receive in connection with each Capital Call will vary depending upon the Fund’s then current net asset value per Common Share.

Beginning with the first calendar quarter following the one-year anniversary of the date that the Fund conducts its initial closing and acceptance of subscriptions, and on a quarterly basis thereafter, the Fund intends to offer to repurchase Common Shares on such terms as may be determined by its Board of Directors (the “Board”), in its sole discretion, unless, in the judgment of the Board, such repurchases would not be in the Fund’s best interests or would violate applicable law (the “Share Repurchase Program”). The Fund will conduct such repurchase offers in accordance with the requirements of Regulation 14E and Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in reliance on Section 4(2) under the Securities Act, or Regulation D thereunder, the Securities Act and Section 23(c)(1) the 1940 Act. Any offer to repurchase shares will be conducted solely through tender offer materials delivered to each Stockholder and is not being made through this Registration Statement. In accordance with the requirements of Regulation M, the Fund will not issue new Common Shares while a repurchase offer remains open.

The Fund will limit the number of Common Shares to be repurchased under the Share Repurchase Program in any calendar year to 20% of the weighted average number of Common Shares outstanding in the prior calendar year, or 5% in each quarter, though the actual number of Common Shares that the Fund offers to repurchase may be less in light of the limitations noted below. While the Fund may, at the discretion of the Board, use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable quarter to repurchase Common Shares, given the illiquid nature of the Fund’s investments, it generally expects to issue redeeming Stockholders shares of its Class B Common Stock (the “Redemption Shares”) on a one for one basis for each of its Common Shares repurchased in connection with the Share Repurchase Program. The Fund expects to issue such Redemption Shares in connection with such repurchase offers in accordance with Section 4(2) under the Securities Act or Regulation D promulgated thereunder in order to permit the offer and issuance of such Redemption Shares without registration under the Securities Act.

Each Redemption Share will have the same net asset value and be entitled to the same distributions as each of the Fund’s Common Shares while outstanding. Such Redemption Shares will be redeemable at the Fund’s discretion at their then current net asset value per Redemption Share, and the Fund will generally commit, in connection with each repurchase offer to use any available funds, either from new investor subscriptions or the disposition of the Fund’s investments, to redeem such Redemption Shares within one year after their issuance. Pursuant to the Charter, the Fund will redeem Redemption Shares in the order in which they were issued, provided, that to the extent the Fund redeems less than the full number of Redemption Shares issued on a specific date, it will do so on a pro rata basis. The Fund intends to treat the Redemption Shares as a “senior security” for purposes of the 1940 Act. As a result, the Fund must generally have an asset coverage ratio of at least 200%, taking into account the aggregate repurchase obligation with respect to its outstanding Redemption Shares and any other senior securities it may have outstanding, which will limit the number of Redemption Shares the Fund may have outstanding at any one time. In addition, in accordance with the 1940 Act, at any time the Fund has Redemption Shares outstanding, two of the members of its Board will be designated as subject to election by the holders of such outstanding Redemption Shares, voting as a separate class. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.

In connection with its consideration of whether to offer to exchange Common Shares for Redemption Shares, the Board will consider any requests it has received from Stockholders. If the amount of repurchase requests exceeds the number of Common Shares the Fund seeks to repurchase, the Fund will repurchase or exchange such Common Shares on a pro rata basis. As a result, the Fund may repurchase less than the full amount of Common Shares that a Stockholder requests to have repurchased. Further, the Fund will not be obligated to repurchase Common Shares or redeem Redemption Shares issued in any repurchase offers if doing so would violate restrictions on distributions under applicable federal or Maryland law, including Section 2-311 of the Maryland General Corporation Law, prohibiting distributions that would cause the Fund to fail to meet statutory tests of solvency. If the Fund does not repurchase the full amount of a Stockholder’s shares that such Stockholder has requested to be repurchased, or the Board determines not to make repurchases of its Common Shares or to redeem any Redemption Shares issued in connection with prior repurchase offers, Stockholders may not be able to dispose of their Common Shares or Redemption Shares. In addition, any redemption of Redemption Shares issued in connection with repurchase offers will be subject in part to the Fund’s available cash and compliance with the REIT qualification rules promulgated under the Code and the 1940 Act. The Fund will not borrow funds to redeem Redemption Shares.

While the Fund intends to conduct quarterly repurchases of its Common Shares as described above, the Fund is not required to do so and the Board may suspend or terminate the share repurchase program at any time. While it is unlikely to do so, the Fund may also conduct repurchases of its Common Stock at other times outside the Share Repurchase Program if it determines that doing so would be in the best interests of the Fund.

Redemption Shares are also subject to a number of further significant limitations which preclude redemption by the Fund if such redemption (i) could cause the Fund to fail to maintain its qualification as a REIT or as a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code, (ii) may cause the Fund to be treated as a “pension-held REIT” within the meaning of Section 856(h)(3)(D) of the Code, or (iii) together with all other repurchase offers during any applicable fiscal quarter would require the Fund to pay less than $250,000 in respect of such requests.

All capital commitments by an investor to the Fund are irrevocable. Upon any default by an investor to make a capital contribution when due that is not cured within five business days, such defaulting investor shall be deemed a “Defaulted Stockholder” and the Fund may take any or all of the following actions, in the Fund’s discretion: (i) cause the amount due to bear interest payable to the Fund at a rate of the higher of (x) 12% per annum and (y) any default rate per annum that may be imposed by any Eligible Component Fund on the Fund in connection with a default by the Fund to make a capital contribution when due to such Eligible Component Fund that was caused by the default of the Defaulted Stockholder; (ii) cancel the Defaulted Stockholder’s remaining capital commitment in whole or in part; or (iii) acquire all of the Common Shares and/or Redemption Shares of the Defaulted Stockholder for a price equal to 70% of the then current net asset value per share.

To the extent the Fund has earnings available for distribution, it expects to distribute quarterly dividends to its Stockholders, including holders of both its Common Shares and Redemption Shares. The specific tax characteristics of the Fund’s distributions will be reported to Stockholders after the end of the calendar year. The Fund’s quarterly dividends, if any, will be authorized and determined by the Board.

To maintain its tax treatment as a REIT, the Fund must make certain distributions as described in more detail in Item 23.

The Fund has adopted a distribution reinvestment plan (“DRIP”) for its Stockholders, which is an “opt in” dividend reinvestment plan. Under this plan, if the Fund declares a cash dividend or other distribution, each holder of the Common Shares who has elected to “opt in” to the Fund’s DRIP will have their cash distribution automatically reinvested in additional Common Shares, rather than receiving the cash distribution. If a Stockholder does not elect to “opt in,” that Stockholder will receive cash dividends or other distributions.

Stockholders who receive dividends and other distributions in the form of Common Shares generally are subject to the same U.S. federal tax consequences as Stockholders who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, those Stockholders will not receive cash with which to pay any applicable taxes on reinvested dividends. The Fund will generally seek to participate in corresponding distribution reinvestment programs offered by the underlying Eligible Component Funds comprising its portfolio in proportion to the percentage of its outstanding Common Shares that opt-in to the DRIP.

The Fund is a newly-formed, externally managed, non-diversified closed-end management investment company that has registered as an investment company under the 1940 Act. As a registered closed-end investment company, the Fund is subject to regulation under the 1940 Act. Under the 1940 Act, unless authorized by vote of a majority of the outstanding voting securities, the Fund may not:

A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.

As with other companies regulated by the 1940 Act, a registered closed-end management investment company must adhere to certain substantive regulatory requirements. At least 40% of the Fund’s directors must be persons who are not “interested persons” of the Fund or the Manager, as that term is defined in the 1940 Act. Additionally, the Fund is required to provide and maintain a bond issued by a reputable fidelity insurance company. Furthermore, as a registered closed-end management investment company, the Fund is prohibited from protecting any director or officer against any liability to it or its stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office. The Fund may also be prohibited under the 1940 Act from knowingly participating in certain transactions with its affiliates without the prior approval of the Securities and Exchange Commission (the “SEC”).

As a registered closed-end management investment company, the Fund is generally required to meet an asset coverage ratio with respect to its outstanding senior securities representing indebtedness, defined under the 1940 Act as the ratio of its gross assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities representing indebtedness, of at least 300% after each issuance of senior securities representing indebtedness. In addition, the Fund is generally required to meet an asset coverage ratio with respect to its outstanding preferred stock or other senior securities representing equity, which is defined under the 1940 Act as the ratio of the Fund’s gross assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities representing indebtedness, plus the aggregate involuntary liquidation preference of its outstanding preferred stock (or other senior securities which are stock), of at least 200% immediately after each issuance of such preferred stock (or other senior securities or other securities which are stock). The Fund is also prohibited from issuing or selling any senior security if, immediately after such issuance, it would have outstanding more than (i) one class of senior security representing indebtedness, exclusive of any promissory notes or other evidences of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, or (ii) one class of senior security which is stock, except that in each case any such class of indebtedness or stock may be issued in one or more series. The Fund intends to treat its Redemption Shares as senior securities which are stock for purposes of the 1940 Act.

The Fund will generally not be able to issue and sell its Common Stock at a price below net asset value per share. The Fund may, however, sell its Common Stock at a price below the then-current net asset value of per share if its Board determines that such sale is in the Fund’s best interests and the best interests of its Stockholders, and a majority of the Stockholders approve such sale in accordance with the 1940 Act.

In addition, the Fund may generally issue new shares of Common Stock at a price below net asset value in rights offerings to existing Stockholders, in payment of dividends and in certain other limited circumstances.

As a registered closed-end management investment company, the Fund will generally be limited in its ability to invest in any investment in which its Manager or any of its affiliates currently has an investment or to make any co-investments with its Manager or its affiliates without an exemptive order from the SEC, subject to certain exceptions. In particular, the Fund may engage in such co-investments with one or more affiliates to the extent the only terms being negotiated consist of price and amount of securities to be acquired.

The Fund may borrow funds to make investments, although it does not currently intend to incur leverage for investment purposes. Although it does not expect to do so, the Fund may also borrow funds, consistent with the limitations of the 1940 Act, in order to make the distributions required to maintain its status as a REIT under Subchapter M of the Code.

As a registered closed-end management investment company, the Fund is subject to certain risks and uncertainties. See “Risk Factors—Risks Related to the Fund’s Business and Structure.”

It is the Fund’s policy not to engage in trading for short-term profits, although portfolio turnover rate is not considered a limiting factor in the execution of its investment decisions. A high rate of portfolio turnover (100% or more) involves correspondingly greater transaction costs which must be borne by the Fund and its Stockholders.

Pending investment in subscriptions in Eligible Component Funds consistent with its investment objective and strategies described in this Registration Statement, the Fund’s investments may consist of cash, cash-equivalents, U.S. government securities, money market funds, repurchase agreements, or high-quality debt securities maturing in one year or less from the time of investment, which are referred to, collectively, as temporary investments. To the extent the Fund has uninvested cash, typically the Fund will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as the Fund, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of the Fund’s assets that may be invested in such repurchase agreements, although the Manager intends to seek to manage Capital Calls to ensure any funds received can be invested in Eligible Component Funds in a timely manner to minimize potential tracking error that may be caused by having a material portion of the Fund’s assets held in temporary investments. The Manager will monitor the creditworthiness of the counterparties with which the Fund enters into repurchase agreement transactions.

The Fund is permitted, under specified conditions, to issue one class of indebtedness and one class of stock senior to its Common Shares if its asset coverage with respect thereto, as defined in the 1940 Act, is at least equal to 300% immediately after such issuance of senior securities representing indebtedness, and 200% immediately after each issuance of senior securities which are stock. The Fund is also permitted to issue promissory notes or other evidences of indebtedness in consideration of a loan, extension, or

renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, provided that its asset coverage with respect to its outstanding senior securities representing indebtedness is at least equal to 300% immediately thereafter. In addition, while any senior securities remain outstanding, the Fund must make provisions to prohibit any distribution to its stockholders or the repurchase of such securities or shares unless it meets the applicable asset coverage ratios at the time of the distribution or repurchase. The Fund may also borrow amounts up to 5% of the value of its gross assets for temporary or emergency purposes without regard to asset coverage. In accordance with its investment objective and strategies set forth in this Registration Statement, the Fund does not currently intend to issue senior securities representing indebtedness for investment purposes. The Fund will, however, treat any outstanding Redemption Shares as senior securities which are stock for purposes of the 1940 Act.

The Fund and its Manager have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund, so long as such investments are made in accordance with the codes’ requirements. A copy of the code of ethics is attached as an exhibit to this Registration Statement. You may also read and copy the code of ethics at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the code of ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov.

The Fund and its Manager have each adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws by the Fund and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. The Fund’s Chief Compliance Officer is responsible for administering these policies and procedures.

The Fund has delegated its proxy voting responsibility to its Manager. The proxy voting policies and procedures of the Manager are set forth below. The guidelines are reviewed periodically by the Manager and the non-interested directors of the Fund, and, accordingly, are subject to change.

In accordance with Rule 206(4)-6 under the Advisers Act, it is the policy of the Manager to vote all proxies in respect of securities in client accounts (“Client Securities”) over which the Manager has voting discretion in a manner consistent with best interests of the Manager’s clients. Given the Manager’s business of investing in private real estate funds (limited partnerships), proxy voting is often not applicable.

The chief compliance officer of the Manager is responsible for ensuring adherence to the Manager’s proxy voting policies and procedures.

The Manager generally will monitor proposed corporate actions and proxy issues regarding Client Securities, and may take any of the following actions based on the best interests of its clients: (i) determine how to vote the proxies, (ii) abstain, or (iii) follow the recommendations of an independent proxy voting service in voting the proxies.

In general, the Manager will determine how to vote proxies based on its reasonable judgment of the vote most likely to produce favorable financial results for its clients. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer’s board of directors and management and maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect. However, the Manager will consider both sides of each proxy issue.

Conflicts of interest between the Manager or a principal of the Manager and the Manager’s clients in respect of a proxy issue conceivably may arise, for example, from personal or professional relationships with a company or with the directors, candidates for director, or senior executives of a company that is the issuer of Client Securities.

If the chief compliance officer of the Manager determines that a material conflict of interest exists, the following procedures shall be followed:

You may obtain information, without charge, regarding how IDR Management voted proxies with respect to its clients’ investments by making a written request for proxy voting information to: Chief Compliance Officer, IDR Investment Management, LLC, 1111 E. Superior Avenue, Suite 1100, Cleveland, OH 44114.

The Fund will be periodically examined by the SEC for compliance with the 1940 Act.

The Fund is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect it against larceny and embezzlement. Furthermore, as a registered closed-end management investment company, the Fund is prohibited from protecting any director or officer against any liability to it or the Stockholders arising from willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect the Fund. For example:

The Sarbanes-Oxley Act requires the Fund to review its current policies and procedures to determine whether it complies with the Sarbanes-Oxley Act and the regulations promulgated thereunder. The Fund will continue to monitor its compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that it is in compliance therewith.

Investment in the Fund involves a high degree of risk and, therefore, is suitable only for sophisticated investors for whom such an investment is not a complete investment program and who are capable of evaluating the risks of the Fund and bearing the risks it represents. There can be no assurance that the Fund will be able to achieve its investment objective or that Stockholders will receive a return on their capital. Investment results may vary substantially. Investors should carefully consider the following information together with any other disclosure materials or memoranda provided by the Fund and consult with their own advisors before making a decision to purchase the Common Shares. The risk factors delineated below, however, do not purport to be a complete explanation of the risks involved in making an investment in the Fund. References to the ODCE Index also apply to the NFI-ODCE Index X.

The Fund is recently incorporated and has no prior operating history upon which a Stockholder can base its prediction of future success or failure.

The Fund’s investment program should be evaluated on the basis that there can be no assurance that the assessment of the prospects of investments by the Manager will prove accurate or that the Fund will achieve its investment objective. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objective and that the net asset value of its Common Stock could decline substantially.

The Manager, as the investment adviser of the Fund, and under the supervision of the Board, will have discretion over the investment of the funds committed to the Fund as well as the ultimate realization of any profits. As such, the pool of funds in the Fund represents a blind pool of funds. Stockholders will be relying on the Manager to conduct the business as contemplated by this Registration Statement.

Stockholders will have no opportunity to control the day-to-day operation, including investment and disposition decisions, of the Fund.

The Manager, under the supervision of the Board, will have sole discretion in structuring, negotiating and purchasing, financing, monitoring and eventually divesting investments made by the Fund. Consequently, Stockholders will not be able to evaluate for themselves the merits of particular investments prior to the Fund making such investments. Accordingly, Stockholders will rely exclusively on the ability of the Manager to select and manage such investments.

The loss of key employees of the Manager may have a detrimental impact on the Fund, its financial conditions and results of operations.

The Fund’s success depends in substantial part upon the skill and expertise of the Manager and the employees employed by the Manager. The loss of any of the Manager’s key employees would likely have a significant detrimental effect on the Fund’s business, financial condition and results of operations. In particular, a loss of key personnel could cause the Fund to be unable to achieve its investment objective, or to suffer a material deviation in performance from the NFI-ODCE X Index that the Fund intends to track.

The Management Agreement and Administration Agreement may be terminated by either party without penalty upon not more than 60 days written notice to the other party.

Both the Management Agreement and Administration Agreement have termination provisions that allow the parties to terminate the agreements without penalty. For example, the Management Agreement may be terminated at any time, without penalty, by the Manager upon 60 days’ notice to the Fund. If either agreement is terminated, it may adversely affect the quality of the Fund’s investment opportunities. In addition, in the event such agreements are terminated, it may be difficult for the Fund to replace its Manager or appoint a new Administrator.

The Board may modify or waive the Fund’s current operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

The Board has the authority to modify or waive the Fund’s current operating policies, investment criteria and strategies without prior notice and without Stockholder approval. The Fund cannot predict the effect any changes to its current operating policies, investment criteria and strategies would have on its business, net asset value, operating results or the value of its shares. However, the effects might be adverse, which could negatively impact the Fund’s ability to pay Stockholders distributions and cause a Stockholder to lose all or part of his or her investment. Moreover, the Fund will have significant flexibility in investing the net proceeds of any offering and may use the net proceeds in ways with which Stockholders may not agree. Finally, since neither the Common Shares nor the Redemption Shares are listed on a national securities exchange, Stockholders will be limited in their ability to sell their shares in response to any changes in the Fund’s operating policies, investment criteria or strategies.

Each Stockholder will bear its share of the expenses of the Fund. Fees and expenses of the Fund will generally be paid regardless of whether the Fund produces positive investment returns.

The Fund is required to pay the Manager a management fee in connection with its management of the Fund’s portfolio. In addition, the Fund will bear all of the other expenses associated with its operation, including its allocable share of overhead and the compensation of personnel retained by the Manager to provide administrative services to the Fund. As a result, the Fund, and indirectly its Stockholders, will bear a material amount of expenses in connection with the Fund’s operation. To the extent the Fund is unable

to achieve sufficiently positive returns to offset such expenses, the Fund may be required to use existing assets to pay its expenses, which could reduce its net asset value and materially and adversely affect its financial condition and results of operations.

The Manager and its officers, directors, controlling persons and any other person or entity affiliated with it acting as the Fund’s agent shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by the Manager or such other person, and the Manager and such other person shall be held harmless for any loss or liability suffered by the Fund, if (i) the Manager has determined, in good faith, that the course of conduct which caused the loss or liability was in the Fund’s best interests, (ii) the Manager or such other person was acting on behalf of or performing services for the Fund, (iii) the liability or loss suffered was not the result of negligence or misconduct by the Manager or an affiliate thereof acting as the Fund’s agent, and (iv) the indemnification or agreement to hold the Manager or such other person harmless is only recoverable out of the Fund’s net assets and not from the Stockholders.

Ownership and transfer limitations contained in the Fund’s charter may restrict Stockholders from acquiring or transferring Shares.

In order for the Fund to qualify as a REIT, no more than 50% of the value of the outstanding Common Stock may be owned, directly or indirectly or through application of certain attribution rules, by five or fewer “individuals” (as defined in the Code) at any time during the last half of a taxable year (other than the first taxable year for which the Fund qualifies as a REIT). To facilitate the Fund’s anticipated qualification as a REIT, among other purposes, the Fund’s charter generally prohibits any person from beneficially or constructively owning more than 9.8% of the value of the Fund’s outstanding Common Stock and preferred stock or 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of the Common Stock, excluding any shares that are not treated as outstanding for federal income tax purposes, unless the Fund’s Board exempts the person from such ownership limitations. Absent such an exemption from the Board, the transfer of the Common Stock to any person in excess of the applicable ownership limit, or any transfer of Common Stock in violation of the other ownership and transfer restrictions contained in the Fund’s charter, may be void under certain circumstances, and the intended transferee of such Common Stock will acquire no rights in such shares. See “Restrictions on Ownership and Transfer” in Item 10.1 below. This ownership limit as well as other restrictions on ownership and transfer of our stock in our charter may:

Certain provisions of the Fund’s charter and bylaws could deter takeover attempts and have an adverse impact on the value of the Fund’s shares.

The Fund’s charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire the

Fund. Under the Fund’s charter, certain charter amendments and certain transactions such as a merger, conversion of the Fund to an open-end company, liquidation, or other transactions that may result in a change of control of the Fund, must be approved by Stockholders entitled to cast at least 80% of the votes entitled to be cast on such matter, unless the matter has been approved by at least two-thirds of our “continuing directors,” as defined in the Fund’s charter, in addition to the approval of the Board generally. Additionally, the Board may, without Stockholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; and a majority of the entire Board may, without Stockholder action, amend the charter to increase the number of shares of any class or series that the Fund have authority to issue. These and other takeover defense provisions may inhibit a change of control in circumstances that could give the holders of shares the opportunity to realize a premium over the value of shares.

The Fund has entered into a royalty-free license to use the name “IDR” which may be terminated if the Manager is no longer the Fund’s investment adviser.

The Fund has entered into a royalty-free license agreement with the Manager. Under this agreement, the Manager has granted the Fund a non-exclusive license to use the name “IDR” The Fund will have the right to use the “IDR” name for so long as the Manager remains the Fund’s investment adviser.

The forum selection clause included in the Fund’s bylaws may hinder the ability of Stockholders to bring claims resulting from their investment in the Fund in a jurisdiction of their choosing.

The Fund’s bylaws include a forum selection provision that generally requires that any claims brought by Stockholders be made in the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division. While such forum selection clause is not applicable to claims brought under federal securities laws, as Section 44 under the 1940 Act generally provides that federal courts shall have exclusive jurisdiction for any suits or actions brought to enforce any liability or duty created under the 1940 Act, the forum selection clause included in the Fund’s bylaws will likely make it more difficult for a Stockholder to successfully pursue litigation against the Fund or those covered by the Fund’s forum selection clause in another jurisdiction, including one that may be more favorable to such Stockholder. In addition, to the extent an active trading market for the Fund’s shares develops in the future, the existence of a forum selection clause may discourage certain investors from acquiring the Fund’s shares, which may hinder the price at which they trade.

The Fund will be subject to a variety of litigation risks, particularly if one or more of its investments face financial or other difficulties.

Legal disputes involving any or all of the Fund, the Manager, its respective members or any of their respective affiliates may arise from the foregoing activities and any other activities relating to the operation of the Fund (or such other persons or other entities) and could have a significant adverse effect on the Fund. In addition, the provision of managerial assistance and/or control with respect to an investment (or a related portfolio company (as discussed above)) exposes the Fund to potential liability. Although such investment or portfolio company may have insurance to protect board of director members (or other analogous persons) from such liability, such insurance may not be obtained by all of the investments or portfolio companies and/or may be insufficient if obtained.

Changes in laws or regulations governing the Fund’s operations may adversely affect the Fund’s business or cause the Fund to alter its business strategy.

The Fund, and the Eligible Component Funds in which the Fund intends to invest, will be subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations,

rulings or regulations could be adopted, including those governing the types of investments the Fund is permitted to make, any of which could harm the Fund and Stockholders, potentially with retroactive effect.

Additionally, any changes to the laws and regulations governing the Fund’s operations relating to permitted investments may cause the Fund to alter its investment strategy to avail itself of new or different opportunities. Such changes could result in material differences to the Fund’s strategies and plans as set forth in this Registration Statement and may result in the Fund’s investment focus shifting from the areas of expertise of the Manager to other types of investments in which the Manager may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on the Fund’s results of operations and the value of a Stockholder’s investment.

Regulations governing the Fund’s operation as a registered closed-end management investment company affect the Fund’s ability to raise additional capital and the way in which it does so. As a registered closed-end management investment company, the necessity of raising additional capital may expose the Fund to risks.

Under the provisions of the 1940 Act, the Fund will be permitted, as a registered closed-end management investment company, to issue senior securities representing indebtedness so long as its asset coverage ratio with respect thereto, defined under the 1940 Act as the ratio of the Fund’s gross assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities representing indebtedness, is at least 300% after each issuance of such senior securities. In addition, the Fund will be permitted to issue additional shares of preferred stock or other senior securities that represent equity, such as Redemption Shares, so long as its asset coverage ratio with respect thereto, defined under the 1940 Act as the ratio of the Fund’s gross assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities representing indebtedness, plus the aggregate involuntary liquidation preference of its outstanding senior securities that are equity, is at least 200% after each issuance thereof. If the value of the Fund’s assets declines, the Fund may be unable to satisfy these tests. If that happens, the Fund may be required to sell a portion of its investments in Eligible Component Funds and, depending on the nature of its leverage, repay a portion of its indebtedness or redeem outstanding senior securities that are equity (including Redemption Shares), in each case, at a time when doing so may be disadvantageous. Also, any amounts that the Fund uses to service its indebtedness or preferred dividends would not be available for distributions to the Fund’s common stockholders. Furthermore, as a result of issuing senior securities, the Fund would also be exposed to typical risks associated with leverage, including an increased risk of loss. If the Fund issues preferred stock, the preferred stock would rank “senior” to Common Shares and Redemption Shares in its capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of the Fund’s common stockholders, and the issuance of shares of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of the Common Shares or otherwise be in a Stockholder’s best interest.

The Fund will not generally be able to issue and sell shares at a price below net asset value per share. The Fund may, however, sell its shares at a price below the then-current net asset value per share if the Board determines that such sale is in the best interests of the Fund and Stockholders, and Stockholders approve such sale. In any such case, the price at which the Fund’s securities are to be issued and sold may not be less than a price that, in the determination of the Board, closely approximates the market value of such securities (less any distributing commission or discount). If the Fund raises additional funds by issuing more shares, then the percentage ownership of Stockholders at that time will decrease, and Stockholders may experience dilution.

The Fund will be prohibited under the 1940 Act from participating in certain transactions with its affiliates without the prior approval of the SEC.

Any person that owns, directly or indirectly, 5% or more of the Fund’s outstanding voting securities will be an affiliate of the Fund for purposes of the 1940 Act and the Fund will generally be prohibited from buying or selling any securities from or to such affiliate. The 1940 Act also prohibits certain “joint” transactions with certain of its affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of the SEC. If a person acquires more than 25% of the Fund’s voting securities, the Fund will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Fund’s ability to transact business with its officers or directors or its affiliates. As a result of these restrictions, the Fund may be prohibited from buying or selling any security from or to any portfolio company of an investment fund managed by the Manager or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to the Fund. In addition, as a result of the foregoing restrictions, we may in certain cases agree to waive certain voting rights with respect to our investments in Eligible Component Funds in order to preserve our ability to purchase and redeem interests in such Eligible Component Funds.

Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with such regulations may adversely affect the Fund.

The Fund will be subject to the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC. The Fund will be required to periodically review its internal control over financial reporting, and evaluate and disclose changes in its internal controls over financial reporting. As a newly-formed company, developing an effective system of internal controls may require significant expenditures, which may negatively impact the Fund’s financial performance and its ability to make distributions. This process will also result in a diversion of management’s time and attention. The Fund cannot be certain as to the timing of the completion of its evaluation, testing and remediation actions or the impact of the same on its operations and the Fund may not be able to ensure that the process is effective or that its internal controls over financial reporting are or will be effective in a timely manner. In the event that the Fund is unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, the Fund may be adversely affected.

In light of recent prior conditions in the U.S. and global financial markets and the U.S. and global economy, legislators and regulators remain focused on the regulation of the financial services industry. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” institutes a wide range of reforms that have had an impact on all financial institutions. Many of the requirements called for in the Dodd-Frank Act will continue to be implemented over time, most of which continue to be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will continue to be implemented by the various regulatory agencies and through regulations, the full impact such requirements will have on the Fund’s business, results of operations or financial condition remains unclear. The changes resulting from the Dodd-Frank Act may require the Fund to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact the Fund’s business, results of operations and financial condition. While the Fund cannot predict what effect any changes in the laws or regulations or their interpretations would have on the Fund as a result of the Dodd-Frank Act, these changes could be adverse to the Fund and the Stockholders.

The Fund may face increasing competition for investment opportunities in Eligible Component Funds, which could delay deployment of its capital, reduce returns and result in losses.

The Fund may compete for investments with other investment companies and investment funds, as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, may invest in the same Eligible Component Funds. As a result of these new entrants, competition for investment opportunities in Eligible Component Funds may intensify. Many of the Fund’s competitors are substantially larger and have considerably greater financial resources than the Fund, which may better position them to acquire available Eligible Component Funds rather than the Fund. Furthermore, many of the Fund’s competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act will impose on the Fund as a registered closed-end management investment company, which may impact their relative ability to close new investments in Eligible Component Funds versus the Fund.

The Fund may be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

The Fund is classified as “non-diversified” under the 1940 Act. As a result, the Fund can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund has a fundamental policy to invest, under normal circumstances, 25% or more of its total assets in REITs or companies that otherwise operate in the real estate industry. In addition, the Fund’s focus on investments in REITs in accordance with its investment objective and strategies makes the Fund vulnerable to a downturn in the real estate sector generally, or to specific events or circumstances, including a rise in borrowing costs for real estate assets, that may materially and adversely impact the real estate investment sector. Any such impact on the real estate investment sector would likely materially and adversely affect the Fund’s results of operations and financial condition.

An investment in the Fund is subject to investment risk, including significant loss of the principal amount invested.

An investment in the Fund represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Real estate-related investments may be more volatile and/or lower than other segments of the securities market. In addition, the Fund’s investments will be illiquid, which may hinder the Fund’s ability to dispose of poorly performing assets in a timely manner, and which may correspondingly limit liquidity for the Stockholders.

An investment in the Fund has limited liquidity because Stockholders will generally have only limited rights to redeem capital from the Fund.

Stockholders will have limited rights to redeem capital from the Fund. As a result, a Stockholder that desires to liquidate his or her investment in the Fund may be unable to do so within a given timeframe, if at all. Therefore, Stockholders must be prepared to bear the financial risks of an investment in shares of the Fund for an indefinite period of time.

If a Stockholder made a cash capital commitment and fails to make cash capital contributions when due to the Fund, and the contributions made by non-defaulting Stockholder that made cash capital

commitments are inadequate to cover the defaulted capital contribution, the Fund may be unable to make required capital contributions to any Eligible Component Funds when due or to meet any other obligations of the Fund when due.

To the extent a Stockholder fails to make a cash capital contribution when due, the Fund may be subjected to significant penalties that could materially adversely affect the returns of the Stockholders (including non-defaulting Stockholder). The consequences of defaulting on a Capital Call are material and adverse to the Defaulted Stockholder. A Defaulted Stockholder may be subject to various remedies as provided further above in Item 8. Further, in the event that a Stockholder who made a cash capital commitment to the Fund fails to make a cash capital contribution when due, the Fund may also not be able to acquire investments in certain Eligible Component Funds.

Investors will not know the purchase price per Common Share at the time they submit their subscription agreements and could receive fewer Common Shares than anticipated if the Fund’s net asset value grows.

The purchase price at which an investor purchases Common Shares will be determined at the time of each Capital Call based on the Fund’s then current net asset value per share. As a result, each investor will subscribe for a fixed dollar amount, rather than a number of Common Shares, and accordingly, may receive fewer Common Shares than he or she anticipated to the extent the net asset value per share of the Fund grows over time. In addition, Stockholders will not know the price at which any Redemption Shares they hold may be redeemed, as such Redemption Shares may be redeemed by the Fund at the Fund’s then current net asset value per share, which may be higher or lower than the net asset value per share at the time a Stockholder receives such Redemption Shares in connection with the Share Repurchase Program.

There is a risk that Stockholders may not receive distributions or that distributions may not grow over time.

The Fund intends to make distributions to Stockholders out of assets legally available for distribution. There is no assurance that the Fund will achieve investment results that will allow it to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage test applicable to the Fund as a registered closed-end management investment company, the Fund may be limited in its ability to make distributions.

The amount of any distributions the Fund may make is uncertain, and any distributions will be authorized in the sole discretion of the Board. Distribution proceeds may exceed the Fund’s earnings, particularly during the period before the Fund has substantially invested the net proceeds. Therefore, portions of the distributions that the Fund makes may be a return of the money that a Stockholder originally invested and represent a return of capital for tax purposes.

The Fund intends, subject to authorization by the Board, to declare distributions on a quarterly basis and pay distributions on a quarterly basis. The Fund will pay these distributions to Stockholders out of assets legally available for distribution. While the Manager may agree to limit the Fund’s expenses to ensure that such expenses are reasonable in relation to the Fund’s income, there can be no assurance that the Fund will achieve investment results that will allow it to make a targeted level of cash distributions or year-to-year increases in cash distributions. The Fund’s ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Registration Statement. In addition, the inability to satisfy the asset coverage test applicable to the Fund as an investment company may limit the Fund’s ability to pay distributions. All distributions will be paid at the sole discretion of the Board and will depend on the Fund’s earnings, financial condition, maintenance of REIT status, compliance with applicable investment company regulations and such other factors as the Board may deem relevant

from time to time. There can be no assurance that the Fund will pay distributions to its Stockholders in the future. In the event that the Fund encounters delays in locating suitable investment opportunities, the Fund may pay all or a substantial portion of its distributions from the proceeds of the offering or from borrowings in anticipation of future cash flow, which may constitute a return of capital. Such a return of capital is not immediately taxable, but reduces a Stockholder’s tax basis in the Fund’s shares, which may result in a Stockholder recognizing more gain (or less loss) when its shares are sold. Distributions from the proceeds of the Fund’s offering or from borrowings also could reduce the amount of capital the Fund ultimately invests in its investments.

Uncertainty relating to the London Interbank Offered Rate (“LIBOR”) calculation process may adversely affect the value of the Fund’s portfolio of Eligible Component Funds and Short-Term Investments.

Concerns have been publicized that some of the member banks surveyed by the British Bankers’ Association (“BBA”) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, interest rates on financial instruments tied to LIBOR, as well as the revenue and expenses associated with those financial instruments, may be adversely affected.

The timing of the Fund’s repurchase offers pursuant to its Share Repurchase Program, and the subsequent repurchase of Redemption Shares issued in connection therewith, may be at a time that is disadvantageous to Stockholders.

When the Fund makes repurchase offers pursuant to the Share Repurchase Program, it may offer to exchange Common Shares for Redemption Shares at a price that is lower than the price that Stockholders originally paid for their respective Common Shares. In addition, when the Fund ultimately repurchases any Redemption Shares issued in connection with its Share Repurchase Program, the price paid for such Redemption Shares, which will equal the Fund’s then current net asset value per share of Common Stock, may be significantly lower than what the holder originally paid in connection with their purchase of the Common Shares. In addition, in the event a Stockholder chooses to participate in the Share Repurchase Program and receives Redemption Shares, the Stockholder will not know what the net asset value per share will be on the repurchase date for such Redemption Shares, which may occur a significant amount of time after the Stockholder receives them in exchange for his or her Common Shares.

Payment for repurchased Common Shares may require the Fund to liquidate portfolio holdings earlier than the Manager otherwise would liquidate such holdings, potentially resulting in losses, and may increase the Fund’s portfolio turnover.

Quarterly repurchases by the Fund of its Common Shares typically will be funded by Redemption Shares or by available cash. However, payment in cash for repurchased Common Shares may require the Fund to liquidate securities of Eligible Component Funds earlier than the Manager would otherwise liquidate such holdings. Such liquidation could potentially result in losses as the Fund may not be able to sell such holdings at their carrying value. Repurchases of Common Shares will tend to reduce the number of outstanding Common Shares and, depending upon the Fund’s investment performance, its net assets. A reduction in the Fund’s net assets may increase the Fund’s expense ratio, to the extent that additional Common Shares are not sold. In addition, the repurchase of Shares by the Fund may be a taxable event to Shareholders.

The Fund (a) may not be able to invest in certain Eligible Component Funds that are oversubscribed or closed, (b) may be able to allocate only a limited amount of assets to an Eligible Component Fund or (c) may have to wait a significant amount of time before the Eligible Component Fund has the capacity to accept the Fund’s subscription.

Investments in certain Eligible Component Funds may be subject to lock-up periods, during which the Fund may not redeem its investment. The Fund may invest a substantial portion of its assets in Eligible Component Funds that follow a particular type of investment strategy, which may expose the Fund to the risks of that strategy. Most of the Fund’s assets will be priced in the absence of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate.

Some of the Eligible Component Funds have made an election to be treated as a REIT for federal tax purposes or operate subsidiaries that have made such an election. Consequently, the tax risks described below under “Material Federal Income Tax Risks” also apply to these Eligible Component Funds or their subsidiaries.

The Fund will make a limited number of investments because it will only be investing in the Eligible Component Funds that comprise the NFI-ODCE X Index.

There are only a limited number of Eligible Component Funds that comprise the NFI-ODCE X Index. As a consequence, the performance of the Fund may be adversely affected by the unfavorable performance of a particular Eligible Component Fund. The performance of the Fund will also be dependent on the performance of the Eligible Component Funds, so the Fund will be relying on the investment management skills and expertise of the managers of the Eligible Component Funds.

The Fund’s investment strategy is subject to tracking risk because Eligible Component Funds may have lower and or more volatile returns than the NFI-ODCE X Index.

The Fund’s allocation of assets between Eligible Component Funds may not produce the desired index-tracking returns. In particular, the Fund may be unable to invest in Eligible Component Funds in exact correlation with the NFI-ODCE X Index. Unexpected fees or expenses could also result in deviations between the respective performance of the NFI-ODCE X Index and the Fund. In addition, the Fund has fees and expenses associated with its operation as a registered closed-end fund, including fees payable to its Manager as well as administrative expenses related to its reporting and compliance obligations, that may cause the performance of the Fund to fall below that of the NFI-ODCE X Index. Depending on the nature of such expenses, any such deviation may be material.

The ability of the Fund to execute on its investment strategy will be a function of the Fund’s ability to attract qualified Stockholders that will invest through the Fund in certain Eligible Component Funds in such amounts as is necessary to track the NFI-ODCE X Index.

There can be no assurance that the Fund will be able to assemble a portfolio of investments in Eligible Component Funds with the necessary diversification and/or amounts deemed necessary to execute on the Fund’s investment strategy, or that the Fund will be able to redeem and commit to other Eligible Component Funds, in order to achieve the desired Eligible Component Fund weightings. In the event that a Stockholder fails to meet a Capital Call when due, the Fund may also not be able to acquire investments in certain Eligible Component Funds. In addition, there can be no assurance that the Fund will be able to rebalance the portfolio from time to time in order to account for, among other things, changes in the NFI-ODCE X Index or changes in the size and composition of the Fund. The Fund may not be able to invest in certain Eligible Component Funds that are oversubscribed or closed, or may be able to allocate only a limited amount of assets to an Eligible Component Fund. The Fund’s investments in certain Eligible Component Funds may be subject to lock-up periods, during which the Fund may not redeem its investment.

The use of leverage, such as borrowing money to purchase properties or securities, may cause an Eligible Component Fund to incur additional expenses and significantly magnify losses in the event of underperformance of the assets purchased with borrowed money.

Generally, the use of leverage also will cause an Eligible Component Fund to have higher expenses (primarily interest expenses) than those of funds that do not use such techniques. In addition, a lender to an Eligible Component Fund may terminate or refuse to renew any credit facility. If the Eligible Component Fund is unable to access additional credit, it may be forced to sell investments at inopportune times, which may have the effect of depressing the returns of the Fund. As a result, the Fund may be subject to the effects of leverage, including the potential material adverse effect on its results of operations, even if it does not borrow funds for investments itself.

The Fund will not invest in real estate directly, but, because the Fund will concentrate its investments in Eligible Component Funds that invest principally in real estate and real estate-related industry securities, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a portfolio exposed to more assets classes and economic sectors. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties.

The following risks may affect real estate markets generally or specific assets and include, without limitation, general economic and social climate, regional and local real estate conditions, the supply of and demand for properties, the financial resources of tenants, competition for tenants from other available properties, the ability of the Eligible Component Funds to manage the real properties, changes in building, environmental, tax or other applicable laws, changes in real property tax rates, changes in interest rates, negative developments in the economy that depress travel activity, uninsured casualties, natural disasters and other factors which are beyond the control of the Fund, and the Manager. Furthermore, changes in interest rates or the availability of debt may render the investment in real estate assets difficult or unattractive. The possibility of partial or total loss of capital will exist and investors should not subscribe unless they can readily bear the consequences of such loss. Many of these factors could cause fluctuations in occupancy rates, rent schedules or operating expenses, resulting in a negative effect on the value of real estate assets. Valuation of real estate assets may fluctuate. The capital value of the Fund’s investments may be significantly diminished in the event of a downward turn in real estate market prices.

There are also special risks associated with particular sectors, or real estate operations generally, as described below:

Moreover, certain expenditures associated with real estate, such as taxes, debt service, maintenance costs and insurance, tend to increase and, in most cases, are not decreased by events adversely affecting rental revenues such as an unforeseen downturn in the real estate market, a lack of investor confidence in the market or a softening of demand. Thus, the cost of operating a property may exceed the rental income thereof. Insurance to cover losses and general liability in respect of properties may not be available or may be available only at prohibitive costs to cover losses from ongoing operations and other risks such as terrorism, earthquake, flood or environmental contamination. Although the Fund intends to confirm that Eligible Component Funds in which it invests maintain comprehensive insurance on its investments in amounts sufficient, in a commercially reasonable manner, to permit replacement in the event of total loss, certain types of losses are uninsurable or are not economically insurable, and the Fund will have no control over whether such insurance is maintained.

There are numerous risks associated with investments in Real Estate-Related Debt and Real Estate-Related Securities that a Stockholder should be aware of prior to investing in the Fund.

The Eligible Component Funds may seek to invest in Real Estate-Related Investments, which may include commercial real estate loans, mortgage loans, CMBS, B-Notes, mezzanine loans, and other similar types of investments. Commercial real estate loans are secured by multifamily or commercial property and are subject to risks of delinquency and foreclosure. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things: tenant mix, success of tenant businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expenses or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, and changes in governmental rules, regulations and fiscal policies, including environmental legislation, natural disasters, terrorism, social unrest and civil disturbances.

In the event of any default under a mortgage loan held by an Eligible Component Fund, the Eligible Component Fund and therefore the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on the Fund’s cash flow from operations. In the event of a default by a borrower on a non-recourse loan, the only recourse for the holder of that investment will be to the underlying asset (including any escrowed funds and reserves) collateralizing the loan. If a borrower defaults on a commercial real estate loan and the underlying asset collateralizing the commercial real estate loan is insufficient to satisfy the outstanding balance of the commercial real estate loan, this may cause a loss of principal or interest for the Eligible Component Fund, the Manager, and ultimately the Fund. In addition, even if with recourse to a borrower’s assets, there may not be full recourse to such assets in the event of a borrower bankruptcy.

Foreclosure of a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on anticipated returns on the foreclosed mortgage loan. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

CMBS evidence interests in or secured by a single commercial mortgage loan or a pool of commercial real estate loans. Accordingly, the mortgage-backed securities which the Fund or an Eligible Component Fund invests in are subject to all of the risks of the underlying mortgage loans.

If an Eligible Component Fund makes or invests in mortgage loans and there are defaults under those mortgage loans, the Fund or the Eligible Component Fund may not be able to repossess and sell the underlying properties in a timely manner. The resulting time delay could reduce the value of the investment in the defaulted mortgage loans. An action to foreclose on a property securing a mortgage loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede the Fund’s ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to the Fund on the mortgage loan.

An Eligible Component Fund may invest in B-Notes. A B-Note is a mortgage loan typically (i) secured by a first mortgage on a single large commercial property or group of related properties and (ii) subordinated to an A-Note secured by the same first mortgage on the same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining for B-Note holders after payment to the A-Note holders. Since each transaction is privately negotiated, B-Notes can vary in their structural characteristics and risks. For example, the rights of holders of B- Notes to control the process following a borrower default may be limited in certain investments. The Fund cannot predict the terms of each B-Note investment and does not have control over the terms of the investments held by an Eligible Component Fund. Further, B-Notes typically are secured by a single property, and so reflect the increased risks associated with a single property compared to a pool of properties.

An Eligible Component Fund may invest in mezzanine loans that take the form of subordinated loans secured by a pledge of the ownership interests of either the entity owning the real property or an entity that owns (directly or indirectly) the interest in the entity owning the real property. These types of investments may involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, the Fund or the Eligible Component Fund may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy the Eligible Fund’s mezzanine loan. If a borrower defaults on the Eligible Component Fund’s mezzanine loan or debt senior to the Eligible Component Fund’s loan, or in the event of a borrower bankruptcy, the Eligible Component Fund’s mezzanine loan will be satisfied only after the senior debt. As a result, the Eligible Component Fund may not recover some or all of the Eligible Component Fund’s investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.

An Eligible Component Funds may acquire interests in subordinated loans and invest in subordinated mortgage-backed securities. In the event a borrower defaults on a subordinated loan and lacks sufficient assets to satisfy the Eligible Component Fund’s loan, there may be a loss of principal or interest. In the event a borrower declares bankruptcy, the holder of the investment may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan.

In general, losses on a mortgage loan included in a securitization will be borne first by the equity holder of the property, then by a cash reserve fund or letter of credit, if any, and then by the “first loss” subordinated security holder. In the event of default and the exhaustion of any equity support, reserve fund, letter of credit and any classes of securities junior to those in which held by the Fund or the Eligible Component Funds, the Fund may not be able to recover all of the Fund’s investment in the securities purchased. In addition, if the underlying mortgage portfolio has been overvalued by the originator, or if

the values subsequently decline and, as a result, less collateral is available to satisfy interest and principal payments due on the related mortgage-backed securities, the securities in which the Fund or the Eligible Component Fund may effectively become the “first loss” position behind the more senior securities, which may result in significant losses to the Fund.

Investments in commercial real estate loans are subject to changes in credit spreads. When credit spreads widen, the economic value of such investments decrease. Even though a loan may be performing in accordance with its loan agreement and the underlying collateral has not changed, the economic value of the loan may be negatively impacted by the incremental interest foregone from the widened credit spread.

Investment in long-term fixed rate debt securities will decline in value if long-term interest rates increase. Additionally, investments in floating-rate debt will be impacted by decreases in interest rates that may have a negative effect on value and interest income. Declines in market value may ultimately reduce earnings or result in losses to the Fund, which may negatively affect cash available for distribution to shareholders.

The value of mortgage-backed securities may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. Mortgage-backed securities are also subject to several risks created through the securitization process. Subordinate mortgage-backed securities are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that the interest payment on subordinate mortgage-backed securities will not be fully paid. Subordinate mortgage-backed securities are also subject to greater credit risk than those mortgage-backed securities that are more highly rated.

There is no guarantee that the Fund will not face environmental problems associated with the real estate underlying the Fund’s investments.

The Eligible Component Funds (and therefore the Fund) could face substantial risk of loss from claims based on environmental problems associated with the real estate underlying the Fund’s investments. Furthermore, changes in environmental laws or in the environmental condition of an asset may create liabilities that did not exist at the time of the acquisition of such investment by the Fund and that could not have been foreseen. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such environmental condition.

There is a risk that the Fund will face problems associated with undisclosed matters presently unknown to the Fund.

In addition to the risk of environmental liability attaching to an investment, it is possible that investments acquired by the Fund could be affected by undisclosed matters. In respect of acquired land, the Fund’s investment in the Eligible Component Fund that owns such land could be affected by undisclosed matters such as legal easements, leases and all charges on property that have been registered and all charges that the acquiring entity is or should have been aware of at the time of the acquisition. Liability could also arise from the breaches of planning legislation and building regulations. Undisclosed breaches of other statutory regimes such as health and safety, fire and public health legislation, could also give rise to liability. The property owner could also be liable for undisclosed duties payable to municipalities and counties as well as public claims deriving from supply to the property of water, electricity and other utilities and services. It is therefore possible that the Fund could acquire an investment affected by such matters, which may have a material adverse effect on the value of such investments.

A significant portion of the Fund’s investment portfolio will be recorded at fair value as determined in good faith by the Board and, as a result, there will be uncertainty as to the value of the Fund’s investments.

Under the 1940 Act, the Fund is required to carry its investments in Eligible Component Funds at market value or, if there is no readily available market value, at fair value as determined by the Board. Typically, there will not be a public market for the investments that the Fund intends to make. The Fund’s investments in Eligible Component Funds are difficult to value by virtue of the fact that they are not publicly traded or actively traded on a secondary market but, instead, are illiquid and often subject to restrictions on transferability. As a result, the Fund will be required to value these investments in Eligible Component Funds quarterly at fair value as determined in good faith by the Board. In connection with such valuation process, the Fund will be required to rely on financial information, including net asset values, provided by the Eligible Component Funds in which it invests in order to determine the fair value of its investment portfolio. Such entities may not provide the required financial information on a regular or timely basis, which may hinder the Fund’s ability to appropriately value its investments. Because such valuations, and particularly valuations of private securities, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have been used if a ready market for these non-traded securities existed or if the Fund tried to sell its investments. Due to this uncertainty, fair value determinations may cause the Fund’s net asset value on a given date to materially understate or overstate the value that the Fund may ultimately realize upon the sale of one or more of its investments.

The Fund may invest in assets with no or limited investment history or performance record upon which the Manager will be able to evaluate their likely performance.

To the extent the NFI-ODCE X Index changes to admit new Eligible Component Funds, the Fund may be required to invest in one or more entities with no or limited operating history, which would be subject to all of the risks and uncertainties associated with a new business, including the risk that such entities will not achieve attractive investment returns. Consequently, the Fund’s profitability, net asset value and share price could be adversely affected, even if it is successful in closely tracking the NFI-ODCE X Index.

Certain investments to be made by the Fund in the Eligible Component Funds are likely to be subject to lock-up periods or a suspension in redemptions.

There can be no assurances that the Fund will be able to sell or otherwise dispose of an investment in the Eligible Component Fund at a time that could be considered economically opportune, or at all. An investment in the Fund has limited liquidity because Stockholders will generally have no rights to redeem capital from the Fund. While the Fund intends to offer to exchange Common Shares for Redemption Shares pursuant to its Share Repurchase Program, the timing of when such Redemption Shares may ultimately be redeemed by the Fund will likely be uncertain, and will be dependent upon the availability of redemption opportunities at the underlying Eligible Component Funds in which the Fund invests. As a result, Stockholders must be prepared to bear the financial risks of an investment in the Fund for an indefinite period of time.

The Fund could experience fluctuations in its quarterly operating results due to a number of factors, including the Fund’s ability or inability to make investments that meet its investment criteria, the yield earned or interest rate payable on the investments in Eligible Component Funds the Fund acquires, the level of its expenses, variations in and the timing of the recognition of realized and unrealized gains or losses,

the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

The payment of underlying portfolio manager fees and other charges could adversely impact the Fund’s returns.

The Fund may invest in Eligible Component Funds where the underlying portfolios may be subject to management, administration and incentive or performance fees, in addition to the fees payable by the Fund. Given that many of the Eligible Component Funds are actively managed real estate focused investment vehicles, the fees and expenses charged by such Eligible Component Funds will likely be materially higher than those charged directly by the Fund, and accordingly, will have a material impact on the income distributed by the Eligible Component Funds in which the Fund invests. As a result, the Fund’s results of operations will likely be materially lower than if the Eligible Component Funds did not charge such fees and expenses to their respective investors, including the Fund.

Exposure to various catastrophic events may have a material effect on global financial markets or specific markets or issuers in which the Fund invests and could have a material adverse effect on the Fund.

The Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Fund invests (or has a material negative impact on the operations of the Manager or the Fund’s service providers), the risks of loss can be substantial and could have a material adverse effect on the Fund.

The impacts of COVID-19 on the operations of the Manager and the performance of the Fund is difficult to predict and the impacts may adversely affect the performance of the Fund.

In December 2019, the virus SARS-CoV-2, which causes the coronavirus disease known as COVID-19, surfaced in Wuhan, China. The disease spread around the world, resulting in the temporary closure of many corporate offices, retail stores, and manufacturing facilities across the globe, as well as the implementation of travel restrictions and remote working and “shelter-in-place” or similar policies by numerous companies and national and local governments. These actions caused the disruption of manufacturing supply chains and consumer demand in certain economic sectors, resulting in significant disruptions in local and global economies. The short-term and long-term impact of COVID-19 on the operations of the Manager and the performance of the Fund is difficult to predict. Any potential impact on such operations and performance will depend to a large extent on future developments and actions taken by authorities and other entities to contain COVID-19 and its economic impact. These potential impacts, while uncertain, could adversely affect the performance of the Fund.

Negative interest rates could have an adverse effect on both the Fund and the value of an investor’s subscription in the Fund.

To the extent the Fund is obligated to pledge cash collateral to secure its obligations under prime brokerage, currency hedging (and other) arrangements, if interest rates are negative, the Fund may be required to pay interest to the secured party at a rate equal to the absolute value of the negative interest rate. Certain U.S. banks, citing Federal Reserve liquidity requirements and/or the costs and/or decreased

profitability of holding capital deposits, have indicated that they intend to impose a negative interest rate and/or a balance sheet utilization fee on certain deposits from certain institutional customers. Certain European and other non-U.S. banks have also adopted similar measures. Negative interest rates and/or fees of this type could have an adverse effect on investment funds, such as the Fund. Further, if interest rates are negative and there are currency fluctuations during the period beginning when an investor funds its subscription and ending on the effective date of its subscription, the investor may be forced to bear such costs, effectively losing money on the cash deposit, and the investor’s subscription amount may be decreased as a result of the fluctuation.

The Manager will rely on proprietary models developed by the Manager and information and data supplied by third parties in order to seek to achieve the Fund’s investment objective.

The Manager will endeavor to re-construct and track the NFI-ODCE X Index on behalf of the Fund in accordance with the Fund’s investment objective. If at any time the internal models and data developed by the Manager prove to be materially incorrect, misleading or incomplete, any decisions made in reliance thereon may expose the Fund to the potential risk that it will fail to accurately track the performance of the NFI-ODCE X Index, and therefore fail to achieve its investment objective. Moreover, any such risk of failure to track the NFI-ODCE X Index will include the risk that the Fund will materially underperform such index. In addition, all models rely on correct market data inputs. If incorrect market data are entered into even a well-founded model, the resulting valuations will be incorrect. Although the Manager will endeavor to rely upon third-party sources of data that it believes to be reasonably accurate, there can be no assurance that data generated from third parties will be accurate. In addition, Stockholders have no assurance that the Fund will achieve its targeted tracking error relative to the NFI-ODCE X Index.

As part of its business, the Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Fund and personally identifiable information of the Stockholders.

Service providers of the Manager, the Fund and especially any sub-administrators of the Fund, may process, store and transmit such information. The Manager has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Manager may be susceptible to compromise, leading to a breach of the Manager’s network. The Manager’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Manager to the Stockholders may also be susceptible to compromise. Breach of the Manager’s information systems may cause information relating to the transactions of the Fund and personally identifiable information of the Stockholders to be lost or improperly accessed, used or disclosed.

The service providers of the Manager and the Fund are subject to the same electronic information security threats as the Manager. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Fund and personally identifiable information of the Stockholders may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of the Manager’s or the Fund’s proprietary information may cause the Manager or the Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Fund and the Stockholders’ investments therein.

Any significant disruption in service to the Fund’s computer systems could materially and adversely affect the Fund’s ability to perform its obligations.

If a catastrophic event resulted in a computer systems outage and physical data loss, the Fund’s ability to perform its obligations would be materially and adversely affected. The satisfactory performance, reliability, and availability of the Fund’s technology and its underlying hosting services infrastructure are critical to the Fund’s operations, level of customer service, reputation and ability to attract new Stockholders and retain existing Stockholders. In the event of damage or interruption, the Fund’s insurance policies may not adequately compensate the Fund for any losses that it may incur. The Fund’s disaster recovery plan has not been tested under actual disaster conditions, and there would be some delay in recovering data and services in the event of an outage. In addition, there is no guarantee that all data would be recoverable.

The Manager has no prior entity experience managing a registered closed-end management investment company or a REIT.

Therefore, the Manager may not be able to successfully operate the Fund’s business or achieve the Fund’s investment objective. While members of the Manager’s management team have significant experience investing in the types of Eligible Component Funds the Fund intends to target, the Manager has no prior entity experience managing a registered closed-end management investment company or a REIT. As a result, an investment in the Fund’s shares may entail more risk than the shares of a comparable company with a substantial operating history.

The 1940 Act and the Code impose numerous constraints on the operations of registered closed-end management investment companies and REITs that do not apply to other types of investment vehicles. Moreover, qualification for REIT tax treatment under subchapter M of the Code requires satisfaction of source-of-income, diversification and other requirements. The failure to comply with these provisions in a timely manner could prevent the Fund from qualifying as a REIT or could force the Fund to pay unexpected taxes and penalties, which could be material. The Manager has no experience managing a registered closed-end management investment company or REIT. Its lack of experience in managing a portfolio of assets under such constraints may hinder the Manager’s ability to take advantage of attractive investment opportunities and, as a result, achieve the Fund’s investment objective.

The Manager and its affiliates, including the Fund’s officers and some of the Fund’s directors, will face conflicts of interest caused by compensation arrangements with the Fund and its affiliates, which could result in actions that are not in the best interests of the Fund or the Stockholders.

The Manager and its affiliates will receive substantial fees from the Fund in return for their services, and these fees could influence the advice provided to the Fund. In particular, as a result of the structure of its Management Fee, the Manager may face an incentive to raise additional equity capital, including through Capital Calls, even when doing so may not be advantageous for the Fund or when appropriate opportunities for investment in Eligible Component Funds may not currently exist. The Manager may also have an incentive to delay the repurchase of Redemption Shares, even if the Fund has available capital to fund such repurchases.

The Manager’s professionals’ time and resources may be diverted due to obligations they have to other clients.

The Manager’s professionals serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Fund, or of investment funds managed by the same personnel. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Fund’s best interests or in the best interest of Stockholders. The Fund’s investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Fund relies on the Manager to manage the Fund’s day-to-day activities and to implement the Fund’s investment strategy. The Manager and certain of its affiliates are currently, and plan in the future to continue to be, involved with activities which are unrelated to the Fund. As a result of these activities, the Manager, its personnel and certain of its affiliates will have conflicts of interest in allocating their time and resources between the Fund and other activities in which they are or may become involved. The Manager and its personnel will devote only as much of its or their time and resources to the Fund’s business as the Manager and its personnel, in their judgment, determine is reasonably required, which may be substantially less than their full time and resources.

Furthermore, the Manager and its affiliates may have existing business relationships or access to material, non-public information that may prevent it from recommending investment opportunities that would otherwise fit within the Fund’s investment objective. These activities could be viewed as creating a conflict of interest in that the time, effort and ability of the members of the Manager and its affiliates and their officers and employees will not be devoted exclusively to the Fund’s business but will be allocated between the Fund and the management of the monies of other advisees of the Manager and its affiliates.

The Fund may face additional competition due to the fact that individuals associated with the Manager are not prohibited from raising money for or managing another entity that makes the same types of investments that the Fund targets.

The Manager’s professionals are not prohibited from raising money for and managing another investment entity that makes the same types of investments as those the Fund targets. For example, certain professionals of the Manager may simultaneously provide advisory services to other affiliated entities. As a result, the Fund may compete with any such investment entity for the same investors and investment opportunities.

Affiliates of the Manager have no obligation to make their originated investment opportunities available to the Manager or to the Fund and such opportunities may be provided to affiliates of the Manager.

To mitigate the foregoing conflicts, the Manager and its affiliates will seek to allocate investment opportunities on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate. Notwithstanding such mitigating efforts, the Manager may face conflicts in allocating limited investment or redemption opportunities in Eligible Component Funds between the Fund and other accounts the Manager or its Senior Investment Professionals may manage or have authority over. As a result, there is a risk that the Fund may be unable to acquire sufficient interests in Eligible Component Funds to meet its investment objective, or that it may lack access to liquidity from its investments to allow it to repurchase Redemption Shares in a timely manner.

By reason of their responsibilities in connection with other activities of the Manager or its respective affiliates and subsidiaries, certain employees of the Manager and their affiliates and subsidiaries may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities.

As a result of their responsibility to the Manager or its respective affiliates, certain employees of the Manager, including the Manager’s Senior Investment Professionals, may receive confidential information about one or more Eligible Component Funds. While the Fund expects only to purchase and redeem interests with the Eligible Component Funds themselves, rather than engaging in trades with third-parties, in certain instances the Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold if such persons have material non-public information in their possession. In such instances, the Fund may fail to participate in a gain or suffer a loss on its investment in a particular Eligible Component Fund that it would have otherwise received or avoided, which may have a material adverse effect on the Fund’s results of operations and financial condition.

Stockholders will bear two layers of fees and expenses: (i) asset-based fees and expenses at the level of the Fund, and (ii) asset-based fees, incentive allocations or fees and expenses at the Eligible Component Fund level.

The Fund’s performance depends in large part upon the performance of the Eligible Component Funds, their managers and selected strategies. Redemption limitations may also restrict the Manager’s ability to terminate investments in Eligible Component Funds. Eligible Component Funds are not publicly traded and, therefore, are not liquid investments. As a result, the Fund will depend on Eligible Component Funds to provide a valuation of the Fund’s investments, which could vary from the actual sale price of the investment that may be obtained if such investment were sold to a third party. Each Eligible Component Fund typically relies upon independent third-party appraisals and such Eligible Component Fund’s asset manager and/or management to provide valuations. In addition to valuation risk, investors of Eligible Component Funds are not entitled to the protections of the 1940 Act. For example, Eligible Component Funds may not have independent boards, may not require shareholder approval of advisory contracts, may employ high leverage, may engage in joint transactions with affiliates, and are not obligated to file financial reports with the SEC. These characteristics present additional risks, including the possibility of risk of loss of a significant portion of the amount invested.

As the Fund generally pursues its investment objective by investing in the Eligible Component Funds, many of which are REITs or pass-through entities that invest in REITs, unless the context indicates otherwise, the risks relating to REITs discussed in this section with respect to the Fund should be understood to relate to the Fund and such REIT entities.

If the Fund Fails to Qualify as a REIT, the Fund Would Be Subject to U.S. Federal Income Tax as a Regular C Corporation and Would Not be Able to Deduct Distributions to Stockholders When Computing its Taxable Income

The Fund plans to elect to be taxed as a REIT commencing with the taxable year ending December 31, 2020, upon filing the 2020 Form 1120-REIT with the Internal Revenue Service. Accordingly, the Fund expects to operate in a manner consistent with REIT qualification rules; however, there can be no assurance that the Fund will qualify as a REIT for the taxable year ending December 31, 2020 or that it will remain so qualified. Determining whether the Fund qualifies as a REIT involves the application of highly technical and complex provisions of the Code to the Fund’s operations for which there are only limited judicial and administrative interpretations. In addition, determining whether the Fund qualifies as a REIT will involve numerous factual determinations concerning matters and circumstances not entirely within the Fund’s control.

If the Fund fails to qualify as a REIT, or qualifies but subsequently ceases to so qualify, the Fund will face serious tax consequences that would substantially reduce the funds available for distribution to the Fund’s Stockholders for each of the years involved because:

Any such corporate tax liability may require the Fund to borrow funds or liquidate some investments to pay any such additional tax liability, which in turn could have an adverse impact on the value of the Common Stock of the Fund.

Although the Fund intends to operate so as to qualify as a REIT, future economic, market, legal, tax or other considerations might cause the Fund to revoke or lose its anticipated REIT status, which could have a material adverse effect on the Fund’s business, future prospects, financial condition or results of operations and could adversely affect the Fund’s ability to successfully implement its business strategy or pay a dividend.

Even if the Fund qualifies as a REIT commencing with the taxable year ending December 31, 2020:

Failure to Make Sufficient Distributions Would Jeopardize the Fund’s Qualification as a REIT and/or Would Subject the Fund to U.S. Federal Income and Excise Taxes

A company must distribute to its Stockholders with respect to each taxable year at least 90% of its taxable income (computed without regard to the dividends paid deduction and net capital gain and net of any available net operating losses (“NOLs”)) in order to qualify as a REIT, and 100% of its taxable income

(computed without regard to the dividends paid deduction and net capital gain and net of any available NOLs) in order to avoid U.S. federal income and excise taxes. For these purposes, the non-TRS subsidiaries of a company that qualify as a REIT will be treated as part of such company and therefore such company will also be required to distribute out the taxable income of such subsidiaries. To the extent that the Fund satisfies the 90% distribution requirement, but distributes less than 100% of its REIT taxable income, the Fund will be subject to U.S. federal income tax on its undistributed taxable income. In addition, the Fund will be subject to a 4% nondeductible excise tax if the actual amount that it pays out to its Stockholders for a calendar year is less than a minimum amount specified under the Code.

Generally, the Fund expects to distribute all or substantially all of its REIT taxable income. However, the Fund may decide to utilize its existing NOLs, if any, to reduce all or a portion of its taxable income in lieu of making corresponding distributions to its Stockholders. If the Fund’s cash available for distribution falls short of its estimates, the Fund may be unable to maintain the proposed quarterly distributions that approximate its taxable income and, as a result, may be subject to U.S. federal income tax on the shortfall in distributions or may fail to qualify as a REIT. The Fund’s cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for U.S. federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, the creation of reserves or required debt service or amortization payments.

The underlying Eligible Component Funds in which the Fund intends to invest are generally expected to be treated as REITs or partnerships for U.S. federal income tax purposes. With respect to the underlying Eligible Component Funds treated as partnerships for U.S. federal income tax purposes, the Fund will be deemed to own its proportionate share of the assets of such underlying Eligible Component Funds based on the Fund’s interest in each such Eligible Component Fund and will be deemed to have earned its allocable share of the partnership income of each underlying Eligible Component Fund based on the Fund’s interest in such underlying Eligible Component Fund. The Fund cannot guarantee its continued qualification as a REIT, including, but not limited to, instances in which: (1) an underlying Eligible Component Fund owns all or any part of its assets through lower-tier entities treated as partnerships for U.S. federal income tax purposes, (2) the underlying Eligible Component Funds (or the lower-tier entities treated as partnerships in which they own interests) do not timely report to the Fund the amounts and character of income earned by them, (3) the underlying Eligible Component Funds (or the lower-tier entities treated as partnerships in which they own interests) do not timely report to the Fund acquisitions and dispositions of assets owned by them, (4) the underlying Eligible Component Funds (or the lower-tier entities treated as partnerships in which they own interests) do not make timely distributions of their cash flow to the Fund, (5) the Fund does not have the ability to prevent the underlying Eligible Component Funds (or the lower-tier entities treated as partnerships in which they own interests) from engaging in transactions that will produce non-qualifying income for purposes of the REIT income tests and (6) the Fund does not have the ability to prevent the underlying Eligible Component Funds (or the lower-tier entities treated as partnerships in which they own interests) from purchasing non-qualifying assets or disposing of qualified assets for purposes of the REIT asset tests.

The Fund may Declare a “Consent Dividend” Which Would Result in Stockholders Experiencing “Phantom Income”

The Fund may declare “consent dividends” as may be necessary or appropriate to ensure or maintain its status as a REIT for U.S. federal income tax purposes and to avoid the imposition of any federal income or excise tax. A consent dividend is a hypothetical distribution (as distinguished from an actual

distribution) that is treated for U.S. federal income tax purposes as if it were distributed in money by the Fund to its Stockholders on the last day of the Fund’s taxable year, received by the Fund’s Stockholders on that day, and immediately contributed by the Fund’s Stockholders.

Legislative or Other Actions Affecting Entities That Qualify As REITs, Including Adverse Change in Tax Laws, Could Have a Negative Effect on the Fund or its Stockholders

At any time, the U.S. federal income tax laws governing entities that qualify as REITs or the administrative interpretations of those laws may be amended or changed. Federal, state and local tax laws are constantly under review by persons involved in the legislative process, the IRS, the U.S. Department of the Treasury, and state and local taxing authorities. The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If such changes occur, the Fund may be required to pay additional taxes on its assets or income following its qualification as a REIT. These increased tax costs could adversely affect the Fund’s financial condition, results of operations and the amount of cash available for payment of dividends. Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect the Fund or its Stockholders.

The Fund cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative interpretations applicable to the Fund or its Stockholders may be changed. Accordingly, any such change may significantly affect the Fund’s ability to qualify as a REIT, or the U.S. federal income tax consequences to a Stockholder of the Fund.

The Board Will Be Able to Unilaterally Revoke the Fund’s Anticipated Election to Be Taxed as a REIT Following the Fund’s Anticipated Qualification as a REIT, and This May Have Adverse Consequences for the Fund’s Stockholders

The Fund’s charter provides that its Board may revoke or otherwise terminate its REIT election without the approval of the Fund’s Stockholders, if the Board determines that it is no longer in the Fund’s best interests to elect to be taxed as a REIT for U.S. federal income tax purposes. If the Fund does not elect to, or revokes its election to, be so taxed, the Fund will not be allowed to deduct dividends paid to Stockholders in computing the Fund’s taxable income, and will be subject to U.S. federal income tax at regular corporate rates and state and local taxes, which may adversely impact the Fund’s total return to its Stockholders.

The Fund May Not Realize the Anticipated Benefits to Stockholders, Including the Achievement of Significant Tax Savings for the Fund and Regular Distributions to the Fund’s Stockholders

Even if the Fund successfully qualifies and remains qualified as a REIT, there can be no assurance that the Fund’s Stockholders will experience benefits attributable to the Fund’s qualification and taxation as a REIT, including the Fund’s ability to reduce its corporate level federal tax through distributions to Stockholders and to make regular distributions to Stockholders. The realization of the anticipated benefits to Stockholders will depend on numerous factors, many of which are outside the Fund’s control. In addition, future cash distributions to Stockholders will depend on the Fund’s cash flows, as well as the impact of alternative, more attractive investments as compared to dividends. Further, changes in legislation or the federal tax rules could adversely impact the benefits of being a REIT.

U.S. Federal Tax Reform Legislation Now and in the Future Could Affect REITs Generally and the Fund’s Results of Operations, Both Positively and Negatively, in Ways that are Difficult to Anticipate

The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) represented sweeping tax reform legislation that made significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules. As a REIT, the Fund is generally not required to pay federal taxes otherwise

applicable to regular corporations if it complies with the various tax regulations governing REITs. Stockholders, however, are generally required to pay taxes on REIT dividends. The 2017 Act and future tax reform legislation could impact the Fund’s share price or how Stockholders and potential investors view an investment in REITs. For example, the decrease in corporate tax rates in the 2017 Act could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs. The overall impact of the 2017 Act also depends on the future interpretations and regulations that may be issued by U.S. tax authorities, and it is possible that future guidance could adversely impact the Fund.

Pursuant to the Fund’s charter and bylaws, the Fund’s business and affairs are managed under the direction of the Board. The responsibilities of the Board include, among others, the oversight of the Fund’s investment activities, the quarterly valuation of the Fund’s assets, and oversight of its financing arrangements and corporate governance activities. The Board currently has an Audit Committee and a Nominating and Corporate Governance Committee and may establish additional committees from time to time as it deems necessary or appropriate. Each director will serve until the expiration of such director’s term and until his or her successor is duly elected. Although the number of directors may be increased or decreased, a decrease will not have the effect of shortening the term of any incumbent director. Any director may resign at any time and may be removed by the stockholders only for cause (as such term is defined in the Fund’s charter) and then only upon the affirmative vote of at least two-thirds of all the votes entitled to be cast generally in the election of directors.

Any vacancy on the Board for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy on the Board created by an increase in the number of directors may be filled by a majority vote of the entire Board.

The Board will consist of five members, three of whom are not “interested persons” of the Fund or the Manager as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). As the Fund is not required to hold regular annual meetings of stockholders, the directors are elected for indefinite terms.

Information regarding our Board of Directors is set forth below. We have divided the directors into two groups—interested directors and independent directors. The address for each director is c/o IDR Core Property Index Fund Ltd., 1111 E. Superior Avenue, Suite 1100, Cleveland, OH 44114.

The following directors are “interested persons” as defined in the 1940 Act.

The following directors are not “interested persons” as defined in the 1940 Act.

The Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Fund and protecting the interests of its stockholders. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.

Gary A. Zdolshek. Mr. Zdolshek is a Director, Chairman of the Board, Chief Executive Officer, and President of IDR Core Property Index Fund Ltd. Mr. Zdolshek has been a Director, Chief Executive Officer and President of the Fund since 2019, and has been the Chairman of the Board since 2020. Mr. Zdolshek is also the Chief Executive Officer and Director of IDR Investment Management, LLC. Mr. Zdolshek has more than forty years of experience as a real estate adviser, investment banker and principal investor, and founded Investors Diversified Realty, LLC in 2006. From 2001 to 2006, Mr. Zdolshek was a principal investor and adviser to several real estate transactions totaling more than $500 million in equity. Prior to that, as a Managing Director and Principal at Brown Gibbons, Lang and Company (“BGL”), from 1997 to 2001, he was in charge of the Real Estate and Structured Finance Group, representing an investor group in the purchase of more than $1 billion of distressed and defaulted Japanese bank debt on properties in the Hawaiian Islands. Mr. Zdolshek represented the board of directors for Lexford Properties, a publicly held REIT in its sale to Equity Residential (NYSE: EQR) for approximately $750 million. Prior to joining BGL, Mr. Zdolshek was the Senior Managing Director of McDonald and Company’s Real Estate and Structured Finance Group from 1980 to 1996. There, Mr. Zdolshek was Chairman of the Firm’s Commitment Committee and Member of its Equity and Investment Committee. Mr. Zdolshek’s group executed more than $5 billion in real estate capital markets transactions representing various private placements, debt and equity real estate transactions. Mr. Zdolshek began his career as an auditor with Peat, Marwick, Mitchell & Co. Mr. Zdolshek received his undergraduate degree in Finance from the University of Cincinnati.

Thomas J. Bartos. Mr. Bartos is a Director, the Chief Financial Officer and Treasurer of IDR Core Property Index Fund Ltd. Mr. Bartos has served as the Chief Financial Officer and Treasurer of the Fund since 2019. Mr. Bartos has been a Director of the Fund since 2019. Mr. Bartos has more than thirty-six years’ experience in accounting, auditing and compliance. Mr. Bartos has served as Chief Financial Officer of IDR Investment Management, LLC since 2017. Prior to that, he was Manager of Internal Audit at the Salt River Pima Maricopa Indian Community in Scottsdale, Arizona, having started there in 2012. Mr. Bartos also previously served as Chief Compliance Officer of MAI Wealth Advisors in Cleveland, Ohio from 2005 to 2011. Mr. Bartos was Chief Operating Officer at Verus Investments from 2003 through 2004.

From 2000 through 2002, Mr. Bartos served as the Chief Operating Officer at Shaker Investments. Prior to serving as Chief Compliance Officer at Shaker Investments, he was Senior Managing Director in the Investment Banking Group at McDonald Investments from 1998 to 2000. He had been Director of Internal Audit for McDonald Investments Inc. from 1993 to 1998. Mr. Bartos began his career in public accounting in the Cleveland office of Ernst & Young, from 1979 to 1990. Mr. Bartos is a member of the American Institute of Certified Public Accountants. Mr. Bartos received his undergraduate degree in Business from Bowling Green State University and a Master of Business Administration from the University of Notre Dame.

Geoffery Dohrmann. Mr. Dohrmann is a Director of IDR Core Property Index Fund Ltd. Mr. Dohrman has been a Director of the Fund since 2020. Mr. Dohrmann has more than thirty years of experience with institutional communications in the area of private and public real estate. Mr. Dohrmann is the founder, President and Chief Executive Officer, and Director of Institutional Real Estate, Inc. (“IREI”), which was established in 1987. IREI is a publishing and consulting company focused on meeting the information needs of the institutional real estate, infrastructure and private wealth advisory investment communities. Mr. Dohrmann also serves as publisher and editor-in-chief of several industry publications, including Institutional Real Estate Americas, Institutional Real Estate Europe, Institutional Real Estate Asia Pacific, FundTracker, Institutional Investing in Infrastructure, Real Assets Adviser and Institutional Real Estate Newsline, as well as numerous special reports and several email news alert services. In addition, he is a co-founder of the IREI Institute for Real Estate Operating Companies, a networking and educational organization serving the interests of institutional investors, investment managers and real estate operating companies. Mr. Dohrmann also serves as a Trustee of the Bailard Real Estate Fund, a non-listed, private real estate investment trust. He also has served as a trustee, from 2000 through 2010, of Lexington Realty Trust (NYSE: LXP), a New York–based real estate investment trust. From 2002 through 2007, he was a director and chairman of the charter board of managers for the J.P. Morgan Real Estate Income & Growth Fund, an open-end diversified real estate investment fund. He currently serves on the advisory boards for the following organizations: Builders Realty Capital, the Marcus & Millichap Companies, Amero Global Investors, and Redhill Realty Investors. Mr. Dohrmann has lectured on institutional real estate market-related matters at the business schools of the University of California, Berkeley, the University of Chicago, Stanford University, Harvard University, Northwestern University, the University of North Carolina and Yale University. Mr. Dohrmann is a Fellow of the Homer Hoyt Institute and the American Real Estate Society, a member of the Counselors of Real Estate, and a past member of the Board of Directors for the American Real Estate Society, as well as the San Francisco Architectural Heritage. Mr. Dohrmann received his undergraduate degree in Psychology from University of California, Berkeley.

Lawrence Wolf. Mr. Wolf is a Director of IDR Core Property Index Fund Ltd. Mr. Wolf has been a Director of the Fund since 2020. Mr. Wolf has more than thirty-five years of experience as a tax professional and in family office investment management. He is currently the Chief Executive Officer of Red Diamond, Ltd., a family office. Mr. Wolf spent the first fifteen years of his career, from 1984 to 1999, in the Tax Department at Arthur Andersen in the Cleveland, Ohio office. He specialized in working with closely held businesses and financial planning for high-net-worth clients while serving on a multitude of teams during his tenure, including the firmwide International Tax Team. Mr. Wolf left the firm in 1999 as a partner to become the founder and Chief Executive Officer of Red Diamond Ltd, a single-family office serving a Midwest client who ultimately sold their 2,500-employee automotive supply business. As Chief Executive Officer, Mr. Wolf has worked closely with the family in the acquisition and sale of numerous closely held businesses and served on the Board of all family-owned businesses while preserving and growing the family’s wealth. He is also the President of the family’s private foundation and serves as the president of the family’s newly created Ohio Family Trust Company. Mr. Wolf previously served as a member of Bank of New York Mellon’s Family Office Advisory Board and currently continues to be a longstanding member on Greycourt’s Advisory Board. As an active member of the family office community, Mr. Wolf founded the Cleveland Area Family Exchange in 2001, a network of single- and

multi-family offices in Northeast Ohio and serves as its President. In addition, he is a founding member of FORGE (Family Office Regional Group of Executives), created in 2009, which is one of the largest networks of single family offices in the United States. Mr. Wolf is a member of the American Institute of Certified Public Accountants. Mr. Wolf received his BSBA in Business Administration and Management from Miami University.

Steven Reiff. Mr. Reiff is a Director of IDR Core Property Index Fund Ltd. Mr. Reiff has been a Director of the Fund since 2020. Mr. Reiff has over thirty years of experience in investment management and wealth management. After his retirement from BNY Mellon Wealth Management (“BNY Mellon”) in 2017, Mr. Reiff served as the President of Beechmax, Inc., and as the Chief Executive Officer of Comax Partners LP., the general partner and limited partnership of the family office for John F. and Rhodora Donahue. Mr. Reiff worked at BNY Mellon from 1999 to 2014. From 2008 to 2014, Mr. Reiff served as the National Director of Investment Solutions and Investment Advisory for BNY Mellon, a wealth manager whose assets under management totaled more than $100 billion. In this role, Mr. Reiff oversaw the design of the investment architecture, product strategy, product development and investment advisory functions. As part of this position, Mr. Reiff also chaired the Solution Strategy Committee. At BNY Mellon, Mr. Reiff also served on the majority of the investment committees that were responsible for strategy, asset allocation and investment solutions for all clients. During his career at BNY Mellon, Mr. Reiff designed and developed more than thirty mutual funds with an estimated $20 billion dollars in assets invested in Dreyfus and BNY Mellon funds. Concurrent with his other responsibilities at BNY Mellon, from 2011 to 2013, Mr. Reiff served as the Chief Investment Officer for Lockwood Advisors, a BNY Mellon/Pershing company serving financial advisors and their clients. Mr. Reiff then served as Lockwood’s Chief Investment Strategist and as co-chair of the Investment Advisory Committee from 2013 to 2015. In those roles, Mr. Reiff was charged with overseeing all investment decisions, strategies and models for client use where Lockwood acted as an investment manager. Mr. Reiff’s experience in board management includes serving on the board of the publicly held company Alcentra Capital Corporation (“ABDC”). During his term on the board of ABDC, from 2017 to 2018, Mr. Reiff served as the lead independent director, chairman of the valuation committee, and member of the audit committee, nominating and corporate governance committee, compensation committee and advisory agreement oversight committee. Before joining BNY Mellon, from 1997 to 1999, Mr. Reiff was a managing partner of Bank One’s Investor Advisors’ Wealth Management business. Mr. Reiff’s initial experience in investment management began working as a Director of Marketing at Glenwood Partners from 1995 to 1997, where he assisted clients in their investments in alternative strategies and alternative asset classes. Mr. Reiff received his undergraduate degree in Business Management from the University of Notre Dame.

The address for each executive officer is c/o IDR Core Property Index Fund Ltd., 1111 E. Superior Avenue, Suite 1100, Cleveland, OH 44114. We are not part of a “fund complex” as that term is defined in the Form N-2.

The Board annually determines each director’s independence. A director is not considered to be independent unless the Board has determined that he or she has no material relationship with the Fund. The Fund monitors the relationships of its directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

In order to evaluate the materiality of any such relationship, the Board uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director shall be considered to be independent if he or she is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the 1940 Act.

The Board has determined that each of the directors is independent and has no relationship with the Fund, except as a director and stockholder, with the exception of Gary A. Zdolshek, as a result of his position as the Fund’s Chief Executive Officer and President and as Chief Executive Officer of the Manager and Thomas J. Bartos, as a result of his position as the Fund’s Chief Financial Officer and Treasurer.

The Board monitors and performs an oversight role with respect to the Fund’s business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements and the Fund’s services and expenses and performance of the Fund’s service providers. Among other things, the Board approves the appointment of the Manager and the election of the Fund’s executive officers, reviews and monitors the services and activities performed by the Manager and executive officers and

approves the engagement, and reviews the performance of, the Fund’s independent registered public accounting firm.

Under the Fund’s bylaws, the Board may designate a Chairman to preside over the meetings of the Board and meetings of the Stockholders and to perform such other duties as may be assigned to him or her by the Board. The Fund does not have a fixed policy as to whether the Chairman of the Board should be an Independent Director and believes that the Fund should maintain the flexibility to select the Chairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of the Fund and Stockholders at such times.

Presently, Gary A. Zdolshek serves as the Chairman of the Board. Mr. Zdolshek is an “interested person” of the Fund as described above. The Fund believes that Mr. Zdolshek’s extensive knowledge of the financial services industry, and the investment valuation process, in particular, qualify him to serve as the Chairman of the Board.

The Board does not currently have a designated lead Independent Director. The Fund is aware of the potential conflicts that may arise when a non-Independent Director is Chairman of the Board, but believes these potential conflicts are offset by the Fund’s strong corporate governance policies. The Fund’s corporate governance policies include regular meetings of the Independent Directors in executive session without the presence of interested directors and management, the establishment of audit and nominating and corporate governance committees comprised solely of Independent Directors and the appointment of a Chief Compliance Officer, with whom the Independent Directors meet regularly without the presence of interested directors and other members of management, who is responsible for administering the Fund’s compliance policies and procedures.

The Fund recognizes that different board leadership structures are appropriate for companies in different situations. The Fund re-examines its corporate governance policies on a regular basis to ensure that they continue to meet the needs of the Fund.

The Board performs its risk oversight function primarily through (i) its two standing committees, which report to the entire Board and are comprised solely of Independent Directors, and (ii) active monitoring of the Fund’s Chief Compliance Officer and the Fund’s compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee and Nominating and Corporate Governance Committee assist the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include establishing guidelines and making recommendations to the Board regarding the valuation of the Fund’s investments, and overseeing the Fund’s accounting and financial reporting processes, systems of internal controls regarding finance and accounting, and audits of the Fund’s financial statements. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by Stockholders, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and the Fund’s management.

The Board also performs its risk oversight responsibilities with the assistance of the Fund’s Chief Compliance Officer. The Board annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of the Fund’s compliance policies and procedures and those of the Fund’s service providers. The Chief Compliance Officer’s annual report addresses at a minimum (i) the operation of the Fund’s compliance policies and procedures and those of the Fund’s service providers since the last report; (ii) any material changes to such policies and procedures since the last report; (iii) any

recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee the Fund’s compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors at least quarterly.

The Fund believes that the Board’s role in risk oversight is effective and appropriate given the extensive regulation to which the Fund is already subject as a registered closed-end management investment company. The Fund recognizes that different board roles in risk oversight are appropriate for companies in different situations. The Fund will re-examine the manner in which the Board administers its oversight function on an ongoing basis to ensure that they continue to meet the Fund’s needs.

The Audit Committee is responsible for establishing guidelines and making recommendations to the Board regarding the valuation of the Fund’s investments; selecting, engaging and discharging its independent accountants, reviewing the plans, scope and results of the audit engagement with the Fund’s independent accountants; approving professional services provided by the Fund’s independent accountants (including compensation therefor); reviewing the independence of the Fund’s independent accountants and reviewing the adequacy of the Fund’s internal controls over financial reporting. The members of the Audit Committee will be Geoffery Dohrmann, Lawrence Wolf and Steven H. Reiff, all of whom are independent. Lawrence Wolf will serve as the Chairman of the Audit Committee and the Board has determined that Lawrence Wolf is an “audit committee financial expert” as defined under SEC rules.

The Nominating and Corporate Governance Committee selects and nominates directors for election by Stockholders, selects nominees to fill vacancies on the Board or a committee thereof, develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board and management. The committee will be composed of Geoffery Dohrmann, Lawrence Wolf and Steven H. Reiff. Steven H. Reiff will serve as Chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consider qualified director nominees recommended by stockholders when such recommendations are submitted in accordance with any applicable law, rule or regulation regarding director nominations. When submitting a nomination for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age and address; principal occupation during the past five years; current directorships on publicly held companies and investment companies; number of shares owned, if any; and, a written consent of the individual to stand for election if nominated by the Board and to serve if elected by Stockholders.

In evaluating director nominees, the members of the Nominating and Corporate Governance Committee consider the following factors:

The Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings to the Fund a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing there are no stated minimum criteria for director nominees, although the members of the Nominating and Corporate Governance Committee may consider such other factors as they may deem are in the best interests of the Fund and Stockholders. The Nominating and Corporate Governance Committee also believes it appropriate for certain key members of management to also serve as Directors.

The members of the Nominating and Corporate Governance Committee identify nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Fund’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the independent members of the Board identify the desired skills and experience of a new nominee in light of the criteria above. The entire Board is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. The Board and the Nominating and Corporate Governance Committee have not engaged any third parties to identify or evaluate or assist in identifying potential nominees, although each reserves the right in the future to retain a third party search firm, if necessary.

The directors who do not also serve in an executive officer capacity for the Fund or the Manager are entitled to receive an annual cash retainer fee of $35,000, which will be payable quarterly in arrears. These directors will be Geoffery Dohrmann, Lawrence Wolf and Steven H. Reiff. In addition, the chairman of the audit committee will receive an additional annual retainer of $15,000, while the chairman of the Nominating and Corporate Governance Committee will receive an additional annual retainer of $15,000.

The Fund will also reimburse each of the above directors for all reasonable and authorized business expenses in accordance with its policies as in effect from time to time, including reimbursement of

reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting. The above directors do not receive any pension or retirement benefits from the Fund.

The Fund does not pay compensation to directors who also serve in an executive officer capacity for the Fund or the Manager.

The Fund’s executive officers will not receive any direct compensation from the Fund. The Fund does not currently have any employees and does not expect to have any employees. Services necessary for the Fund’s business are provided by individuals who are employees of the Manager or the Administrator or their affiliates or by individuals who were contracted by such entities to work on behalf of the Fund, pursuant to the terms of the Management Agreement and Administration Agreement. Each of the Fund’s executive officers is an employee of the Manager or the Administrator or an affiliate thereof, or an outside contractor, and the day-to-day investment operations and administration of the Fund’s portfolio are managed by the Manager. In addition, the Fund reimburses the Administrator for the Fund’s allocable portion of expenses incurred by the Administrator, as applicable, in performing its obligations under the Administration Agreement, including the allocable portion of the cost of the Fund’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary and other administrative support personnel under the Administration Agreement.

The Management Agreement provides that the Manager and its officers, directors, controlling persons and any other person or entity affiliated with it acting as the Fund’s agent shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by the Manager or such other person, and the Manager and such other person shall be held harmless for any loss or liability suffered by the Fund, if (i) the Manager has determined, in good faith, that the course of conduct which caused the loss or liability was in the Fund’s best interests, (ii) the Manager or such other person was acting on behalf of or performing services for the Fund, (iii) the liability or loss suffered was not the result of negligence or misconduct by the Manager or an affiliate thereof acting as the Fund’s agent, and (iv) the indemnification or agreement to hold the Manager or such other person harmless is only recoverable out of the Fund’s net assets and not from Stockholders.

The Manager, a Delaware limited liability company, acts as the investment adviser of the Fund. The principal office of the Manager is located at 1111 E. Superior Ave, Suite 1100, Cleveland, OH 44114.

The Manager provides investment management and administrative services to the Fund. The Manager is owned by its key investment professionals through an affiliate of IDR and by USAA Realco. The Manager is registered as an investment adviser with the SEC under the Advisers Act.

The Manager’s services under the Management Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Fund are not impaired.

Pursuant to the Management Agreement, the Fund has agreed to pay the Manager the Management Fee for services rendered under the Management Agreement. The Management Fee is payable quarterly in arrears. Management Fees for any partial quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter. The Management Fee will be calculated at an annual rate of 0.40% of the Fund’s net assets at the end of the most recently completed calendar quarter. The Manager has agreed to waive 0.10% of its management fee that it would otherwise be entitled to under the Management Agreement during the first 24 months following the Fund’s initial closing. As a result, the base management fee due under the Management Agreement will be 0.30% during such period. The Manager will not be entitled to receive any other advisory fees (including any incentive fee) under the Management Agreement, other than the Management Fee.

The investment team of the Manager and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and related expenses and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Manager. The Manager may defer all or a portion of any administrative expenses in its sole discretion for up to five years from the date such expenses were initially incurred. The Fund bears all other costs and expenses of its operations and transactions, including (without limitation):

reviews of prospective investments and advisory fees as well as expenses associated with such activities;

A discussion regarding the basis for the Board’s approval of the Management Agreement will be included in the Fund’s first annual or semi-annual report filed subsequent to completion of any such board action pertaining thereto.

Deferral of Certain Organization and Offering Expense Reimbursement Payments

In connection with the Management Agreement, our Manager has agreed to receive reimbursement from us of organization and offering expenses it has paid on our behalf in an amount of up to 0.50% (50 basis points) of the aggregate gross proceeds of the offering of our securities until all of the organization and offering expenses incurred and/or paid by our Manager have been recovered. In addition, the Manager may elect to defer in its sole discretion the reimbursement of all or a portion of any such expenses for a period of up to five years from the date such expenses were initially incurred.

Unless earlier terminated as described below, the Management Agreement will remain in effect for an initial two-year period, and thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of the outstanding voting securities, including, in either case, approval by a majority of the directors who are not parties to such agreement or who are not “interested persons” of any such party, as such term is defined in Section 2(a)(19) of the 1940 Act. The Management Agreement will automatically terminate in the event of its assignment. The Management Agreement may also be terminated by either party without penalty upon not more than 60 days written notice to the other party.

The Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s services under the Management Agreement or otherwise as an investment adviser of the Fund.

The management of the Fund’s investment portfolio will be the responsibility of the Manager and its team of investment professionals, which currently includes Gary A. Zdolshek, the Fund’s Chief Executive Officer and President, Thomas J. Bartos, the Fund’s Chief Financial Officer and Treasurer, Garrett E. Zdolshek, the Fund’s Chief Investment Officer, and Brian Thomas, the Fund's Secretary. Those investment professionals are referred to collectively as the Fund’s “Senior Investment Professionals.” The Senior Investment Professionals are supported by a team of additional investment professionals that are referred to together with the Senior Investment Professionals as the Fund’s “Investment Team.” The Senior Investment Professionals are responsible for the Fund’s day-to-day operations on behalf of the Manager

and are responsible for developing, recommending and implementing the Fund’s investment strategy. For more information regarding the business experience of each Senior Investment Professional, see the disclosure set forth under Item 9.1(a). All final investment decisions must be approved by Garrett E. Zdolshek, who is considered to be the Fund’s portfolio manager. The Manager’s investment professionals are not employed by the Fund, and receive no compensation from the Fund in connection with their portfolio management activities.

The Fund’s executive officers, certain of the Fund’s directors and certain finance professionals of the Manager are also officers, directors, managers, and/or key professionals of other entities affiliated with the Manager. These persons have legal obligations with respect to those entities that are similar to their obligations to the Fund. In the future, these persons and other affiliates of the Manager may organize other investment programs and acquire for their own account investments that may be suitable for the Fund, including using investment strategies similar to those they apply for the Fund.

As of the date of this Registration Statement, Garrett E. Zdolshek, as the portfolio manager primarily responsible for the day-to-day management of the Fund, does not presently serve in a similar capacity for any other registered investment companies. In addition, while he has done so in the past and may do so again in the future, Garrett E. Zdolshek does not presently manage any other pooled investment vehicles or other accounts.

The Fund’s portfolio manager serves or may serve as an officer, director or principal of entities that operate in the same or related lines of business as the Fund or of investment funds managed by the Manager or affiliates of the Fund. Accordingly, they may have obligations to investors in those entities that may require him to devote time to services for other entities, which could interfere with the time available to provide services to the Fund. In addition, although other investment funds managed by the Manager may have different primary investment objectives than the Fund, they may from time to time invest in asset classes similar to those targeted by the Fund. The Manager is not restricted from raising an investment fund with investment objectives similar to the Fund’s. Furthermore, the Fund may not be given the opportunity to participate in certain investments made by such entities.

As a result of the arrangements described above, there may be times when the Fund’s portfolio manager has interests that differ from those of Stockholders, giving rise to a conflict of interest.

As of the date of this Registration Statement, none of the Fund’s investment personnel, including its portfolio manager, receives any direct compensation from the Fund in connection with the management of the Fund’s portfolio. Garrett E. Zdolshek, through his financial interests in the Manager, is entitled to a portion of any profits earned by the Manager, which includes any fees payable to the Manager under the terms of the Management Agreement, less expenses incurred by the Manager in performing its services under the Management Agreement.

The specific form of compensation of a portfolio manager may also include a variety of components and may vary from year to year based on a number of factors. In particular, a portfolio manager may also receive, all or some combination of a salary and a bonus.

Generally, when a portfolio manager receives base compensation it is based on their individual seniority and their position within the firm.

In addition to base compensation, a portfolio manager may receive discretionary compensation. Discretionary compensation may be based on individual seniority and contribution.

The following table sets forth, as of the date of this Registration Statement, the dollar range of the Fund’s equity securities beneficially owned by the Fund’s portfolio manager, based on the price of $10.00 per share.

Pursuant to the Administration Agreement, the Manager also serves as the Fund’s administrator (in such capacity, the “Administrator”). The Administrator provides, or arranges for the provision of, the administrative services necessary for the Fund to operate. In accordance with the Administration Agreement, the Fund has agreed to reimburse the Administrator for the expenses it incurs on the Fund’s behalf in connection with providing such administrative services. The Administrator may provide such administrative services directly, or engage one or more sub-administrators to provide such administrative services to the Fund on its behalf. Pursuant to the Management Agreement, the investment team of the Manager and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and related expenses and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Manager. The Manager may defer all or a portion of any fees and expenses associated with performing administrative services in its sole discretion for up to five years from the date such expenses were initially incurred. Other than such expenses that are expressly borne by the Manager pursuant to the Management Agreement, the Fund bears all other costs and expenses of its operations and transactions, including (without limitation):

Agreement, including rent, the fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the costs of compensation, benefits and related expenses of its Chief Financial Officer, Chief Compliance Officer, and any administrative support staff, including accounting personnel.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for an initial two-year period, and thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of the outstanding voting securities, including, in either case, approval by a majority of the directors who are not parties to such agreement or who are not “interested persons” of any such party, as such term is defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement will automatically terminate in the event of its assignment. The Administration Agreement may also be terminated by either party without penalty upon not more than 60 days written notice to the other party.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s services under the Administration Agreement or otherwise as administrator for the Fund.

Wilmington Savings Fund Society, FSB (the “Custodian”) will serve as custodian for the assets of the Fund. The Custodian’s principal business address is 500 Delaware Avenue, 11^th Floor, Wilmington, DE 19801. The Custodian will be appointed prior to the Fund’s acceptance of subscriptions. Pursuant to a services agreement UMB Fund Services, Inc. will act as the Fund’s transfer agent, distribution paying agent and registrar. The principal business address of the Fund’s transfer agent is 235 W. Galena Street, Milwaukee, Wisconsin 53212.

The disclosure set forth under Sections 9.1(b) and (d) above are incorporated by reference herein. In connection with the Management Agreement, our Manager has agreed to receive reimbursement from us of organizational and offering expenses it has paid on our behalf in an amount of up to 0.50% (50 basis points) of the aggregate gross process of the offering of our securities until all of the organizational and offering expenses incurred and/or paid by our Manager have been recovered. In addition, the Manager may elect to defer in its sole discretion the reimbursement of all or a portion of any such expenses for a period of up to five years from the date such expenses were initially incurred.

Since the Fund intends to generally acquire and dispose of its investments in Eligible Component Funds in privately negotiated transactions, the Fund expects to infrequently use brokers in the normal course of its business. Subject to policies established by the Board, the Manager is primarily responsible for the execution of the publicly-traded securities portion of the Fund’s portfolio transactions, if any, and the

allocation of brokerage commissions. The Manager does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for the Fund, taking into account 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 Manager will generally seek reasonably competitive trade execution costs, the Fund will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Manager may select a broker based partly upon brokerage or research services provided to it and us and any other clients. In return for such services, the Fund may pay a higher commission than other brokers would charge if the Manager determines in good faith that such commission is reasonable in relation to the services provided.

The disclosure set forth under Items 9.1(a), (b) and (c) above are incorporated by reference herein. In addition, immediately prior to any offering of its Common Shares, the Manager will own 100% of the outstanding Common Stock of the Fund, at which time the Manager would be considered a control person of the Fund. Furthermore, (i) IDR Holdings, LLC (“IDR Holdings”), as a result of its control of the Manager together with USAA Realco, (ii) Gary Zdolshek and Roger Rankin, as a result of their control of IDR Holdings and (iii) USAA Realco, as a result of its control of the Manager together with IDR Holdings, may each be deemed to beneficially own the Common Shares held by the Manager and deemed control persons of the Fund. Following the initial closing of the proposed private offering described herein, the share ownership position in the Fund of the Manager is expected to represent less than 1% of the Fund’s outstanding Common Stock. Information regarding the ownership of the Manager is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-108809), and which is incorporated herein by reference.

The following description is based on relevant portions of the Maryland General Corporation Law and the Fund’s charter and bylaws. This summary is not necessarily complete. Please refer to the Maryland General Corporation Law and the Fund’s charter and bylaws for a more detailed description of the provisions summarized below.

The Fund’s authorized stock consists of 1,000,000,000 shares of stock, par value $0.001 per share, 500,000,000 of which are initially designated as Class A Common Stock, or Common Shares, and 500,000,000 of which are initially designated as Class B Common Stock, or Redemption Shares. There are no outstanding options or warrants to purchase the Fund’s Common Stock. No Common Stock has been authorized for issuance under any equity compensation plans. The Fund’s fiscal year-end is June 30. Under Maryland law, Stockholders generally are not personally liable for the Fund’s debts or obligations.

Under the Fund’s charter, the Board is authorized to classify and reclassify any unissued stock into other classes or series of stock without obtaining Stockholder approval. As permitted by the Maryland General Corporation Law, the charter provides that a majority of the entire Board, without any action by

Stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Fund has authority to issue.

The Fund’s charter also provides that the Board may classify or reclassify any unissued shares of common stock into one or more classes or series of Common Stock or preferred stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, or limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption of the shares. There is currently no market for the Fund’s stock, and there can be no assurances that a market for the Fund’s stock will develop in the future. Unless the Board determines otherwise, the Fund will issue all shares of its stock in uncertificated form.

Under the terms of the charter, all shares of Common Stock, including both Common Shares and Redemption Shares, have equal rights as to dividends and other distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Dividends and other distributions may be paid to Stockholders if, as and when authorized by the Board and declared by the Fund out of funds legally available therefor. Shares of Common Stock have no preemptive, exchange, conversion or redemption rights and stockholders generally have no appraisal rights. Provided that a Stockholder complies with certain conditions to transfer set forth in the subscription agreement, shares of Common Stock may be transferred upon approval by the Board, except where their transfer is restricted by federal and state securities laws or by contract. In the event of the Fund’s liquidation, dissolution or winding up, each share of Common Stock would be entitled to share ratably in all of the Fund’s assets that are legally available for distribution after the Fund pays, or otherwise provide for, all debts and other liabilities and subject to any preferential rights of holders of the Fund’s preferred stock, if any preferred stock is outstanding at such time. Each share of Common Stock is entitled to one vote on all matters submitted to a vote of Stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of the Fund’s Common Stock will possess exclusive voting power, and all shares of Common Stock will vote together as a single class. In accordance with the 1940 Act, however, the holders of outstanding Redemption Shares, if any, will be entitled to elect two directors who will initially be designated by the Board. There is no cumulative voting in the election of directors.

Each Redemption Share will have the same net asset value and be entitled to the same distributions as each of the Fund’s Common Shares while outstanding. Such Redemption Shares will be redeemable at the Fund’s discretion at their then current net asset value per Redemption Share, and the Fund will generally commit in connection with each repurchase offer to use any available funds, either from new investor subscriptions or the disposition of the Fund’s investments, to redeem such Redemption Shares within one year after their issuance. Pursuant to the Charter, the Fund will redeem Redemption Shares in the order in which they were issued, provided, that to the extent the Fund redeems less than the full number of Redemption Shares issued on a specific date, it will do so on a pro rata basis. The Fund intends to treat the Redemption Shares as a “senior security” for purposes of the 1940 Act. As a result, every issuance of Redemption Shares will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to Common Shares and before any purchase of Common Shares is made, such Redemption Shares together with all other senior securities must not exceed an amount equal to 50% of the Fund’s total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of Redemption Shares, if any are issued, must be entitled as a class voting separately to elect two directors at all times. Certain matters under the 1940 Act require the affirmative vote of the holders of at least a majority of the outstanding Redemption Shares (as determined

in accordance with the 1940 Act) voting together as a separate class. For example, the vote of such holders of Redemption Shares would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.

The issuance of any Redemption Shares must be approved by a majority of the Independent Directors not otherwise interested in the transaction, who will have access, at the Fund’s expense, to the Fund’s legal counsel or to independent legal counsel.

Under the terms of the Fund’s charter, the Board may authorize it to issue shares of preferred stock in one or more classes or series, without stockholder approval, to the extent permitted by the 1940 Act. The Board has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred stock. The Fund does not currently anticipate issuing preferred stock in the near future, and would not be permitted to do so under the 1940 Act to the extent the Fund has Redemption Shares outstanding. In the event the Fund issues preferred stock, it will make any required disclosure to stockholders. The Fund will not offer preferred stock to the Manager or our affiliates except on the same terms as offered to all other stockholders.

Preferred stock could be issued with terms that would adversely affect the Stockholders. Preferred stock could also be used as an anti-takeover device through the issuance of shares of a class or series of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control. Every issuance of preferred stock will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to Common Stock and before any purchase of Common Stock is made, such preferred stock together with all other senior securities (including the Redemption Shares) must not exceed an amount equal to 50% of the Fund’s total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class voting separately to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two full years or more. Certain matters under the 1940 Act require the affirmative vote of the holders of at least a majority of the outstanding shares of preferred stock (as determined in accordance with the 1940 Act) voting together as a separate class. For example, the vote of such holders of preferred stock would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.

The issuance of any preferred stock must be approved by a majority of the Independent Directors not otherwise interested in the transaction, who will have access, at the Fund’s expense, to the Fund’s legal counsel or to independent legal counsel.

In order to qualify as a REIT under the Code, shares of the Fund’s stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the Fund’s outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Because the Board believes it is at present essential for the Fund to qualify as a REIT, among other purposes, the Fund’s charter, subject to certain exceptions, contains restrictions on the number of shares of stock that a person may own. The Fund’s charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of Common Stock, or the Ownership Limit.

The Board, in its sole discretion, may prospectively or retroactively exempt a person from certain of the limits described in the paragraph above and may establish or increase an excepted holder percentage limit for that person. The person seeking an exemption must provide to the Board any representations and undertakings that the Board may deem necessary in order to conclude that granting the exemption and/or establishing the excepted holder limit will not cause the Fund to lose its status as a REIT. The Board may not grant an exemption to any person if that exemption would result in the Fund’s failing to qualify as a REIT. The Board may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to the Board, in its sole discretion, in order to determine or ensure the Fund’s status as a REIT.

Notwithstanding the receipt of any ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such exemption. In connection with granting a waiver of the ownership limit or creating an exempted holder limit or at any other time, the Board from time to time may increase or decrease the ownership limit, subject to certain exceptions.

Any attempted transfer of shares of stock which, if effective, would violate any of the restrictions described above will result in the number of shares of stock causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, except that any transfer that results in the violation of the restriction relating to shares of stock being beneficially owned by fewer than 100 persons will be void ab initio. In either case, the proposed transferee will not acquire any rights in those shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to the Fund’s discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland

law, the trustee will have the authority (at the trustee’s sole discretion) (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if the Fund has already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice that shares of stock have been transferred to the trust, the trustee will sell the shares to a person, designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiary. The proposed transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the market price (as defined in the Fund’s charter) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends or other distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that shares of stock have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares of stock held in the trust will be deemed to have been offered for sale to the Fund, or the Fund’s designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date the Fund, or the Fund’s designee, accepts the offer, which we may reduce by the amount of dividends and distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. The Fund will have the right to accept the offer until the trustee has sold the shares. Upon a sale to the Fund, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee.

If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of the ownership and transfer restrictions, the transfer that would have resulted in a violation will be void ab initio, and the proposed transferee shall acquire no rights in those shares.

Any certificate representing shares of stock, and any notices delivered in lieu of certificates with respect to the issuance or transfer of uncertificated shares, will bear a legend referring to the restrictions described above.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of stock that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to the Fund, or in the case of a proposed or attempted transaction, to give at least 15 days’ prior written notice, and provide such other information as the Fund may request in order to determine the effect of the transfer on the Fund’s status as a REIT. The foregoing restrictions on transferability and ownership will not apply if the Board determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Every beneficial owner of more than 5% (or any lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of the outstanding shares of stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his, her or its name and address, the number of shares of each class and series of shares of stock that he, she or it beneficially owns and a description of the manner in which the shares are held. Each of these owners must provide additional information that the Fund may request in order to determine the effect, if any, of his, her or its beneficial ownership on the Fund’s status as a REIT and to ensure compliance with the ownership limits. In addition, each Stockholder (including the stockholder of record) will, upon demand, be required to provide information that the Fund may request in order to determine the Fund’s status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine the Fund’s compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of stock or otherwise be in the best interests of the Stockholders.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and that is material to the cause of action. The Fund’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Maryland law requires a corporation (unless its charter provides otherwise, which the Fund’s does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made, or threatened to be made, a party or witness by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Fund’s charter obligates it, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer of the Fund or any

individual who, while a director or officer of the Fund and at its request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, member or trustee, who is made, or threatened to be made, a party to, or witness in, a proceeding by reason of his or her service in such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as such and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Fund’s charter also permits it to indemnify and advance expenses to any person who served a predecessor of the Fund’s in any of the capacities described above and any of our employees or agents or any employees or agents of its predecessor.

In accordance with the 1940 Act, the Fund will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Fund has entered into indemnification agreements with each of its directors. The indemnification agreements provide the Fund’s directors the maximum indemnification and advance of expenses permitted under Maryland law and the 1940 Act.

The Fund intends to purchase and maintain insurance on behalf of all of its directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not the Fund is required to have the power to indemnify them against the same liability.

Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws

The Maryland General Corporation Law and the Fund’s charter and bylaws contain provisions that could make it more difficult for a potential acquirer to acquire the Fund by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Fund to negotiate first with the Board. The Fund believes that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.

As permitted by the Maryland General Corporation Law, the Fund’s bylaws provide that the Fund is not required to hold an annual meeting of Stockholders in any year in which the election of directors is not required to be acted on under the 1940 Act. Accordingly, the Fund will not hold an annual meeting of Stockholders each year and directors will be elected to serve an indefinite term between annual meetings of Stockholders. The Fund’s bylaws provide that a director is elected by a plurality of all the votes cast at a meeting of Stockholders at which a quorum is present. Pursuant to the Fund’s charter and the Fund’s bylaws, the Board may amend the bylaws from time to time to alter the vote required to elect a director.

The Fund’s charter provides that the number of directors will be set only by the Board in accordance with its bylaws. The Fund’s bylaws provide that a majority of its entire Board may at any time increase or decrease the number of directors. However, unless the Fund’s bylaws are amended, the number of directors may never be less than the minimum number required by the Maryland General Corporation Law nor more than eleven. Any vacancy on the Board for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any vacancy on the Board created by an increase in the number of directors may be filled by a majority of

the entire Board. Any director elected to fill a vacancy will serve an indefinite term until the next annual meeting of stockholders and until a successor is elected and qualifies.

The Fund’s charter provides that, subject to the rights of holders of Redemption Shares or preferred stock, as applicable, a director may be removed only for cause, as defined below, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purposes of removal of directors, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Fund through bad faith or active deliberate dishonesty.

The Fund’s charter also provides that any tender offer made by any person, including any “mini-tender” offer, must comply with the provisions of Regulation 14D of the Exchange Act, including the notice and disclosure requirements. Among other things, the offeror must provide the Fund notice of such tender offer at least ten business days before initiating the tender offer. The Fund’s charter prohibits any stockholder from transferring shares of stock to a person who makes a tender offer which does not comply with such provisions unless such stockholder has first offered such shares of stock to the Fund at the tender offer price in the non-compliant tender offer. In addition, the non-complying offeror will be responsible for all of the Fund’s expenses in connection with that offeror’s noncompliance.

Under the Maryland General Corporation Law, unless a corporation’s charter provides otherwise (which the Fund’s charter does not), stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. These provisions, combined with the requirements of the Fund’s bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

The Fund’s bylaws provide that with respect to an annual meeting of Stockholders, nominations of persons for election to the Board and the proposal of business to be considered by Stockholders may be made only (1) pursuant to the Fund’s notice of the meeting, (2) by or at the direction of the Board or (3) by a Stockholder who was a Stockholder of record at the record date set by the Board for the purpose of determining Stockholders entitled to vote at the meeting, at the time of giving notice as provided for in the Fund’s bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has complied with the advance notice procedures of the Fund’s bylaws. With respect to special meetings of Stockholders, only the business specified in the Fund’s notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board at a special meeting may be made only (1) by or at the direction of the Board or (2) provided that the special meeting has been called for the purpose of electing directors, by a Stockholder who was a Stockholder of record at the record date set by the Board for the purpose of determining Stockholders entitled to vote at the meeting, at the time of giving notice as provided for in the Fund’s bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions of the Fund’s bylaws. The purpose of requiring Stockholders to give the Fund advance notice of nominations and other business is to afford the Board a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by the Board, to inform Stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of Stockholders. Although the Fund’s bylaws do not give

the Board any power to disapprove Stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of Stockholder proposals if proper procedures are not followed. They may also have the effect of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to the Fund and the Fund’s Stockholders.

The Fund’s bylaws provide that special meetings of Stockholders may be called by the Board and certain of the Fund’s officers. Additionally, the Fund’s bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the Stockholders requesting the meeting, a special meeting of Stockholders will be called by the secretary of the Fund upon the written request of Stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert to another form of entity, transfer all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. The Fund’s charter generally provides for approval of charter amendments and extraordinary transactions by the Stockholders entitled to cast at least a majority of all the votes entitled to be cast on the matter, if such action is declared advisable by the Board.

However, The Fund’s charter provides that approval of the following matters requires the affirmative vote of Stockholders entitled to cast at least 80% of the votes entitled to be cast on the matter:

more of the voting power in the election of directors generally, or any person controlling, controlled by or under common control with any such person or member of such group.

However, if such amendment, proposal or transaction is approved by two-thirds of the Fund’s continuing directors (in addition to approval by the Board), such amendment, proposal or transaction need only be approved by a majority of the votes entitled to be cast on such a matter; and provided further, that, with respect to any transaction referred to in the fourth and fifth bullet points above, if such transaction is approved by two-thirds of the Fund’s continuing directors, no Stockholder approval is required unless required by the Maryland General Corporation Law or another provision of the Fund’s charter or its bylaws. The “continuing directors” are defined in the Fund’s charter as (1) the Fund’s current directors, (2) those directors whose nomination for election by the Stockholders or whose election by the directors to fill vacancies is approved by a majority of the Fund’s continuing directors then on the Board or (3) any successor directors whose nomination for election by the Stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors or the successor continuing directors then in office.

The Fund’s charter and bylaws provide that its Board will have the exclusive power to make, alter, amend or repeal any provision of its bylaws.

As permitted by the Maryland General Corporation Law, the Funds charter provides that Stockholders will not be generally entitled to exercise appraisal rights unless a majority of the Fund’s entire Board determines that such rights shall apply.

The Fund’s bylaws provide that, unless it consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any Internal Corporate Claim, as defined by the Maryland General Corporation Law, (b) any derivative action or proceeding brought on the Fund’s behalf, (c) any action asserting a claim of breach of any duty owed by any of the Fund’s directors, officers or employees to the Fund or to its stockholders, (d) any action asserting a claim against the Fund or any of its directors, officers or employees arising pursuant to any provision of the Maryland General Corporation Law or the Fund’s charter or bylaws or (e) any action asserting a claim against the Fund or any of its directors, officers or employees that is governed by the internal affairs doctrine shall be, in each case, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division. By accepting the Common Shares in connection an offering by the Fund, you are agreeing to be bound by these provisions. This provision does not cover claims made by Stockholders pursuant to the securities laws of the United States of America, or any rules or regulations promulgated thereunder.

While the forum selection clause is not applicable to claims brought under federal securities laws, as Section 44 under the 1940 Act generally provides that federal courts shall have exclusive jurisdiction for any suits or actions brought to enforce any liability or duty created under the 1940 Act, the forum selection clause included in the Fund’s bylaws will likely make it more difficult for a Stockholder to successfully pursue litigation against the Fund or those covered by the Fund’s forum selection clause in another jurisdiction, including one that may be more favorable to such Stockholder.

The Fund’s charter provides that, the Fund, by resolution of its Board, may renounce any interest or expectancy of the Fund in (or in being offered an opportunity to participate in) business opportunities that are presented to the Fund or developed by or presented to one of more of the Fund’s directors or officers.

The Fund’s bylaws provide that, if and to the extent that any provision of the Maryland General Corporation Law or any provision of the Fund’s charter or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

Subject to the Board’s discretion and applicable legal restrictions, the Board expects to authorize, and we intend to declare and pay ordinary cash distributions on a quarterly basis. The Fund intends to adopt an “opt in” distribution reinvestment plan pursuant to which you may elect to have the full amount of your cash distributions reinvested in additional Common Shares. Participants in the Fund’s distribution reinvestment plan are free to elect or revoke reinstatement in the distribution reinvestment plan within a reasonable time as specified in the plan. If you do not elect to participate in the plan you will automatically receive any distributions the Fund declares in cash. For example, if the Board authorizes, and it declares, a cash distribution, then if you have “opted in” to its distribution reinvestment plan, you will have your cash distributions reinvested in additional Common Shares, rather than receiving the cash distributions. Common Shares issued pursuant to the Fund’s distribution reinvestment plan will have the same voting rights as the Fund’s other Common Shares. No commissions or fees will be assessed pursuant to the Fund’s distribution reinvestment plan. You will be subject to income tax on the amount of any dividends you receive, even if you participate in the Fund’s distribution reinvestment plan and do not receive such dividends in the form of cash.

If you wish to receive your distribution in cash, no action will be required on your part to do so. If you are a registered Stockholder, you may elect to have your entire distribution reinvested in Common Shares by notifying the reinvestment agent, and the Fund’s transfer agent and registrar, (i) directly in writing, or (ii) by electing in the Fund’s subscription agreement to participate in the plan, so that, in either case, such notice is received by the reinvestment agent no later than three months prior to the next record date for distributions to Stockholders. If you elect to reinvest your distributions in additional Common Shares, the reinvestment agent will set up an account for Common Shares you acquire through the plan and will hold such Common Shares in non-certificated form. If your Common Shares are held by a broker or other financial intermediary, you may “opt in” to the Fund’s distribution reinvestment plan by notifying your broker or other financial intermediary of your election.

The Fund intends to use newly issued shares to implement the plan and determine the number of shares the Fund will issue to you by dividing the total dollar amount of the distribution payable to you by a price equal to the then current net asset value per Common Share as determined by our Board. There will be no sales charges to you if you elect to participate in the distribution reinvestment plan. The Fund will pay the reinvestment agent’s fees under the plan.

If you receive your ordinary cash distributions in the form of Common Shares, you generally are subject to the same federal, state and local tax consequences as you would be had you elected to receive your distributions in cash. Your basis for determining gain or loss upon the sale of shares received in a distribution from the Fund will be equal to the total dollar amount of the distribution payable in cash. Any shares received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to your account.

The Fund reserves the right to amend, suspend or terminate the distribution reinvestment plan. The Fund may terminate the plan upon notice delivered to you at least 30 days prior to any record date for the payment of any distribution by the Fund. You may terminate your participation in the plan by calling Investor Services at (888) 778-7781 or by writing to the reinvestment agent at IDR Core Property Index Fund Ltd, c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, Wisconsin 53212, or by calling the reinvestment agent (888) 778-7781, provided, that you must do so at least three months prior to the next record date for distributions to Stockholders.

All correspondence concerning the plan should be directed to the reinvestment agent by mail at IDR Core Property Index Fund Ltd, c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, Wisconsin 53212, or by telephone at (888) 778-7781.

The Fund has filed the complete form of its distribution reinvestment plan with the SEC as an exhibit to this Registration Statement. You may obtain a copy of the plan by request of the plan administrator or by contacting the Fund.

Although the provisions of the Code relevant to your investment are generally described in “Material Federal Income Tax Considerations,” we strongly urge you to consult your own tax advisor concerning the effects of federal, state and local income tax law on an investment in the Fund and on your individual tax situation.

For a more detailed analysis of the Fund’s tax status please refer to Item 23 in Part B below.

Set forth below is a chart describing the classes of the Fund’s stock to be outstanding as to the date the Fund commences this offering:

Neither the Fund nor the Manager is currently subject to any material legal proceedings, nor, to the Fund’s knowledge, is any material legal proceeding threatened against the Fund or against the Manager.

From time to time, the Manager or its professionals may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights with respect to its investments. While the outcome of such legal proceedings cannot be predicted with certainty, the Fund does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.

Part B of this Registration Statement should be read in conjunction with Part A. Capitalized terms used in this Part B and not otherwise defined have the meanings given them in Part A of this Registration Statement.

This STATEMENT OF ADDITIONAL INFORMATION, or SAI, which is not a prospectus, should only be read in conjunction with Part A of this Registration Statement initially filed with the Securities and Exchange Commission (“SEC”) on August 2, 2019, as it may be amended from time to time. A copy of Part A of this Registration Statement, as amended, may be obtained, without charge, by calling us at (216) 622-0004, or by emailing us at idrltd@idrfof.com.

This SAI omits certain of the information contained in Part A of this Registration Statement filed with the SEC. This Registration Statement may be obtained from the SEC upon payment of the fee prescribed, or inspected at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549, or via the SEC’s website at www.sec.gov, at no charge.

We are a newly-formed entity and therefore have no operating history to report. We have not operated under any other name or conducted other business activity.

Unless otherwise noted, the terms “we,” “us,” “our,” and “IDR Core Property Index Fund Ltd” refer to IDR Core Property Index Fund Ltd. Terms not defined herein have the same meaning as given to them in Part A of this Registration Statement.

The disclosure set forth under Item 8 of Part A above is incorporated by reference herein.

In addition, the Fund and the Manager may enter into “side letter” agreements with Stockholders, primarily to accommodate a Stockholder’s particular legal, tax or regulatory requirements. The Fund will not grant more favorable or different management fees, redemption rights or transparency rights in any “side letter” agreement. In addition, while the Fund cannot determine the nature of the types of requests, if any, that it may receive, it would expect such requests to be limited to administrative matters specific to a particular Stockholder’s circumstances, including for example contractually agreeing to deliver certain information directly to an investor concurrent with its public release. In no case would any provisions included in any side letter be considered a “fundamental policy” of the Fund. As a result, the terms of any such side letters may be modified solely with the consent of the Stockholders that are parties thereto.

The disclosure set forth under Items 9.1(a) and (c) of Part A above is incorporated by reference herein.

The following table sets forth, as of the date of this Registration Statement, the dollar range of the Fund’s equity securities beneficially owned by each member of Board, based on the price of $10.00 per share. The Fund is not part of a “family of investment companies,” as that term is defined in the Form N-2.

The disclosure set forth under Items 9.1(a), (b) and (c) of Part A above is incorporated by reference herein. In addition, immediately prior to any offering of its Common Shares, the Manager will be the record and beneficial owner of 100% of the outstanding Common Stock of the Fund, at which time the Manager would control the Fund and be the record and beneficial owner of more than 5% of the Fund’s outstanding equity securities. Furthermore, (i) IDR Holdings, LLC (“IDR Holdings”), as a result of its control of the Manager together with USAA Realco, (ii) Gary Zdolshek and Roger Rankin, as a result of their control of IDR Holdings and (iii) USAA Realco, as a result of its control of the Manager together with IDR Holdings, may each be deemed to beneficially own the Common Shares held by the Manager (which will be equal to 100% of the outstanding Common Stock of the Fund immediately prior to any offering of the Common Shares) and thus deemed to control the Fund and beneficially own more than 5% of the Fund’s outstanding equity securities. Following the initial closing of the proposed private offering described herein, the share ownership position in the Fund of the Manager is expected to represent less than 1% of the Fund’s outstanding Common Stock. Information regarding the ownership of the Manager is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-108809), and which is incorporated herein by reference.

The address of the Manager and all beneficial owners of the Manager is 1111 E. Superior Avenue, Suite 1100, Cleveland, OH 44114. As of the date of this Registration Statement, no other officers or directors of the Fund may be deemed to currently directly or beneficially own any shares of Common Stock of the Fund.

The disclosure set forth under Items 9.1(b), (d) and (e) of Part A above is incorporated by reference herein. Pursuant to a Custody Agreement, the Custodian will hold assets of the Fund in safekeeping and keeps all necessary records and documents relating to its duties. The Custodian’s principal business address is 500 Delaware Avenue, 11^th Floor, Wilmington, DE 19801. The Custodian will be appointed prior to the Fund’s acceptance of subscriptions. Pursuant to a services agreement UMB Fund Services, Inc. will act as the Fund’s transfer agent, distribution paying agent and registrar. The principal business address of the Fund’s transfer agent is 235 W. Galena Street, Milwaukee, Wisconsin 53212.

The Board has selected RSM US LLP (“RSM”) as the independent registered public accounting firm of the Fund. RSM’s principal business address is located at One S. Wacker Drive Suite 800 Chicago, IL 60606.

The disclosure set forth under Item 9.1(c) of Part A above is incorporated by reference herein.

The disclosure set forth under Item 9.1(g) of Part A above is incorporated by reference herein.

The following discussion summarizes the taxation of the Fund and the material U.S. federal income tax consequences to holders of the Common Stock of the Fund. This discussion is for your general information only. This summary is not tax advice. The tax treatment of a holder will vary depending upon the holder’s particular situation, and this summary addresses only holders that hold these securities as capital assets and does not deal with all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances. This summary also does not deal with all aspects of taxation that may be relevant to certain types of holders to which special provisions of the U.S. federal income tax laws apply, including:

This summary is based on the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions. This summary describes the provisions of these sources of law only as they are currently in effect. All of these sources of law may change at any time, and any change in the law may apply retroactively. Changes in U.S. federal, state and local tax laws or regulations, with or without retroactive application, could have a negative effect on the Fund. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the Fund’s ability to qualify to be taxed as a REIT and/or the U.S. federal income tax consequences to the Fund’s investors and to the Fund. In addition, recent events and the shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such tax law changes. Congress recently enacted new legislation that includes numerous significant tax law changes. Even changes that do not impose greater taxes on the Fund could potentially result in adverse consequences to holders of Common Stock. For example, the legislation includes a decrease in corporate tax rates, which could decrease the attractiveness of REITs relative to companies that are not organized as REITs. The

legislation does, however, permit noncorporate holders of shares to deduct an amount equal to 20 percent of certain REIT dividends (see below under “Taxation of Holders of Common Stock—Dividends”).

If a partnership holds Common Stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding Common Stock should consult such partner’s tax advisor with regard to the U.S. federal income tax treatment of an investment in the Common Stock.

We urge you to consult with your own tax advisors regarding the tax consequences to you of acquiring, owning and selling Common Stock, including the U.S. federal, state, local and foreign tax consequences of acquiring, owning and selling these securities in your particular circumstances and potential changes in applicable laws.

As used in this section, the term “shareholder” means a holder of Common Stock who, for U.S. federal income tax purposes, is:

The Fund intends to elect to be taxed as a REIT commencing with its taxable year ending December 31, 2020 upon the filing of its U.S. federal income tax return for such period. The Fund believes that it will be organized, and it expects to operate, in such a manner as to qualify for taxation as a REIT under the applicable provisions of the Code.

The Fund’s qualification as a REIT depends upon the continuing satisfaction by the Fund of requirements of the Code relating to qualification for REIT status. Some of these requirements depend upon actual operating results, distribution levels, diversity of stock ownership, asset composition, source of income and record keeping. Accordingly, while the Fund intends to continue to qualify to be taxed as a REIT, the actual results of the Fund or of certain subsidiaries that are also REITs (“REIT Subsidiaries”) for any particular year might not satisfy these requirements since the ability to satisfy such requirements depends on the operations of the underlying Eligible Component Funds over which the Fund has no control. The Fund will not monitor the REIT Subsidiaries’ compliance with the requirements for REIT qualification.

The sections of the Code applicable to REITs are highly technical and complex. The following discussion summarizes material aspects of these sections of the Code.

As a REIT, the Fund generally will not have to pay U.S. federal corporate income taxes on the Fund’s net income that the Fund currently distributes to its shareholders. This treatment substantially eliminates the “double taxation” at the corporate and shareholder levels that generally results from investment in a regular corporation. The Fund’s dividends, however, generally will not be eligible for (i) the corporate dividends received deduction and (ii) the reduced rates of tax applicable to dividends received by noncorporate shareholders, although, as described below under “Taxation of Holders of Common Stock—Dividends”, noncorporate holders of the Common Stock would generally be entitled to a deduction equal to 20 percent of certain dividends paid by the Fund.

Notwithstanding the above, the Fund will have to pay U.S. federal income tax as follows:

described below) and the violation is due to reasonable cause, the Fund may retain its REIT qualification but will be required to pay a penalty of $50,000 for each such failure.

The Code provides that the conditions described in the first through fourth bullet points above must be met during the entire taxable year and that the condition described in the fifth bullet point above must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months.

The Fund expects to satisfy the conditions described in the first through sixth bullet points of the preceding paragraph. In addition, the Fund’s charter provides for restrictions regarding the ownership and transfer of Common Stock. These restrictions are intended to assist the Fund in continuing to satisfy the share ownership requirements described in the fifth and sixth bullet points of the preceding paragraph.

Qualified REIT Subsidiaries. A corporation that is a “qualified REIT subsidiary,” as defined in the Code (a “QRS”), will not be treated as a separate corporation, and all assets, liabilities and items of income, deduction and credit of a QRS will be treated as assets, liabilities and items of these kinds of the Fund, unless the Fund makes an election to treat such corporation as a TRS. Thus, in applying the requirements described in this section, the Fund’s QRSs (if any) will be ignored, and all assets, liabilities and items of income, deduction and credit of these subsidiaries will be treated as assets, liabilities and items of these kinds of the Fund.

Investments in Partnerships. If a REIT is a partner in a partnership, Treasury regulations provide that the REIT will be deemed to own its proportionate share of the assets of the partnership and will be deemed to be entitled to the income of the partnership attributable to that share. In addition, the character of the assets and gross income of the partnership will retain the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. Thus, the Fund’s proportionate share of the assets, liabilities and items of income of any partnership in which the Fund is a partner will be treated as assets, liabilities and items of income of the Fund for purposes of applying the requirements described in this section. Thus, actions taken by partnerships in which the Fund owns an interest, either directly or through one or more tiers of partnerships or qualified REIT subsidiaries, can affect the Fund’s ability to satisfy the REIT income and asset tests and the determination of whether

the Fund has net income from prohibited transactions. See the third bullet under the heading “Taxation of the Fund as a REIT” above for a brief description of prohibited transactions.

Taxable REIT Subsidiaries. A taxable REIT subsidiary (a “TRS”) is any corporation in which a REIT directly or indirectly owns stock, provided that the REIT and that corporation make a joint election to treat that corporation as a TRS. The election can be revoked at any time as long as the REIT and the TRS revoke such election jointly. In addition, if a TRS holds, directly or indirectly, more than 35% of the securities of any other corporation other than a REIT (by vote or by value), then that other corporation is also treated as a TRS. A corporation can be a TRS with respect to more than one REIT.

A TRS is subject to U.S. federal income tax at regular corporate rates (currently a maximum rate of 21%), and may also be subject to state and local taxation. Any dividends paid or deemed paid by any one of the Fund’s TRSs will also be taxable, either (1) to the Fund to the extent the dividend is retained by the Fund, or (2) to the Fund’s shareholders to the extent the dividends received from the TRS are paid to the Fund’s shareholders.

The Fund may hold more than 10% of the stock of a TRS without jeopardizing its qualification as a REIT notwithstanding the rule described below under “Asset Tests” that generally precludes ownership of more than 10% of any issuer’s securities. However, as noted below, in order for the Fund to qualify as a REIT, the securities of all of the TRSs in which the Fund has invested either directly or indirectly may not represent more than 20% of the total value of the Fund’s assets. The Fund expects that the aggregate value of all of its interests in TRSs, if any, will represent less than 20% of the total value of the Fund’s assets; however, the Fund cannot assure that this will always be true. Other than certain activities related to operating or managing a lodging or health care facility, a TRS may generally engage in any business including the provision of customary or non-customary services to tenants of the parent REIT.

Income Tests. In order to maintain its qualification as a REIT, the Fund annually must satisfy two gross income requirements.

Rents that the Fund receives will qualify as rents from real property in satisfying the gross income requirements for a REIT described above only if the rents satisfy several conditions.

a TRS under certain circumstances qualify as rents from real property even if the Fund owns more than a 10% interest in the subsidiary. We refer to a tenant in which the Fund owns a 10% or greater interest as a “related party tenant.”

To the extent that the Fund earns rental income, the Fund expect such rental income to satisfy the requirements listed above.

The term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of that amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term interest solely because the amount of the interest is based on a fixed percentage or percentages of receipts or sales.

Interest income and gain from the sale of a debt instrument issued by a “publicly offered REIT,” unless the debt instrument is secured by real property or an interest in real property, is not treated as qualifying income for purposes of the 75% gross income test (even though such instruments are treated as “real estate assets” as discussed below) but is treated as qualifying income for purposes of the 95% gross income test. A “publicly offered REIT” means a REIT that is required to file annual and periodic reports with the Securities and Exchange Commission under the Exchange Act.

From time to time, the Fund may enter into hedging transactions with respect to one or more of the Fund’s assets or liabilities. Hedging activities include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Except to the extent provided by Treasury regulations, any income the Fund derives from a hedging transaction that is clearly identified as such as specified in the Code, including gain from the sale or disposition of such a hedging transaction, will not constitute gross income for purposes of the 75% or 95% gross income tests, and therefore will be excluded for purposes of these tests, but only to the extent that the transaction hedges indebtedness incurred or to be incurred by the Fund to acquire or carry real estate. The term “hedging transaction,” as used above, generally means any transaction the Fund enters into in the normal course of its business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, by the Fund. The term “hedging transaction” also includes any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests (or any property that generates such income or gain), including gain from the termination of such a transaction. The term “hedging transaction” also includes hedges of other hedging transactions described in this paragraph. The Fund intends to structure any hedging transactions in a manner that does not jeopardize its status as a REIT.

As a general matter, certain foreign currency gains recognized by the Fund, if any, are expected to be excluded from gross income for purposes of one or both of the gross income tests, as follows.

“Real estate foreign exchange gain” will be excluded from gross income for purposes of both the 75% and 95% gross income tests. Real estate foreign exchange gain generally includes foreign currency

gain attributable to any item of income or gain that is qualifying income for purposes of the 75% gross income test, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgages on real property or on interests in real property and certain foreign currency gain attributable to certain qualified business units of a REIT.

“Passive foreign exchange gain” will be excluded from gross income for purposes of the 95% gross income test. Passive foreign exchange gain generally includes real estate foreign exchange gain as described above, and also includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 95% gross income test and foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations that would not fall within the scope of the definition of real estate foreign exchange gain.

If the Fund fails to satisfy one or both of the 75% or 95% gross income tests for any taxable year, it may nevertheless qualify as a REIT for that year if it satisfies the requirements of other provisions of the Code that allow relief from disqualification as a REIT. These relief provisions will generally be available if:

The Fund might not be entitled to the benefit of these relief provisions, however. Even if these relief provisions apply, the Fund would have to pay a tax on the excess income. The tax will be a 100% tax on an amount equal to (a) the gross income attributable to the greater of (i) 75% of the Fund’s gross income over the amount of gross income that is qualifying income for purposes of the 75% test, and (ii) 95% of the Fund’s gross income over the amount of gross income that is qualifying income for purposes of the 95% test, multiplied by (b) a fraction intended to reflect the Fund’s profitability.

Asset Tests. The Fund, at the close of each quarter of its taxable year, must also satisfy four tests relating to the nature of its assets.

asset that would cease to be a real estate asset if the definition of a real estate asset was applied without regard to the reference to debt instruments issued by publicly offered REITs.

If the IRS successfully challenges the partnership status of any of the partnerships in which the Fund maintains a more than 10% vote or value interest, and the partnership is reclassified as a corporation or a publicly traded partnership taxable as a corporation, the Fund could lose its REIT status. In addition, in the case of such a successful challenge, the Fund could lose its REIT status if such recharacterization results in the Fund otherwise failing one of the asset tests described above.

Certain relief provisions may be available to the Fund if it fails to satisfy the asset tests described above after a 30-day cure period. Under these provisions, the Fund will be deemed to have met the 5% and 10% REIT asset tests if the value of the Fund’s nonqualifying assets (i) does not exceed the lesser of (a) 1% of the total value of the Fund’s assets at the end of the applicable quarter and (b) $10,000,000, and (ii) the Fund disposes of the nonqualifying assets within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury regulations to be issued. For violations due to reasonable cause and not willful neglect that are not described in the preceding sentence, the Fund may avoid disqualification as a REIT under any of the asset tests, after the 30-day cure period, by taking steps including (i) the disposition of the nonqualifying assets to meet the asset test within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury regulations to be issued, (ii) paying a tax equal to the greater of (a) $50,000 or (b) the corporate tax rate multiplied by the net income generated by the nonqualifying assets, and (iii) disclosing certain information to the IRS.

Annual Distribution Requirements. The Fund, in order to qualify as a REIT, is required to distribute dividends, other than capital gain dividends, to the Fund’s shareholders in an amount at least equal to (1) the sum of (a) 90% of the Fund’s “real estate investment trust taxable income,” computed without regard to the dividends paid deduction and the Fund’s net capital gain, and (b) 90% of the Fund’s net after-tax income, if any, from foreclosure property minus (2) the sum of certain items of non-cash income.

In addition, if the Fund acquires an asset from a C corporation in a carryover basis transaction and disposes of such asset within five years of acquiring the asset, the Fund may be required to distribute at least 90% of the after-tax built-in gain, if any, recognized on the disposition of the asset.

These distributions must be paid in the taxable year to which the distributions relate, or in the following taxable year if declared before the Fund timely files its tax return for the year to which the distributions relate and if paid on or before the first regular dividend payment after the declaration. However, for U.S. federal income tax purposes, these distributions that are declared in October, November

or December as of a record date in such month and actually paid in January of the following year will be treated as if the distributions were paid on December 31 of the year declared.

To the extent that the Fund does not distribute all of its net capital gain or distributes at least 90%, but less than 100%, of the Fund’s real estate investment trust taxable income, as adjusted, the Fund will have to pay tax on the undistributed amounts at regular ordinary and capital gain corporate tax rates. Furthermore, if the Fund fails to distribute during each calendar year at least the sum of (a) 85% of the Fund’s ordinary income for that year, (b) 95% of the Fund’s capital gain net income for that year and (c) any undistributed taxable income from prior periods, the Fund would have to pay a 4% excise tax on the excess of the required distribution over the sum of the amounts actually distributed and retained amounts on which income tax is paid at the corporate level.

The Fund intends to satisfy the annual distribution requirements. Since the ability to satisfy such requirements depends on distributions from underlying Eligible Component Funds over which the Fund has no control, there can be no assurance that the Fund will satisfy such distribution requirements in any particular year.

From time to time, the Fund may not have sufficient cash or other liquid assets to meet the 90% distribution requirement due to timing differences between (a) when the Fund actually receives income and when the Fund actually pays deductible expenses and (b) when the Fund includes the income and deducts the expenses in arriving at the Fund’s taxable income. If timing differences of this kind occur, in order to meet the 90% distribution requirement, the Fund may find it necessary to arrange for short-term, or possibly long-term, borrowings or to pay dividends in the form of taxable stock dividends.

Under certain circumstances, the Fund may be able to rectify a failure to meet the distribution requirement for a year by paying “deficiency dividends” to shareholders in a later year, which may be included in the Fund’s deduction for dividends paid for the earlier year. Thus, the Fund may be able to avoid being taxed on amounts distributed as deficiency dividends; however, the Fund will be required to pay interest based upon the amount of any deduction taken for deficiency dividends.

Section 163(j) of the Code limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to certain exceptions. Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to the 30% limitation. Adjusted taxable income is determined without regard to certain deductions, including those for net interest expense, net operating loss carryforwards and, for taxable years beginning before January 1, 2022, depreciation, amortization and depletion. Provided the taxpayer makes a timely election (which is irrevocable), the 30% limitation does not apply to an electing real property trade or business. If this election is made, depreciable real property (including certain improvements) held by the relevant trade or business must be depreciated under the alternative depreciation system under the Code, which is generally less favorable than the generally applicable system of depreciation under the Code. Under Temporary Regulations, the Fund may be able to elect not to have the interest deduction limitation apply. If the Fund does not make the election, the new interest deduction limitation could result in the Fund having more REIT taxable income and thus increase the amount of distributions the Fund must make to comply with the REIT requirements and avoid incurring corporate level tax. Similarly, the limitation could cause the Fund’s TRSs to have greater taxable income and thus potentially greater corporate tax liability.

As a REIT, the Fund is subject to a 100% penalty tax with respect to certain transactions with taxable REIT subsidiaries. The Code imposes an excise tax of 100% on a REIT with respect to the gross

income of a taxable REIT subsidiary that is attributable to services provided to, or on behalf of, the REIT (and not to services provided to tenants), less properly allocable deductions, to the extent that the reported amount of such income is adjusted by the IRS by reason of such reported amount being less than the amount that would have been paid to a party in an arm’s-length transaction.

If the Fund would otherwise fail to qualify as a REIT because of a violation of one of the requirements described above, the Fund’s qualification as a REIT will not be terminated if the violation is due to reasonable cause and not willful neglect and the Fund pays a penalty tax of $50,000 for the violation. The immediately preceding sentence does not apply to violations of the income tests described above or a violation of the asset tests described above, each of which has specific relief provisions that are described above.

If the Fund fails to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, the Fund will have to pay tax on the Fund’s taxable income at regular corporate rates. The Fund will not be able to deduct distributions to shareholders in any year in which the Fund fails to qualify, nor will the Fund be required to make distributions to shareholders. In this event, to the extent of current and accumulated earnings and profits, all distributions to shareholders will be taxable to the shareholders as dividend income (which may be subject to tax at preferential rates) and corporate distributees may be eligible for the dividends-received deduction if such distributees satisfy the relevant provisions of the Code. In addition, a noncorporate stockholder would not be eligible for the 20% deduction in respect of certain REIT dividends. Unless entitled to relief under specific statutory provisions, the Fund will also be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. The Fund might not be entitled to the statutory relief described above in all circumstances.

If the Fund holds a residual interest in a REMIC or certain interests in a TMP from which the Fund derives “excess inclusion income,” the Fund may be required to allocate such income among its shareholders in proportion to the dividends received by the Fund’s shareholders, even though the Fund may not receive such income in cash. To the extent that excess inclusion income is allocable to a particular shareholder, the income (1) would not be allowed to be offset by any net operating losses otherwise available to the shareholder, (2) would be subject to tax as unrelated business taxable income in the hands of most types of shareholders that are otherwise generally exempt from U.S. federal income tax, and (3) would result in the application of U.S. federal income tax withholding at the maximum rate (30%), without reduction pursuant to any otherwise applicable income tax treaty, to the extent allocable to most types of foreign shareholders.

Dividends. As long as the Fund qualifies as a REIT, distributions made by the Fund out of its current or accumulated earnings and profits, and not designated as capital gain dividends, will constitute dividends taxable to the Fund’s taxable U.S. shareholders as ordinary income. Noncorporate U.S. shareholders will generally not be entitled to the preferential tax rate applicable to certain types of dividends (giving rise to “qualified dividend income”) except with respect to the portion of any distribution (a) that represents income from dividends the Fund received from a corporation in which the Fund owns shares (but only if such dividends would be eligible for the lower rate on dividends if paid by the corporation to its individual shareholders), (b) that is equal to the sum of the Fund’s real estate investment trust taxable income (taking into account the dividends paid deduction available to the Fund) and certain net built-in gain with respect to property acquired from a C corporation in certain transactions in which the Fund must adopt the basis of the asset in the hands of the C corporation for the Fund’s previous taxable year and less any taxes paid by

the Fund during its previous taxable year, or (c) that represents earnings and profits that were accumulated in a non-REIT taxable year, in each case, provided that certain holding period and other requirements are satisfied at both the Fund and individual shareholder level.

For taxable years of the Fund beginning on or before December 31, 2025, noncorporate holders of shares in a REIT such as the Fund are entitled to a deduction equal to 20% of any “qualified REIT dividends”. Qualified REIT dividends are defined as any dividend from a REIT that is not a capital gain dividend or a dividend attributable to dividend income from U.S. corporations or certain non-U.S. corporations. A noncorporate U.S. shareholder’s ability to claim a deduction equal to 20% of qualified REIT dividends received may be limited by the shareholder’s particular circumstances. In addition, for any noncorporate U.S. shareholder that claims a deduction in respect of qualified REIT dividends, the maximum threshold for the accuracy-related penalty with respect to substantial understatements of income tax could be reduced from 10% to 5%. The deduction in respect of qualified REIT dividends is not available to corporate holders of shares in a REIT, such as regulated investment companies, or to noncorporate holders owning shares in a REIT indirectly through a corporate entity.

Noncorporate U.S. shareholders should consult their own tax advisors to determine the impact of tax rates on dividends received from the Fund and the ability to claim a deduction in respect of such dividends. Distributions made by the Fund will not be eligible for the dividends-received deduction in the case of U.S. shareholders that are corporations. Distributions made by the Fund that the Fund properly designates as capital gain dividends will be taxable to U.S. shareholders as gain from the sale of a capital asset held for more than one year, to the extent that such dividends do not exceed the Fund’s actual net capital gain for the taxable year, without regard to the period for which a U.S. shareholder has held its Common Stock. Thus, with certain limitations, capital gains dividends received by an individual U.S. Shareholder may be eligible for preferential rates of taxation. U.S. shareholders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income. The maximum amount of dividends that may be designated by the Fund as capital gain dividends and as “qualified dividend income” with respect to any taxable year may not exceed the dividends paid by the Fund with respect to such year, including dividends paid by it in the succeeding taxable year that relate back to the prior taxable year for purposes of determining its dividends paid deduction. In addition, the IRS has been granted authority to prescribe regulations or other guidance requiring the proportionality of the designation for particular types of dividends (for example, capital gain dividends) among REIT shares.

To the extent that the Fund makes distributions not designated as capital gain dividends in excess of the Fund’s current and accumulated earnings and profits, these distributions will be treated first as a tax-free return of capital to each U.S. shareholder. Thus, these distributions will reduce the adjusted basis that the U.S. shareholder has in the Common Stock for tax purposes by the amount of the distribution, but not below zero. Distributions in excess of a U.S. shareholder’s adjusted basis in the Common Stock will be taxable as capital gains, provided that the Common Stock has been held as a capital asset. For purposes of determining the portion of distributions on separate classes of Common Stock that will be treated as dividends for U.S. federal income tax purposes, current and accumulated earnings and profits will be allocated to distributions resulting from priority rights of Common Stock before being allocated to other distributions.

As described above, dividends authorized by the Fund in October, November, or December of any year and payable to a shareholder of record on a specified date in any of these months will be treated as both paid by the Fund and received by the shareholder on December 31 of that year, provided that the Fund actually pays the dividend on or before January 31 of the following calendar year. Shareholders may not include in their own income tax returns any net operating losses or capital losses of the Fund.

The Fund may make distributions to stockholders that are paid in Common Stock. In certain circumstances, these distributions may be intended to be treated as dividends for U.S. federal income tax

purposes and a U.S. shareholder would, therefore, generally have taxable income with respect to such distributions of Common Stock and may have a tax liability on account of such distribution in excess of the cash (if any) that is received.

U.S. shareholders holding Common Stock at the close of the Fund’s taxable year will be required to include, in computing the U.S. shareholders’ long-term capital gains for the taxable year in which the last day of the Fund’s taxable year falls, the amount of the Fund’s undistributed net capital gain that the Fund designates in a written notice mailed to its shareholders. The Fund may not designate amounts in excess of the Fund’s undistributed net capital gain for the taxable year. Each U.S. shareholder required to include the designated amount in determining the shareholder’s long-term capital gains will be deemed to have paid, in the taxable year of the inclusion, the tax paid by the Fund in respect of the undistributed net capital gains. U.S. shareholders to whom these rules apply will be allowed a credit or a refund, as the case may be, for the tax such shareholders are deemed to have paid. U.S. shareholders will increase their basis in the Common Stock by the difference between the amount of the includible gains and the tax deemed paid by the shareholders in respect of these gains.

Distributions made by the Fund and gain arising from a U.S. shareholder’s sale or exchange of Common Stock will not be treated as passive activity income. As a result, U.S. shareholders generally will not be able to apply any passive losses against that income or gain.

Sale or Exchange of Common Stock. When a U.S. shareholder sells or otherwise disposes of Common Stock, the shareholder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between (a) the amount of cash and the fair market value of any property received on the sale or other disposition, and (b) the holder’s adjusted basis in the Common Stock for tax purposes. This gain or loss will be capital gain or loss if the U.S. shareholder has held the Common Stock as capital assets. The gain or loss will be long-term gain or loss if the U.S. shareholder has held the Common Stock for more than one year. Long-term capital gain of an individual U.S. shareholder is generally taxed at preferential rates. In general, any loss recognized by a U.S. shareholder when the shareholder sells or otherwise disposes of Common Stock that the shareholder has held for six months or less, after applying certain holding period rules, will be treated as a long-term capital loss, to the extent of distributions received by the shareholder from the Fund that were required to be treated as long-term capital gains.

Redemption of Common Stock. Beginning with the first calendar quarter following the one-year anniversary of the date that the Fund conducts its initial closing and acceptance of subscriptions, and on a quarterly basis thereafter, the Fund intends to offer to repurchase Common Shares on such terms as may be determined by the Board, in its sole discretion, unless, in the judgment of the Board, such repurchases would not be in the Fund’s best interests or would violate applicable law. While the Fund may, at the discretion of the Board, use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase Common Shares, given the illiquid nature of the Fund’s investments, it generally expects to issue redeeming stockholders Redemption Shares on a one for one basis for each of its Common Shares in connection with the Share Repurchase Program. Such Redemption Shares will be redeemable at the Fund’s discretion at their then current net asset value per Redemption Share, and the Fund will generally commit in connection with each repurchase offer to use any available funds, either from new investor subscriptions or the disposition of the Fund’s investments, to redeem such Redemption Shares within one year after their issuance.

Any redemption of Common Stock for cash will be a taxable transaction for U.S. federal income tax purposes. If a redemption for cash by a U.S. shareholder is treated as a sale or redemption of such Common Stock for U.S. federal income tax purposes, the holder will recognize capital gain or loss equal to the difference between the purchase price and the U.S. shareholder’s adjusted tax basis in the Common Stock redeemed by the Fund. The gain or loss would be long-term capital gain or loss if the holding period for the Common Stock exceeds one year. The deductibility of capital losses may be subject to limitations.

The receipt of cash by a shareholder in redemption of the Common Stock will be treated as a sale or redemption for U.S. federal income tax purposes if the redemption:

In determining whether any of these tests has been met, a holder must take into account not only Common Stock or any other class of the Fund stock it actually owns, but also any Common Stock regardless of class it constructively owns within the meaning of Section 318 of the Code (including stock that is owned, directly or indirectly, by certain members of the holder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the holder has an equity interest as well as stock that may be acquired through options that it owns).

A distribution to a shareholder will be treated as “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in the shareholder’s stock interest (taking into account all Common Stock owned, regardless of class or series) in the Fund. Whether the receipt of cash by a shareholder will result in a meaningful reduction of the shareholder’s proportionate interest will depend on the shareholder’s particular facts and circumstances. If, however, as a result of a redemption of Common Stock, a U.S. shareholder whose relative stock interest (actual or constructive) in the Fund is minimal and who exercises no control over corporate affairs suffers a reduction in its proportionate interest in the Fund (including any ownership of stock constructively owned), the holder generally should be regarded as having suffered a “meaningful reduction” in its interest in the Fund.

Satisfaction of the “substantially disproportionate” and “complete termination” exceptions is dependent upon compliance with certain objective tests set forth in Section 302(b)(2) and Section 302(b)(3) of the Code. A distribution to a shareholder will be “substantially disproportionate” if the percentage of the Fund’s outstanding voting stock actually and constructively owned by the shareholder immediately following the redemption of Common Stock (treating Common Stock redeemed as not outstanding) is less than 80% of the percentage of the Fund’s outstanding voting stock actually and constructively owned by the shareholder immediately before the redemption (treating Common Stock redeemed pursuant to the tender offer as not outstanding), and immediately following the redemption the shareholder actually and constructively owns less than 50% of the total combined voting power of the Fund.

A distribution to a shareholder will result in a “complete termination” if either (1) all of the Common Stock and all other classes of the Fund’s stock actually and constructively owned by the shareholder are redeemed or (2) all of the Common Stock and the Fund’s other classes of stock actually owned by the shareholder are redeemed or otherwise disposed of and the shareholder is eligible to waive, and effectively waives, the attribution of the Fund’s stock constructively owned by the shareholder in accordance with the procedures described in Section 302(c)(2) of the Code.

Any redemption may not be a redemption of all of the Common Stock. If the Fund were to redeem less than all of the Common Stock, a shareholder’s ability to meet any of the three tests described above might be impaired. In consulting with their tax advisors, shareholders should discuss the consequences of a partial redemption of Common Stock on the amount of the Fund’s stock actually and constructively owned by such holder required to produce the desired tax treatment.

If a U.S. shareholder’s receipt of cash attributable to a redemption of Common Stock for cash does not meet one of the tests of Section 302 of the Code described above, then the cash received by such holder in the tender offer will be treated as a dividend and taxed as described above.

Backup Withholding. The Fund will report to its U.S. shareholders and the IRS the amount of dividends paid during each calendar year, and the amount of tax withheld, if any. Under the backup withholding rules, backup withholding may apply to a shareholder with respect to dividends paid unless the holder (a) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (b) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. The IRS may also impose penalties on a U.S. shareholder that does not provide the Fund with such shareholder’s correct taxpayer identification number. A shareholder may credit any amount paid as backup withholding against the shareholder’s income tax liability. In addition, the Fund may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status to the Fund.

Taxation of Tax-Exempt Shareholders. The IRS has ruled that amounts distributed as dividends by a REIT generally do not constitute unrelated business taxable income when received by a tax-exempt entity. Based on that ruling, provided that a tax-exempt shareholder is not one of the types of entity described below and has not held its shares as “debt financed property” within the meaning of the Code, and the shares are not otherwise used in a trade or business, the dividend income from shares is not expected to be unrelated business taxable income to a tax-exempt shareholder. Similarly, income from the sale of shares is not expected to constitute unrelated business taxable income unless the tax-exempt shareholder has held the shares as “debt financed property” within the meaning of the Code or has used the shares in a trade or business.

Notwithstanding the above paragraph, tax-exempt shareholders will be required to treat as unrelated business taxable income any dividends paid by the Fund that are allocable to the Fund’s “excess inclusion” income, if any.

Income from an investment in Common Stock will constitute unrelated business taxable income for tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under the applicable subsections of Section 501(c) of the Code, unless the organization is able to properly deduct amounts set aside or placed in reserve for certain purposes so as to offset the income generated by the Common Stock. Prospective investors of the types described in the preceding sentence should consult such investors’ own tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the foregoing, however, a portion of the dividends paid by a “pension-held REIT” will be treated as unrelated business taxable income to any trust that:

Tax-exempt pension, profit-sharing and stock bonus funds that are described in Section 401(a) of the Code are referred to below as “qualified trusts.” A REIT is a “pension-held REIT” if:

held” requirement, as owned by the beneficiaries of the trust (rather than by the trust itself); and

The percentage of any REIT dividend treated as unrelated business taxable income to a qualifying trust is equal to the ratio of (a) the gross income of the REIT from unrelated trades or businesses, determined as though the REIT were a qualified trust, less direct expenses related to this gross income, to (b) the total gross income of the REIT, less direct expenses related to the total gross income. A de minimis exception applies where this percentage is less than 5% for any year.

The rules described above under the heading “U.S. Shareholders” concerning the inclusion of the Fund’s designated undistributed net capital gains in the income of its shareholders will apply to tax-exempt entities. Thus, tax-exempt entities will be allowed a credit or refund of the tax deemed paid by these entities in respect of the includible gains.

A U.S. shareholder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the U.S. shareholder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year and (2) the excess of the U.S. shareholder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally includes the holder’s dividend income and the holder’s net gains from the disposition of Common Stock, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. shareholder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Fund stock.

State or local taxation may apply to the Fund and its shareholders in various state or local jurisdictions, including those in which the Fund or its shareholders transact business or reside. The state and local tax treatment of the Fund and its shareholders may not conform to the U.S. federal income tax consequences discussed above. Consequently, prospective shareholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in the Fund.

The Fund will issue a complete set of financial statements on an annual basis prepared in accordance with generally accepted accounting principles.

The amounts set forth above are estimates. All of the expenses set forth above will be borne by the Fund.

No person is directly or indirectly controlled by or under common control with the Registrant, except that the Registrant may be deemed to be controlled by the Manager. Immediately prior to this offering, the Manager will own 100% of the Fund’s outstanding common stock. Following the completion of this offering, the share ownership position in the Fund of the Manager is expected to represent less than 1% of the Fund’s outstanding common stock. Information regarding the ownership of the Manager is set forth in Item 9(b) and its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-108809), each of which is incorporated herein by reference.

The following table sets forth the number of record holders of the Fund’s capital shares as of August 2, 2019.

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and that is material to the cause of action. Our charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Maryland law requires a corporation (unless its charter provides otherwise, which ours does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made, or threatened to be made, a party or witness by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Our charter obligates us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer of the Fund or any individual who, while a director or officer of the Fund and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, member or trustee, who is made, or threatened to be made, a party to, or witness in, a proceeding by reason of his or her service in such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as such and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our charter also permits us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Manager and its affiliates (each, an “Indemnitee”) are not liable to us for (i) mistakes of judgment or for action or inaction that such person reasonably believed to be in our best interests absent such Indemnitee’s gross negligence, knowing and willful misconduct, or fraud, or (ii) losses or expenses due to mistakes of judgment, action or inaction, or the negligence, dishonesty or bad faith of any broker or other agent of the Fund who is not an affiliate of such Indemnitee, provided that such person was selected, engaged or retained without gross negligence, willful misconduct, or fraud.

We will indemnify each Indemnitee against any liabilities relating to the offering of our shares or our business, operation, administration or termination, if the Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, our interests and except to the extent arising out of the Indemnitee’s gross negligence, fraud or knowing and willful misconduct. We may pay the expenses incurred by the Indemnitee in defending an actual or threatened civil or criminal action in advance of the final disposition

of such action; provided that the Indemnitee agrees to repay those expenses if found by adjudication not to be entitled to indemnification.

The Manager, a Delaware limited liability company, serves as our Manager. The Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s services under the Management Agreement or otherwise as an investment adviser of the Fund.

The Manager, a Delaware limited liability company, serves as our Administrator. The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s services under the Administration Agreement or otherwise as Administrator for the Fund.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have entered into indemnification agreements with each of the Fund’s directors. The indemnification agreements provide the directors the maximum indemnification and advance of expenses permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we will indemnify the director who is a party to the agreement.

A description of any other business, profession, vocation, or employment of a substantial nature in which the Manager, and each director, executive officer or partner of the Manager, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in Items 18 through 21. Additional information regarding the Manager and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-108809), and is incorporated herein by reference.

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

the Registrant, IDR Core Property Index Fund Ltd, 1111 E. Superior Avenue, Suite 1100, Cleveland, Ohio 44114;

the Transfer Agent UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, Wisconsin 53212; and

the Custodian, Wilmington Savings Fund Society, FSB, 500 Delaware Avenue, 11th Floor, Wilmington, DE 19801; and

the Adviser, IDR Investment Management, LLC, 1111 E. Superior Avenue, Suite 1100, Cleveland, Ohio 4114; and

the Administrator, IDR Investment Management, LLC, 1111 E. Superior Avenue, Suite 1100, Cleveland, Ohio 44114.

Pursuant to the requirements of the 1940 Act, the Fund has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland and the State of Ohio, on the 2nd day of October, 2020.

FIRST: IDR Core Property Index Fund Ltd, a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force, including, without limitation or obligation, to conduct and carry on the business of a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

The address of the principal office of the Corporation in this States is 1519 York Road, Lutherville, MD 21093. The name of the resident agent of the Corporation in the State of Maryland is Cogency Global Inc., whose address is 1519 York Road, Lutherville, MD 21093. The resident agent is a Maryland corporation.

PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 4.1 Number, Vacancies, Classification and Election of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is five, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the “Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The directors shall have the qualifications, if any, specified in the Bylaws. The names of the directors who shall serve until their respective successors are duly elected and qualify are:

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws.

Section 4.2 Extraordinary Actions. Except as specifically provided in Section 4.6 (relating to removal of directors), and in Section 6.2 (relating to certain actions and certain amendments to the charter of the Corporation (the “Charter”)), notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 4.3 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration, if any, as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or Bylaws.

Section 4.4 Preemptive Rights and Appraisal Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.6 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. No holder of stock of the Corporation shall be entitled to exercise the rights of an objecting stockholder under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors shall determine that such rights apply, with respect to all or any classes or series of stock, or any proportion of the shares thereof, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

Section 4.5 Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.

Section 4.6 REIT Qualification. The Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a real estate investment trust (“REIT”) pursuant to Section 856(g) of the Internal Revenue Code of 1986, as amended (the “Code”); however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Section 6.7 is no longer required for REIT qualification.

Section 4.7 Removal of Directors. Subject to the rights of holders of one or more classes or series of the Redemption Stock or Preferred Stock (as defined below), as applicable, to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

Section 5.1 Authorized Shares. The Corporation has authority to issue 1,000,000,000 shares of stock, par value $0.001 per share (the “Common Stock”), of which 500,000,000 shares are designated as Class A Common Stock (the “Class A Common Stock”), and 500,000,000 shares are designated as Class B Common Stock (the “Class B Common Stock” or the “Redemption Stock”) . The aggregate par value of all authorized shares of stock having par value is $1,000,000. If shares of one class or series of stock are classified or reclassified into shares of another class or series of stock pursuant to this Article V, the number of authorized shares of the former class or series shall be automatically decreased and the number of shares of the latter class or series shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes and series that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 5.2 Common Stock. Except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 5.3 Preferred Stock. The Board of Directors may classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, into one or more classes or series of stock, including preferred stock (“Preferred Stock”).

Section 5.4 Voting. Except as provided in the terms of any class or series of stock of the Corporation, and subject to any applicable requirements of the 1940 Act, all holders of shares of stock shall vote together as a single class except with respect to any matter which the Board of Directors shall have determined affects only one or more (but less than all) classes or series of stock, in which case only the holders of shares of such classes or series of stock affected shall be entitled to vote. Without limiting the generality of the foregoing, and subject to any applicable requirements of the 1940 Act, the holders of each class or series of stock shall have, respectively, with respect to any matter submitted to a vote of stockholders (a) exclusive voting rights with respect to any such matter that affects only the class or series of stock of which they are holders and (b) no voting rights with respect to any matter that affects one or more of such other classes or series of stock, but not the class or series of stock of which they are holders.

Section 5.5 Quorum. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast (without regard to class or series) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter which, under applicable law, regulatory requirements or the Charter, requires approval by a separate vote of one or more classes or series of stock, in which case the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast by stockholders of each class or series of stock entitled to vote as a class on the matter shall constitute a quorum.

Section 5.6 Classified or Reclassified Shares. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers (including exclusive voting rights, if any), restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.6 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the SDAT.

Section 5.7.1 Designation. The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of shares of the Redemption Stock are identical to shares of the Class A Common Stock, except as specifically set forth in this Section 5.7.

Section 5.7.2 Voting Rights. Subject to Section 5.4, the holders of shares of Redemption Stock shall vote together with the holders of shares of Class A Common Stock in the election of directors and on any other matter submitted to stockholders, provided that the holders of shares of Redemption Stock, voting together as a separate class with any class or series of preferred stock on which like voting rights have been conferred, shall have the right to separately elect two directors to the Board Directors at all times. The directors to be separately elected by the holders of shares of Redemption Stock will be designated by the Board of Directors. The stockholders entitled to vote generally in the election of directors shall elect the remaining directors.

Section 5.7.3 Redemption at the Option of the Corporation. Shares of Redemption Stock are redeemable at the option of the Corporation at any time, at a price per share of Redemption Stock equal to the then current net asset value per share. As permitted by Section 2-105 of the MGCL, the terms of redemption of the Redemption Stock shall vary among the holders thereof as set forth herein. To the extent that the Corporation redeems less than all of the shares of Redemption Stock then outstanding, such shares will be redeemed by the Corporation in the order of the dates on which they are issued. In the event that the Corporation redeems less than all of the shares of Redemption Stock issued on a specific date (a “Partial Redemption Date”), such shares will be redeemed on a pro rata basis among the holders thereof and the Corporation shall not redeem any shares of Redemption Stock issued on a date subsequent to such Partial Redemption Date until such time as all shares of Redemption Stock issued as of such Partial Redemption Date have been redeemed. Shares of Redemption Stock are not redeemable at the option of the holders thereof.

Section 5.7.4 Issuance of Shares of Redemption Stock. The issuance of any shares of Redemption Stock must be approved by a majority of the directors who are not “interested persons” of the Corporation or IDR Investment Management, LLC and not otherwise interested in the transaction.

Section 5.8 Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, the Corporation’s stock ledger or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection.

Section 5.9 Charter and Bylaws. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.

Section 5.10 Tender Offers. If any person makes a tender offer, including, without limitation, a “mini-tender” offer, such person must comply with all of the provisions set forth in Regulation 14D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, disclosure and notice requirements, that would be applicable if the tender offer was for more than five percent of the outstanding shares of Common Stock; provided, however, that, unless otherwise required by the Exchange Act, such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such person must provide notice to the Corporation at least ten business days prior to initiating any such tender offer. No stockholder may transfer any shares of Common Stock held by such stockholder to any person who initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”) unless such stockholder shall have first offered such shares of Common Stock to the Corporation at the tender offer price offered in such Non-Compliant Tender Offer. In addition, any person who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 5.10, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer. In addition to the remedies provided herein, the Corporation may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer. This Section 5.10 shall be of no force or effect with respect to any shares of Common Stock that are then listed on a national securities exchange.

Section 5.11 Withholding Taxes. The Corporation may withhold and pay over to the U.S. Internal Revenue Service (or any other relevant taxing authority) such amounts as the Corporation is required to withhold or pay over, pursuant to the Code, as amended, or any other applicable law, with respect to any distributions to a stockholder. Any such amounts shall be treated as distributed to such stockholder for all purposes under this Agreement.

Section 6.1 Definitions. For the purpose of this Article VI, the following terms shall have the following meanings:

Beneficial Ownership. The term “Beneficial Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Business Day. The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Capital Stock. The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

Charitable Beneficiary. The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Trust as determined pursuant to Section 6.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Constructive Ownership. The term “Constructive Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder. The term “Excepted Holder” shall mean a stockholder of the Corporation for whom an Excepted Holder Limit is created by the Charter or by the Board of Directors pursuant to Section 6.2.7.

Excepted Holder Limit. The term “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 6.2.7 and subject to adjustment pursuant to Section 6.2.7, the percentage limit established by the Board of Directors pursuant to Section 6.2.7.

Initial Date. The term “Initial Date” shall mean the date upon which the Articles of Amendment and Restatement containing this Article VI are accepted for record by the SDAT.

Market Price. The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors.

Ownership Limit. The term “Ownership Limit” shall mean 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation, or such other percentage determined by the Board of Directors in accordance with Section 6.2.8 of the Charter.

Person. The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.

Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VII, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 6.2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

Restriction Termination Date. The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 4.6 of the Charter that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Transfer. The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such action or cause any such event, of Capital Stock or the right to vote or receive dividends on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trustee. The term “Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as trustee of the Trust.

Section 6.2.1 Ownership Limitations. Prior to the Restriction Termination Date, but subject to Section 4.6:

(i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Ownership Limit and (2) no Excepted Holder shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii) No Person shall Beneficially Own or Constructively Own shares of Common Stock to the extent that such Beneficial Ownership or Constructive Ownership of shares of Common Stock would result in the Corporation (x) being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or (y) otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) Any Transfer of shares of Common Stock that, if effective, would result in shares of Common Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Common Stock.

(b) Transfer in Trust. If any Transfer of shares of Common Stock occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Common Stock in violation of Section 6.2.1(a)(i) or (ii),

(i) then that number of shares of Common Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.2.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically Transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.2.10, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares of Common Stock; or

(ii) if the Transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.2.1(a)(i) or (ii), then the Transfer of that number of shares of Common Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Common Stock.

To the extent that, upon a transfer of shares of Common Stock pursuant to this Section 6.2.1(b), a violation of any provision of this Section 6.2 would nonetheless be continuing (for example where the ownership of shares of Common Stock by a single Charitable Trust would violate the 100 stockholder requirement applicable to REITs), then shares of Common Stock shall be transferred to that number of Charitable Trusts, each having a distinct Charitable Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Charitable Trust, such that there is no violation of any provision of this Section 6.2.

Section 6.2.2 Remedies for Breach. If the Board of Directors or its designee shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 6.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Common Stock in violation of Section 6.2.1 (whether or not such violation is intended), the Board of Directors or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares of Common Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 6.2.1 shall automatically result in the Transfer to the Charitable Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or its designee.

Section 6.2.3 Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Common Stock that will or may violate Section 6.2.1(a), or any Person who would have owned shares of Common Stock that resulted in a Transfer to the Charitable Trust pursuant to the provisions of Section 6.2.1(b), shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 6.2.4 Owners Required To Provide Information. Prior to the Restriction Termination Date:

(a) every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of Common Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of Common Stock Beneficially Owned and a description of the manner in which such shares of Common Stock are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Ownership Limit and the other restrictions set forth herein; and

(b) each Person who is a Beneficial Owner or Constructive Owner of shares of Common Stock and each Person (including the stockholder of record) who is holding shares of Common Stock for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Section 6.2.5 Remedies Not Limited. Subject to Section 4.6, nothing contained in this Section 6.2 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.

Section 6.2.6 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 6.2 or any definition contained in Section 6.1, the Board of Directors may determine the application of the provisions of this Section 6.2 with respect to any situation based on the facts known to it. In the event Section 6.2.1 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors may determine the action to be taken so long as such action is not contrary to the provisions of Article II or Section 6.2. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 6.2.2) acquired Beneficial Ownership or Constructive Ownership of shares of Common Stock in violation of Section 6.2.1, such remedies (as applicable) shall apply first to the shares of Common Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Common Stock based upon the relative number of the shares of Common Stock held by each such Person.

(a) Subject to Section 6.2.1(a)(ii), the Board of Directors may exempt (prospectively or retroactively) a Person from the Ownership Limit and may establish or increase an Excepted Holder Limit for such Person if:

(i) the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary for the Board to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of such shares of Common Stock will violate Section 6.2.1(a)(ii);

(ii) such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the judgment of the Board of Directors, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT, shall not be treated as a tenant of the Corporation); and

(iii) such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 6.2.1 through 6.2.6) will result in such shares of Common Stock being automatically Transferred to a Charitable Trust in accordance with Sections 6.2.1(b) and 6.2.10.

(b) Prior to granting any exception pursuant to Section 6.2.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 6.2.1(a)(ii), an underwriter which participates in a public offering or a private placement of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) may Beneficially Own or Constructively Own shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) in excess of the Ownership Limit, but only to the extent necessary to facilitate such public offering or private placement.

(d) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (i) with the written consent of such Excepted Holder at any time, or (ii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Ownership Limit.

Section 6.2.8 Increase or Decrease in Ownership Limit. Subject to Section 6.2.1(a)(ii), the Board of Directors may from time to time increase or decrease the Ownership Limit for one or more Persons and increase or decrease the Ownership Limit for all other Persons. No decreased Ownership Limit will be effective for any Person whose percentage of ownership in shares of Common Stock is in excess of such decreased Ownership Limit, as applicable, until such time as such Person’s percentage of ownership in shares of Common Stock equals or falls below the decreased Ownership Limit, but any further acquisition of shares of Common Stock in excess of such percentage ownership of shares of Common Stock will be in violation of the Ownership Limit and, provided further, that the new Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49.9% in value of the outstanding shares of Common Stock.

Section 6.2.9 Legend. Each certificate, if any, or any notice in lieu of any certificate, for shares of Common Stock shall bear a legend summarizing the restrictions on ownership and transfer contained herein. Instead of a legend, the certificate, if any, may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge.

(a) Ownership in Trust. Upon any purported Transfer or other event described in Section 6.2.1(b) that would result in a Transfer of shares of Common Stock to a Charitable Trust, such shares of Common Stock shall be deemed to have been Transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the Transfer to the Charitable Trust pursuant to Section 6.2.1(b). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.10(f).

(b) Status of Shares Held by the Charitable Trustee. Shares of Common Stock held by the Charitable Trustee shall continue to be issued and outstanding shares of Common Stock. The Prohibited Owner shall have no rights in the shares of Common Stock held by the Charitable Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares of Common Stock held in trust by the Charitable Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other rights attributable to the shares of Common Stock held in the Charitable Trust.

(c) Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other Distributions with respect to shares of Common Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other Distribution paid prior to the discovery by the Corporation that shares of Common Stock have been Transferred to the Charitable Trustee shall be paid by the recipient of such dividend or other Distribution to the Charitable Trustee upon demand and any dividend or other Distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares of Common Stock held in the Charitable Trust and, subject to Maryland law, effective as of the date that shares of Common Stock have been Transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (a) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that shares of Common Stock have been Transferred to the Charitable Trustee and (b) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Section 6.2, until the Corporation has received notification that shares of Common Stock have been Transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholder entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of stockholder.

(d) Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Corporation that shares of Common Stock have been Transferred to the Charitable Trust, the Charitable Trustee shall sell the shares of Common Stock held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares of Common Stock will not violate the ownership limitations set forth in Section 6.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares of Common Stock sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 6.2.10(d). The Prohibited Owner shall receive the lesser of (a) the price paid by the Prohibited Owner for the shares of Common Stock or, if the Prohibited Owner did not give value for the shares of Common Stock in connection with the event causing the shares of Common Stock to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares of Common Stock on the day of the event causing the shares of Common Stock to be held in the Charitable Trust and (b) the price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Common Stock held in the Charitable Trust. The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.10(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Common Stock have been Transferred to the Charitable Trustee, such shares of Common Stock are sold by a Prohibited Owner, then (i) such shares of Common Stock shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares of Common Stock that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.2.10(d), such excess shall be paid to the Charitable Trustee upon demand.

(e) Purchase Right in Shares Transferred to the Charitable Trustee. Shares of Common Stock Transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per Share equal to the lesser of (a) the price per Share in the transaction that resulted in such Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (b) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer until the Charitable Trustee has sold the shares of Common Stock held in the Charitable Trust pursuant to Section 6.2.10(d). Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares of Common Stock sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.10(c). The Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.

(f) Designation of Charitable Beneficiaries. By written notice to the Charitable Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (a) shares of Common Stock held in the Charitable Trust would not violate the restrictions set forth in Section 6.2.1(a) in the hands of such Charitable Beneficiary and (b) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 6.2.11 NYSE Transactions. Nothing in this Section 6.2 shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Section 6.2 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Section 6.2.

Section 6.2.12 Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Section 6.2.

Section 6.2.13 Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 7.1 Amendments Generally. The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation.

(a) Required Votes. The affirmative vote of stockholders entitled to cast at least 80% of the votes entitled to be cast generally in the election of directors shall be necessary to effect:

(i) Any amendment to the Charter to make the shares of stock a “redeemable security” or any other proposal to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as defined in the 1940 Act);

(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter to effect any such liquidation or dissolution;

(iii) Any amendment to, or any amendment inconsistent with the provisions of, Section 4.1, Section 4.2, Section 4.7, Section 5.8, Section 5.10, Section 7.1 or Section 7.2;

(iv) Any merger, consolidation, conversion, share exchange or sale or exchange of all or substantially all of the assets of the Corporation that the MGCL requires be approved by the stockholders of the Corporation; and

(v) Any transaction between the Corporation and a person, or group of persons acting together (including, without limitation, a “group” for purposes of Section 13(d) of the Exchange Act or any successor provision), that is entitled to exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly, other than solely by virtue of a revocable proxy, of one-tenth or more of the voting power in the election of directors generally, or any person controlling, controlled by or under common control with any such person or member of such group;

provided, however, that, if the Continuing Directors (as defined below), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal, transaction or amendment, the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter shall be sufficient to approve such proposal, transaction or amendment; and provided further, that, with respect to any transaction referred to in (a)(iv) and (a)(v) above, if such transaction is approved by the Continuing Directors, by a vote of at least two-thirds of such Continuing Directors, no stockholder approval of such transaction shall be required unless the MGCL or another provision of the Charter or Bylaws otherwise requires such approval.

(b) Continuing Directors. “Continuing Directors” means (i) the directors identified in Section 4.1, (ii) the directors whose nomination for election by the stockholders or whose election by the Board of Directors to fill vacancies on the Board is approved by a majority of the directors identified in Section 4.1, who are on the Board at the time of the nomination or election, as applicable, or (iii) any successor directors whose nomination for election by the stockholders or whose election by the Board of Directors to fill vacancies is approved by a majority of the Continuing Directors or successor Continuing Directors, who are on the Board at the time of the nomination or election, as applicable.

Section 8.1 Limitation of Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.

Section 8.2 Indemnification and Advance of Expenses. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, manager, member or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter shall vest immediately upon the election of a director or officer. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in the Charter shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance or agreement or otherwise.

Section 8.3 1940 Act. The provisions of this Article VIII shall be subject to the limitations of the 1940 Act.

Section 8.4 Amendment or Repeal. Neither the amendment nor repeal of this Article VIII, nor the adoption or amendment of any other provision of the Charter or the Bylaws inconsistent with this Article VIII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VIII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

THIRD: The amendment to and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent are as set forth in Article III of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 500,000,000, all of which consisting of Common Stock, $0.001 par value per share. The aggregate par value of all shares of stock having par value was $500,000.00.

EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 1,000,000,000, consisting of 500,000,000 shares of Class A Common Stock, $0.001 par value per share, and 500,000,000 shares of Class B Common Stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,000,000.00.

NINTH: The undersigned officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 27^th day of January, 2020.

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. The Corporation shall not be required to hold an annual meeting of stockholders in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In the event that the Corporation is required to hold a meeting of stockholders to elect directors under the Investment Company Act, such meeting shall be designated the annual meeting of stockholders for that year and shall be held on a date and at the time set by the Board of Directors in accordance with the Maryland General Corporation Law (the “MGCL”). An annual meeting of stockholders called for any other reason shall be held on a date and at the time set by the Board of Directors.

(a) General. Each of the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the Secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting.

(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the Secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the Secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the Secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the Secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the Secretary by registered mail, return receipt requested, and (e) be received by the Secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.

(3) The Secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The Secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the Secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors, whoever has called the meeting. In the case of any special meeting called by the Secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the Secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors may consider such factors as he, she or it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the Secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the Secretary: (i) if the notice of meeting has not already been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting, or (ii) if the notice of meeting has been delivered and if the Secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the Secretary until the earlier of (i) five Business Days after actual receipt by the Secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the Secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4. NOTICE OF MEETINGS. Not less than ten nor more than 90 days before each meeting of stockholders, the Secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a “public announcement” (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the Chairman of the Board or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting in the following order: the Vice Chairman of the Board, if any, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and, within each rank, in their order of seniority, the Secretary, the Treasurer, the Chief Operating Officer, if any, the Chief Financial Officer, if any, or, in the absence of such officers, a Chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The Secretary or, in the case of a vacancy in the office or absence of the Secretary, or if the Secretary presides at the meeting, an Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules of parliamentary procedure.

Section 6. QUORUM; ADJOURNMENT AND POSTPONEMENT. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majority of all the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements or the charter of the Corporation (the “Charter”), requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of all the votes entitled to be cast by each such class on such a matter shall constitute a quorum. This section shall not affect any requirement under any statute or the Charter for the vote necessary for the approval of any matter.

If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting, if a quorum shall be established, any business may be transacted which might have been transacted at the meeting as originally convened.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless a different vote is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the Chief Executive Officer, President or a Vice President, a general partner, trustee, manager or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity as such director or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Secretary of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the Secretary and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),

(1) all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act; and

(2) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any authorized officer of the Corporation, to make such determination;

(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(1) the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person;

(2) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(3) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last twelve months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any other closed-end investment company (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company); and

(4) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(1) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee, and

(2) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal; and

(vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the Proposed Nominee for election or reelection as a director or the proposal of other business.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the date of the annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 11 is delivered to the Secretary at the principal executive office of the Corporation not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11 and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that he, she or it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or a written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For the purposes of this Section 11, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(5) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder (or a representative who is qualified under Maryland law to present the proposal on behalf of such stockholder) giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

Section 12. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than eleven, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the Chairman of the Board or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman, the Vice Chairman of the Board, if any, shall act as chairman of the meeting. In the absence of both the Chairman and Vice Chairman of the Board, the Chief Executive Officer or in the absence of the Chief Executive Officer, the President or, in the absence of the President, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary or, in his or her absence, an Assistant Secretary, or, in the absence of the Secretary and all Assistant Secretaries, a person appointed by the chairman of the meeting, shall act as Secretary of the meeting.

Section 9. CHAIRMAN. The Board of Directors may designate from among its members a Chairman and a Vice Chairman of the Board, who shall not, solely by reason of such designation, be officers of the Corporation but shall have such powers and duties as specified in these Bylaws or determined by the Board of Directors from time to time.

Section 10. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time; provided however, this Section 9 does not apply to any action of the directors pursuant to the Investment Company Act, that requires the vote of the directors to be cast in person at a meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 11. WRITTEN CONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission and is filed with the minutes of proceedings of the Board of Directors; provided however, this Section 10 does not apply to any action of the directors pursuant to the Investment Company Act, that requires the vote of the directors to be cast in person at a meeting.

Section 12. VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority of the entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.

Section 13. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting (including telephonic meetings) and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 15. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 16. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 17. RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and if so ratified, shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any action or inaction questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 18. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 18 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). The existence of an Emergency shall be determined by the Board of Directors in its sole and absolute discretion. During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television, electronic media or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee, a Valuation Committee, a Pricing Committee and one or more other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2. POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. WRITTEN CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate one or more alternate members to replace any absent or disqualified member or to dissolve any such committee. Subject to the power of the Board of Directors, the members of the committee shall have the power to fill any vacancies on the committee.

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a President, a Secretary and a Treasurer and may include a Chief Executive Officer, one or more Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, a Chief Investment Officer, a Chief Compliance Officer, one or more Assistant Secretaries and one or more Assistant Treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The Board of Directors may designate a Chairman of the Board and a Vice Chairman of the Board, who shall not, solely by reason of such designation, be officers of the Corporation but shall have such powers and duties as determined by the Board of Directors from time to time. The officers of the Corporation shall be elected annually by the Board of Directors, except that the Chief Executive Officer or President may from time to time appoint one or more vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except President and vice President may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a Chief Executive Officer. In the absence of such designation, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a Chief Operating Officer. The Chief Operating Officer shall have the responsibilities and duties as determined by the Board of Directors or the Chief Executive Officer.

Section 6. CHIEF INVESTMENT OFFICER. The Board of Directors may designate a Chief Investment Officer. The Chief Investment Officer shall have the responsibilities and duties as determined by the Board of Directors or the Chief Executive Officer.

Section 7. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a Chief Financial Officer. The Chief Financial Officer shall have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer.

Section 8. CHIEF COMPLIANCE OFFICER. The Board of Directors shall designate a Chief Compliance Officer to the extent required by and consistent with the requirements of, the Investment Company Act. The Chief Compliance Officer, subject to the direction of and reporting to the Board of Directors, shall be responsible for the oversight of the Corporation’s compliance with the Federal securities laws. The designation, compensation and removal of the Chief Compliance Officer must be approved by the Board of Directors, including a majority of the directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Corporation. The Chief Compliance Officer shall perform such executive, supervisory and management functions and duties as may be assigned to him or her from time to time.

Section 9. PRESIDENT. In the absence of a designation of a Chief Operating Officer by the Board of Directors, the President shall be the Chief Operating Officer. In the absence of a designation of a Chief Executive Officer by the Board of Directors, the President shall be the Chief Executive Officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 10. VICE PRESIDENTS. In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to such Vice President by the Chief Executive Officer, the President or by the Board of Directors. The Board of Directors may designate one or more Vice Presidents as Executive Vice President, Senior Vice President or as Vice President for particular areas of responsibility.

Section 11. SECRETARY. The Secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors.

Section 12. TREASURER. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a Chief Financial Officer by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, President and Board of Directors, at the regular meetings of the Board of Directors or upon request, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the Chief Executive Officer, President or the Board of Directors.

Section 1. CONTRACTS. The Board of Directors or any manager of the Corporation approved by the Board of Directors and acting within the scope of its authority pursuant to a management or advisory agreement with the Corporation may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or a manager or adviser acting within the scope of its authority pursuant to a management or advisory agreement and executed by the chief executive officer, the president or any other person authorized by the Board of Directors or such a manager or adviser.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

Section 1. CERTIFICATES; REQUIRED INFORMATION. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his, her or its attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or provide for the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation.

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole and absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland,” or shall be in such other form as may approved by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection.

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, (b) any derivative action or proceeding brought on behalf of the Corporation, (c) any action asserting a claim of breach of any duty owed by any director, officer or employee of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim against the Corporation or any director, officer or employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any director, officer or employee of the Corporation that is governed by the internal affairs doctrine.

The Board of Directors shall have the exclusive power, at any time, to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

If and to the extent that any provision of the MGCL, including, without limitation, Subtitle 6 and, if then applicable, Subtitle 7, of Title 3 of the MGCL, or any provision of the Charter or these Bylaws conflicts with any provision of the Investment Company Act, the applicable provision of the Investment Company Act shall control.

IDR Core Property Index Fund Ltd, a Maryland corporation (the “Fund”), hereby adopts the following plan (the “Plan”) with respect to distributions declared by its board of directors (the “Board of Directors”) on its shares of Class A Common Stock, par value $0.001 per share (the “Common Shares”):

1. Each Stockholder of record may enroll in the Plan by providing the Plan Administrator (as defined below) with written notice in either of the two manners set forth in the following sentence. To enroll in the Plan, such Stockholder shall notify UMB Fund Services, Inc., the Plan administrator and the Fund’s transfer agent, dividend disbursing agent and registrar (collectively the “Plan Administrator”), (i) directly in writing, or (ii) by electing in the Fund’s subscription agreement to participate in the Plan, so that, in either case, such notice is received by the Plan Administrator no later than three months prior to the next the record date fixed by the Board of Directors for the distribution involved. If a Stockholder elects to enroll in the Plan, all distributions thereafter declared by the Board of Directors shall be payable in Common Shares of the Fund as provided herein, and no action shall be required on such Stockholder’s part to receive a distribution in Common Shares. If a Stockholder wishes to receive its distributions in cash, no action is required if such Stockholder is not currently enrolled in the Plan.

2. Subject to the Board of Director’s discretion and applicable legal restrictions, the Fund intends to declare and pay ordinary cash distributions on a quarterly basis on such other date or dates as may be fixed from time to time by the Board of Directors to Stockholders of record at the close of business on the record date for the distribution involved.

3. The Fund shall use newly-issued Common Shares to implement the Plan. There will be no sales charges on Common Shares issued to a Stockholder.

4. The number of Common Shares to be issued to a Stockholder shall be determined by dividing the total dollar amount of the distribution payable to a Stockholder by a price equal to the then current net asset value per Common Share as determined by the Board of Directors.

5. The Plan Administrator will set up an account for Common Shares acquired pursuant to the Plan for each Stockholder who has elected to enroll in the Plan (each a “Participant”). The Plan Administrator may hold each Participant’s Common Shares, together with the Common Shares of other Participants, in non-certificated form in the Plan Administrator’s name or that of its nominee. If a Participant’s Common Shares are held by a broker or other financial intermediary, the Participant may “opt in” to the Plan by notifying its broker or other financial intermediary of its election.

6. The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business days after the date thereof. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest in cash at the current offering price of the Fund’s Common Shares in effect at the time of termination.

7. Common Shares issued pursuant to the Plan will have the same voting rights as the Common Shares issued pursuant to the private placements conducted by the Fund. The Plan Administrator will forward to each Participant any Fund-related proxy solicitation materials and each Fund report or other communication to Stockholders, and will vote any Common Shares held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Fund.

8. In the event that the Fund makes available to its Stockholders rights to purchase additional Common Shares or other securities, the Common Shares held by the Plan Administrator for each Participant under the Plan will be used in calculating the number of rights to be issued to the Participant.

9. The Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Fund. No commissions or fees will be assessed to the Fund’s Stockholders pursuant to the Plan. A Stockholder will be subject to income tax on the amount of any dividends a Stockholder receives, even if Stockholder participates in the Plan and does not receive such dividends in the form of cash.

10. Each Participant may terminate his, her or its participation in the Plan by calling Investor Services at 888.778.7781 or by providing written notice to the Plan Administrator at IDR Core Property Index Fund Ltd, c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, WI 53212, or by calling the reinvestment agent at 888.778.7781. Such termination will be effective immediately if the Participant’s notice is received by the Plan Administrator at least three months prior to the next record date for distributions to Stockholders; otherwise, such termination will be effective only with respect to any subsequent distribution. The Plan may be terminated by the Fund upon notice delivered to each Participant at least 30 days prior to any record date for the payment of any distribution by the Fund. Notices to a Participant may be provided electronically or by letter addressed to the Participant at the Participant’s last e-mail or other address of record with the Fund. Each Participant shall notify the Fund promptly in writing of any change of address. If a Participant’s Common Shares are held by a broker or other financial intermediary, the Participant may terminate its participation in the plan by notifying its broker or other financial intermediary. Upon any termination, the Plan Administrator will credit the Participant’s account for the full Common Shares held for the Participant under the Plan and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant. If a Participant elects by his, her or its written notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all of his, her or its Common Shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a pro rata share of brokerage commission from the proceeds.

11. These terms and conditions may be amended or supplemented by the Fund at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by delivering to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of such Participant’s participation in the Plan. Any such amendment may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor agent, for each Participant’s account, all dividends and distributions payable on Common Shares of the Fund held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

12. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors, unless such error is caused by the Plan Administrator’s negligence, bad faith, or willful misconduct or that of its employees or agents.

13. These terms and conditions shall be governed by the laws of the State of Delaware.

This Agreement (the “Agreement”) is made as of May 15, 2020, by and between IDR CORE PROPERTY INDEX FUND LTD, a Maryland corporation (the “Fund”), and IDR INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the Fund is a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Manager is an investment adviser that is registered under the Investment Advisers Act of 1940 (the “Advisers Act”);

WHEREAS, the Fund desires to retain the Manager to furnish investment advisory services to the Fund pursuant to the terms and conditions set forth herein; and

WHEREAS, the Manager will also serve as the Fund’s administrator (the “Administrator”) pursuant to an Administration Agreement to be entered into by and between the Fund and the Administrator (as amended from time to time, the “Administration Agreement”).

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Manager hereby agree as follows:

(ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Manager shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Manager will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Manager to make investments on behalf of the Fund through a special purpose vehicle, the Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

The Manager agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

The Manager is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith, taking into account 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, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund’s portfolio, and constitutes the best net results for the Fund.

The services of the Manager to the Fund are not exclusive, and the Manager may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Manager or its affiliates to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Fund’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Manager shall be the only investment adviser for the Fund, subject to the Manager’s right to enter into sub-advisory agreements as set forth herein. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Fund are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Manager and directors, officers, employees, partners, stockholders, members and managers of the Manager and its affiliates are or may become similarly interested in the Fund as stockholders or otherwise.

If any person who is a manager, partner, officer or employee of the Manager or its affiliates is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund, then such manager, partner, officer and/or employee of the Manager or its affiliates shall be deemed to be acting in such capacity solely for the Fund, and not as a manager, partner, officer or employee of the Manager or its affiliates or under the control or direction of the Manager, even if paid by the Manager or an affiliate thereof.

The Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager) shall not be liable to the Fund for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Fund shall indemnify, defend and protect the Manager (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager, including without limitation its general partner or managing member, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or by reason of the reckless disregard of the Manager’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Manager shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Manager shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 8 shall continue in force and effect and apply to the Manager and its representatives as and to the extent applicable.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the Investment Company Act.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

This Custody Agreement (this “Agreement”) is dated as of [_____], 2020 and is by and between IDR CORE PROPERTY INDEX FUND LTD, a Maryland corporation (the “Company”) and WILMINGTON SAVINGS FUND SOCIETY, FSB (or any successor or permitted assign acting hereunder), a federal savings bank, as custodian (the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).

WHEREAS, the Company is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a “real estate investment trust” pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) Sections 856 through 860 (a “REIT”), and is authorized to issue shares of the Fund’s Class A Common Stock (“Common Shares”) and Class B Common Stock (“Redemption Shares”); and

WHEREAS, the Company desires to retain the Custodian to act as custodian and as Document Custodian for the Company; and

WHEREAS, the Company desires that its Assets (as defined below) and cash be held and administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.1 Defined Terms. In addition to terms expressly defined elsewhere herein, the following words shall have the following meanings as used in this Agreement:

“Agreement” means this Custody Agreement (as the same may be amended from time to time in accordance with the terms hereof).

“Assets” means, collectively, the (i) investments acquired by the Company and delivered to the Custodian by or on behalf of the Company from time to time during the term of, and pursuant to the terms of, this Agreement, (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i), and all other non-cash property of the Company delivered to the Custodian by or on behalf of the Company (as applicable) from time to time.

“Bank Account” means any deposit account established by the Custodian at a bank in accordance with Section 3.6(a) and includes an Initial Funding Bank Account.

“Cash Sweep Program” means the program offered through an Initial Funding Bank Account for the investment of monies in a Custodial Account, the terms of which program have been disclosed to the Company.

“Company” has the meaning set forth in the first paragraph of this agreement.

“Confidential Information” means any databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other similar or related information that may be furnished to the Company by the Custodian from time to time pursuant to this Agreement.

“Custodian” has the meaning set forth in the first paragraph of this Agreement.

“Custodial Account” means each segregated custodial account (or sub-account thereof) to be established by the Custodian on behalf of the Company, in which the Custodian shall hold those Assets, Proceeds received by it, and cash deposited from time to time from or with respect to Assets, as applicable, by or on behalf of the Company into a Bank Account and/or invested pursuant to Section 3.6.

“Document Custodian” means the Custodian when acting in the role of a document custodian hereunder.

“Federal Reserve Bank Book-Entry System” means a depository and securities transfer system operated by the Federal Reserve Bank of the United States on which are eligible to be held all United States Government direct obligation bills, notes and bonds.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof) unincorporated organization, or any government or agency or political subdivision thereof.

“Proceeds” means, collectively, (i) the net cash proceeds to the Company of the private offering by the Company of Common Shares, (ii) all cash distributions, earnings, dividends, fees and other cash payments paid on the Securities by or on behalf of the issuer or obligor thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of Assets pursuant to the terms of this Agreement (and any Reinvestment Earnings (defined below) from investment of the foregoing, as defined in Section 3.6(b) hereof) and (iv) the net cash proceeds the Company of any borrowing or other financing by the Company, in each case, to the extent delivered by the Company to the Custodian.

“Proper Instructions” means instructions received by the Custodian, in form acceptable to it, reasonably believed by the Custodian to be from the Company or any Authorized Person by any of the following:

(a) in writing signed by an Authorized Person (and delivered by hand, by mail, by overnight courier or by telecopier);

“Request for Release” means a request for release of any Uncertificated LP Interests (defined below), which request shall be either (i) delivered to the Document Custodian substantially in the form of Exhibit A hereto or (ii) as otherwise agreed to between the Document Custodian and the Company.

“Securities” means, collectively, the (i) investments acquired by the Company and delivered to the Custodian by the Company from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i). For avoidance of doubt, the term “securities” includes stocks, shares, bonds, debentures, notes, or other obligations and any certificates, receipts, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets.

“Securities Depository” means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange Commission (“SEC”) under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling of securities where all securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the securities.

“Securities System” means the Federal Reserve Bank Book-Entry System, a clearing agency which acts as a Securities Depository, or another book entry system for the central handling of securities.

“Street Delivery Custom” means a custom of the United States securities market to deliver securities which are being sold to the buying broker for examination to determine that the securities are in proper form.

“Street Name” means the form of registration in which the securities are held by a broker who is delivering the securities to another broker for the purposes of sale, it being an accepted custom in the United States securities industry that a security in Street Name is in proper form for delivery to a buyer and that a security may be re-registered by a buyer in the ordinary course.

“Sub-custodian” means and includes any branch of a “U.S. bank,” as that term is defined in Rule 17f-5 under the 1940 Act.

“Uncertificated LP Interests” means uncertificated documentation of an interest in a limited partnership to which such interest in a limited partnership is evidenced only by a subscription document demonstrating an interest in the limited partnership.

(a) any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as the same may be amended, modified or otherwise rewritten from time to time;

(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(c) any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;

(d) a reference to a Person includes a reference to the Person’s executors, custodian, successors and permitted assigns;

(e) an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and severally;

(f) an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;

(g) a reference to the term “including” means “including, without limitation,” and

(h) a reference to any accounting term is to be interpreted in accordance with generally accepted principles and practices in the United States, consistently applied, unless otherwise instructed by the Company.

1.3 Headings. Headings are inserted for convenience and do not affect the interpretation of this Agreement.

2.1 Appointment and Acceptance. The Company, hereby appoints the Custodian as custodian of Assets and cash (including Proceeds) owned by, or in possession of the Company and delivered to the Custodian at any time during the period of this Agreement, all of which shall be held in a Custodial Account, on the terms and conditions set forth in this Agreement, and the Custodian hereby accepts such appointment and agrees to hold those Assets and cash (including Proceeds) owned by the Company delivered to the Custodian in a Custodial Account and to perform the services and duties set forth in this Agreement with respect to it subject to and in accordance with the provisions hereof.

2.2 Instructions. The Company agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of the Custodian, as may reasonably be necessary to enable the Custodian to perform its duties hereunder.

2.3 Company Responsible For Directions. The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or from a Custodial Account for the benefit of the Company. Without limiting the generality of the foregoing, the Custodian has no responsibility for compliance with any restrictions, covenants, limitations or obligations to which the Company may be subject or for which it may have obligations to third parties in respect of a Custodial Account, and the Custodian shall have no liability for the application of any funds made at the direction of the Company. The Company shall, or shall direct the appropriate Persons, to deposit funds to be used for the purchase of Assets into the Bank Account designated for the benefit of a particular Fund by the Custodian for such purpose (an “Initial Funding Bank Account”), and shall direct the Custodian to transfer such funds to such other Bank Accounts for the purpose of purchasing Assets. The Company shall be solely responsible for properly instructing all applicable payers to make all appropriate cash payments via an Initial Funding Bank Account to the Custodian to be held in a Custodial Account for the benefit of a particular Fund, and for properly instructing the Custodian with respect to the allocation or application of all such payments.

2.4 Appointment of Sub-Custodian. In its discretion but with prior written notice, the Custodian may from time to time employ for a Custodial Account one or more Sub-custodians (a) to establish and maintain arrangements with a Security Depository to hold Assets and cash of the Company and (b) to carry out such other provisions of this Agreement as it may determine. The appointment of any Sub-custodian and the maintenance of any Assets and cash of the Company with such Sub-custodian shall be at the Company’s expense.

3.1 Segregation. All Assets held by the Custodian for the account of the Company (other than securities maintained in a Securities Depository or Securities System) shall be accounted for separately from and shall not be commingled with other securities and property in the custody of the Custodian or the Custodian’s own assets, and the records of the Custodian shall indicate at all times that such Assets are held for the Company. The Custodian shall identify on its books and records the securities, other financial assets and cash belonging to the Company, whether held directly or indirectly through Sub-custodians, a Securities Depository or a Securities System. To the extent that the Custodian or any of its Sub-custodians holds investments constituting the Company’s Assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian or Sub-custodian shall identify which of such investments constitute Company Assets. Securities certificates and tangible non-cash property shall be held in safekeeping and physically segregated from other securities and noncash property in the possession of the Custodian and shall be identified as subject to this Agreement the Company.

3.2 Custodial Account. The Custodian shall establish and maintain each Custodial Account, in which the Custodian shall enter and carry, subject to Section 3.3(a) of this Agreement, those Assets and cash of the Company that is delivered to it in accordance with this Agreement. The Custodian shall be authorized to open such additional accounts as may be necessary or convenient for administration of its duties hereunder.

(a) The Company, shall deliver, or cause to be delivered, to the Custodian, Assets and cash owned by the Company, including all payments of income, payments of principal and capital distributions received by the Company with respect to such Assets or cash at any time during the period of this Agreement. Except to the extent otherwise expressly provided herein, the Company shall cause delivery of Assets to the Custodian to be made against receipt of payment therefor, and in the name of the Custodian as custodian for the benefit of the Company, Street Name or other good delivery form. The Custodian shall not be responsible for such Assets or cash until actually delivered to, and received by the Custodian. Prior to delivering any Asset other than cash to the Custodian, the Company shall provide advance notice to the Custodian detailing the nature of such Asset. The Custodian may for convenience, but in no event shall be required to, take and hold title to an Asset or any part thereof in its name as Custodian for the Company or in the name of its nominee. The Company acknowledges that with respect to most types of Assets, the Custodian will hold the indicia of ownership, confirmation, or other evidence of purchase and not the asset itself. Where the Asset is a pooled investment vehicle for the investment in other assets, the Custodian shall not have custody of, and shall have no control over, or responsibility or liability for the underlying assets in such investment vehicle.

(a) The Custodian or the Document Custodian shall sell and/or release and deliver, or direct its agents or any Sub-custodian to sell and/or release and deliver, as the case may be, Assets of the Company held by the Custodian, its agents or any Sub-custodian from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Assets to be released, with such delivery and other information as may be necessary to enable the Custodian or Document Custodian to perform), which may be standing instructions (in form acceptable to the Custodian) in the following cases:

(i) upon sale of such Assets by or on behalf of the Company, against receipt of payment therefor or, if otherwise directed by Proper Instructions:

(A) in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; or

(B) in the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Securities System;

(ii) upon the receipt of payment in connection with any repurchase agreement related to such Assets;

(iii) to a depositary agent in connection with tender or other similar offers for securities;

(iv) to the issuer thereof or its agent when such Assets are called, redeemed, retired or otherwise become payable (unless otherwise directed by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its Sub-custodian);

(v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or into the name of any nominee of the Custodian or into the name of any of its agents or Sub-custodian or their nominees or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units, provided that, in any such case, the new Assets are to be delivered to the Custodian;

(vi) to brokers, clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom, against delivery to the Custodian of a receipt for such Assets, provided that, in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such Securities prior to receiving payment for such Securities;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities by their issuer, or pursuant to provisions for conversion contained in such Securities or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts (unless otherwise directed by Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, the Document Custodian, or their agents or any Sub-custodian);

(viii) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities (unless otherwise directed by Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, Document Custodian, or their agents or any Sub-custodian); and/or

(ix) upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by the Company;

(x) for delivery in connection with any loans of securities of the Company, but only against receipt of such collateral as the Company, shall have specified in written instructions to the Custodian;

(xi) for delivery as security in connection with any borrowings by the Company requiring a pledge of assets by the Company, but only against receipt by the Custodian of the amounts borrowed;

(xii) pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Company;

(xiii) for delivery in accordance with the provisions of any agreement among the Company, the Custodian and a broker-dealer registered under the 1934 Act, as amended and a member of the Financial Industry Regulatory Authority (“FINRA”), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Company;

(xiv) for any other proper corporate purpose of the Company, but only upon receipt of Proper Instructions and an officer’s certificate signed by an officer of the Company (which officer shall not have been the Authorized Person providing the Proper Instructions) stating (A) the specified Assets to be delivered, (B) the purpose for such delivery, (C) that such purpose is a proper corporate purpose and (D) naming the person or persons to whom delivery of such securities shall be made and attaching a certified copy of a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such Proper Instructions.

3.5 Registration of Assets. Assets held by the Custodian, its agents or any Sub-custodian (other than bearer securities or securities held in a Securities System) shall be registered in the name of the Custodian for the benefit of the Company; or, at the option of the Custodian, in the name of the Custodian or in the name of any nominee of the Custodian or any nominee of any Sub-custodian, or in the name of its agents or any Sub-custodian or their nominees; or if directed by the Company, by Proper Instructions, may be maintained in Street Name. The Custodian, its agents and any Sub-custodian shall not be obligated to accept Assets on behalf of the Company under the terms of this Agreement unless such Assets are in the name of the Custodian for the benefit of the Company, Street Name or other good deliverable form as determined in the Custodian’s sole discretion.

(a) At the written direction of the Company, the Custodian shall open and maintain separate Initial Funding Bank Accounts and one or more separate Bank Accounts in the name of the Custodian for the benefit of the Company, to hold funds credited to the particular Custodial Account on behalf of the Company. The Custodian shall provide to the Company, wire instructions for the transmittal of funds to an Initial Funding Bank Account. Monies credited to a Custodial Account shall be deposited in an Initial Funding Bank Account until either invested pursuant to Section 3 of this Agreement or transferred at the direction of the Company to the other Bank Accounts to be used to purchase Assets. Such Bank Accounts shall be subject to draft or order only by the Custodian and shall contain only assets held by the Custodian as custodian for the Company, and the Custodian‘s records shall indicate at all times that such cash is held for the Company, and its Subsidiaries. Any bank at which the Custodian opens and maintains such accounts shall be qualified to act as a custodian under the 1940 Act, and establishment of any such account shall constitute appointment of the bank as a Sub-custodian pursuant to Section 3 of this Agreement.

(b) All Proceeds and other monies, if any, received by the Custodian via the Bank Accounts from time to time shall be credited to the Company’s Custodial Account.

(c) Upon direction of the Company, amounts deposited in an Initial Funding Bank Account shall be automatically invested in an Initial Funding Bank Account’s Cash Sweep Program, until the Custodian receives Proper Instructions from an Authorized Person (which may be standing instructions) with respect to the disposition of such amounts. Such investments shall be subject to availability and the Initial Funding Bank Account’s then applicable transaction charges (which shall be at the Company’s expense). The Custodian shall have no liability for any loss incurred on any such investments. Absent receipt of such Proper Instructions from an Authorized Person, the Custodian shall have no obligation to invest amounts held in any Bank Account. In no instance will the Custodian have any obligation to provide investment advice to the Company. Any earnings from such investment of amounts held in a Custodial Account from time to time (collectively, “Reinvestment Earnings”) shall be redeposited in a Bank Account (and may be reinvested pursuant to Proper Instructions). The Company shall be credited with any interest earned on amounts in the Bank Accounts.

(d) In no instance shall the Custodian be obligated to make any advances to the Company of cash or Assets in a Custodial Account for any purpose, including but not limited to any securities settlement or assumed settlement, account overdraft, or provisional credit.

3.9 Collection of Income. The Custodian, its agents or its sub-custodian shall use reasonable efforts to collect on a timely basis all income and other payments with respect to the Assets held hereunder to which the Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the United States. Such efforts shall include collection of interest income, dividends and other payments with respect to registered domestic securities if on the record date with respect to the date of payment by the issuer the Asset is registered in the name of the Custodian or its nominee (or in the name of its agent or Sub-custodian, or their nominee); provided, however, that in the case of Assets held in Street Name, the Custodian shall use commercially reasonable efforts only to timely collect income. In no event shall the Custodian’s agreement herein to collect income be construed to obligate the Custodian to commence, undertake or prosecute any legal proceedings.

3.10 Payment of Moneys. Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from a Custodial Account (or remit to its agents or any Sub-custodian, and direct them to pay out) moneys of the Company held therein in the following cases:

(i) upon the purchase of Assets for the Company pursuant to such Proper Instructions against delivery of such Assets to the Custodian or, if otherwise directed by Proper Instructions:

(A) in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such securities; or

(B) in the case of a purchase effected through a Securities System, in accordance with the rules governing the operation of such Securities System;

(ii) for the payment of any dividends or capital gain distributions declared by the Company;

(iv) in connection with the conversion, exchange or surrender of any securities owned by the Company;

(v) for the payment of any expense or liability incurred by the Company, including, but not limited to, the following payments for the account of the Company: interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, director and legal fees; and other operating expenses of the Company; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;

(vi) for transfer in accordance with the provisions of any agreement among the Company, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA relating to compliance with rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Company;

(vii) for a Funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and

(viii) for any other purpose directed by the Company, but only upon receipt of Proper Instructions specifying the amount of such payment, and naming the Person or Persons to whom such payment is to be made.

3.11 Establishment of Segregated Account. Upon receipt of Proper Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of the Company, into which account or accounts may be transferred Assets or cash, including cash maintained by the Custodian in a Bank Account for the benefit of the Company:

(a) in accordance with the provisions of any agreement among the Company, the Custodian and such other party regarding escrow or other arrangements in connection with transactions by the Company;

(d) for purposes of segregating cash or Securities in connection with securities options purchased or written by the Company or in connection with financial futures contracts (or options thereon) purchased or sold by the Company;

(e) for purposes of compliance by the Company with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and

(f) for other proper custody purposes as determined by the Company, but only upon receipt of Proper Instructions.

Each segregated account established under this Section 3.11 shall be established and maintained for the Company only and not for any other client of the Custodian. The Company, and not the Custodian, shall be responsible for determining whether such segregated account meets any applicable regulatory, contractual or other purpose for which the account was created.

3.12 Voting and Other Action. The Custodian shall promptly deliver any notices, proxies, or proxy soliciting materials received by the Custodian to the Company, but without indicating the manner in which any such proxies are to be voted. Neither the Custodian nor any nominee of the Custodian shall vote any of the securities held hereunder by or for the account of the Company, except in accordance with Proper Instructions of the Company. In the absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, the Custodian shall be under no duty to act with regard to such proxies.

3.13 Communications Relating to Assets. The Custodian shall transmit promptly to the Company all written information (including pendency of calls and maturities of Assets and expirations of rights in connection therewith) received by the Custodian from its agents or any Sub-custodian or from issuers of the Assets being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Assets unless and except to the extent it has received timely Proper Instructions from the Company. The Custodian will not be liable for any untimely exercise of, or failure to exercise, any right or power in connection with Assets at any time held by the Custodian, its agents or Sub-custodian unless:

(i) the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days prior to the date on which such right or power is to be exercised; and

(ii) the Custodian, or its agents or Sub-custodian are in actual possession of such Assets at least three (3) Business Days prior to the date on which such right or power is to be exercised.

It will be the responsibility of the Company, to notify the Custodian of the Person to whom such communications must be forwarded under this Section. For the avoidance of doubt, upon and after the effective date of any termination of this Agreement or resignation of the Custodian, the Custodian shall have no responsibility to so transmit any information under this Section 3.13.

3.14 Records. The Custodian shall create and maintain records that relate to the custody of the Assets, cash or other property held for the Company under this Agreement as may be required by Section 31 of the 1940 Act, and, if required to be maintained by Rule 31a-1 or Rule 31a-2 under the 1940 Act. Such records shall, upon fifteen (15) Business Days prior written request to the Custodian and at the Company’s expense, be open for inspection by duly authorized officers, employees or agents of the Company, on behalf of the Company and upon reasonable request and notice, by employees and agents of the SEC. To the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the Company (at the Company’s reasonable request made from time to time) by providing sub-certifications regarding certain of its services performed hereunder to the Company in connection with the Company’s certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the property of the Company and shall at all times during the regular business hours of the Custodian be open for inspection by a duly authorized officers, employees or agents of the Company (including its independent public accountants) and employees and agents of the SEC, upon reasonable request and at least fifteen (15) Business Days’ prior written notice and at the Company’s expense. The Custodian shall, at the Company’s request, supply the Company with a tabulation of Securities owned by the Company and held by the Custodian and shall, when requested to do so by the Company and for such compensation as shall be agreed upon between the Company and the Custodian, include, to the extent applicable, the certificate numbers in such tabulations, to the extent such information is available to the Custodian.

3.15 Responsibility for Property Held by Sub-custodians. The Custodian’s responsibility with respect to the selection or appointment of a Sub-custodian shall be limited to a duty to exercise reasonable care in the selection of such sub-custodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the failure to act by any Sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities, or claims from such Sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts actually received by it from such Sub-custodian (exclusive of related costs and expenses incurred by the Custodian).

(a) With respect to an Uncertificated LP Interest, such document shall be delivered to the Custodian in its role as, and at the address identified for, the Document Custodian. All Uncertificated LP Interests shall be held in safekeeping by the Document Custodian, individually segregated from the securities and investments of any other Person and marked so as to clearly identify them as the property of the Company.

(b) The Document Custodian shall release and ship for delivery, or direct its agents or sub-custodian to release and ship for delivery, as the case may be, Uncertificated LP Interests held by the Document Custodian, its agents or its sub-custodian from time to time upon receipt of a Request for Release (which shall, among other things, specify the Uncertificated LP Interests to be released, with such delivery and other information as may be necessary to enable the Document Custodian to perform (including the delivery method). Any request for release by the Company shall be in the form of the Request for Release. The Company is authorized to transmit and the Document Custodian is authorized to accept signed facsimile or email copies of Requests for Release submitted in the form attached hereto as Exhibit A (or as otherwise agreed between the Document Custodian and the Company).

(c) For the avoidance of doubt, the Document Custodian shall have no obligation to review or monitor any Uncertificated LP Interest, or to exercise any rights or obligations connected to or arising from any Uncertificated LP Interest, but shall only be required to hold those Uncertificated LP Interests received by it in accordance with this Agreement. All rights, protections, indemnities and immunities provided in this Agreement in favor of the Custodian under this Agreement shall also apply to the Document Custodian.

(a) The Custodian shall furnish the Company with a monthly activity statement and a summary of all transfers to or from a Company Custodial Account on the day following such transfers (as of the last day of the subject month). No later than the 3^rd Business Day of each of July, October, January and April, the Custodian shall provide the Company and such other Persons as the Company shall request in writing with quarterly statements of the Assets and cash held in a Custodial Account as of the last Business Day of each of June, September, December and March, respectively.

(b) Upon the request of the Company, the Custodian shall request on behalf of the Company information regarding or view-only access to one or more of the Bank Accounts and accounts held by any Sub-custodian for the Company, its Subsidiaries and such other Persons as the Company shall request.

(c) The Custodian shall have no duty or obligation to undertake any market valuation of the Assets under any circumstance.

The Custodian may deposit and/or maintain securities in a Securities System within the United States in accordance with applicable Federal Reserve Board and SEC rules and regulations, including Rule 17f-4 under the 1940 Act, and subject to the following provisions:

(a) The Custodian may keep domestic securities in a U.S. Securities System provided that such securities are represented in an account of the Custodian in the U.S. Securities System which shall not include any assets of the Custodian other than assets held by it as a custodian or otherwise for customers;

(b) The records of the Custodian with respect to securities which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Company;

(c) If requested by the Company, the Custodian shall provide the Company copies of all notices received from the U.S. Securities System of transfers of securities for the account of the Company; and

(d) Anything to the contrary in this Agreement notwithstanding, the Custodian shall not be liable to the Company for any direct loss, damage, cost, expense, liability or claim to the Company resulting from use of any Securities System (other than to the extent resulting from the Custodian’s breach of the standard of care set forth in Section 9 of this Agreement, or from failure of the Custodian to enforce effectively such rights as it may have against the U.S. Securities System).

7.1 No Duty to Examine Underlying Instruments. Nothing herein shall obligate the Custodian or Document Custodian to review or examine any underlying instrument, certificate, credit agreement, indenture, loan agreement, promissory note, or other financing document evidencing or governing any Asset to determine the terms, validity, sufficiency, marketability or enforceability of any Asset (and shall have no responsibility for the genuineness or completeness thereof), or otherwise.

7.2 Resolution of Discrepancies. In the event of any discrepancy between the information set forth in any report provided by the Custodian or Document Custodian to the Company and any information contained in the books or records of the Company, shall promptly notify the Custodian or Document Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

7.3 Improper Instructions. Notwithstanding anything herein to the contrary, the Custodian or Document Custodian shall not be obligated to take any action (or forebear from taking any action), which it reasonably determines (at its sole option) to be contrary to the terms of this Agreement or applicable law. In no instance shall the Custodian or Document Custodian be obligated to provide services on any day that is not a Business Day.

(a) The Company will give notice to the Custodian or Document Custodian, in form acceptable to the Custodian or Document Custodian, specifying the names, electronic mail addresses and specimen signatures of persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person”) which notice shall be signed by an Authorized Person previously certified to the Custodian or Document Custodian. The Custodian or Document Custodian shall be entitled to reasonably rely upon the identity and authority of such persons until it receives written notice from an Authorized Person of the Company, to the contrary. The initial Authorized Persons are set forth on Schedule I attached hereto and made a part hereof (as such Schedule I may be modified from time to time by written notice from the Company, to the Custodian or Document Custodian).

(b) The Custodian or Document Custodian shall not have an obligation to act (or forebear to act) in accordance with purported instructions to the extent that they conflict, as determined in the Custodian’s or Document Custodian’s sole discretion, with applicable law or regulations, local market practice or the Custodian’s or Document Custodian’s operating policies and practices. The Custodian or Document Custodian shall not have an obligation to act (or forebear to act) in accordance with oral instructions. The Custodian or Document Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

(c) In no instance shall the Custodian or Document Custodian be obligated to provide services pursuant to this Agreement on any day that is not a Business Day.

(d) In the event any fund transfer instructions are given, the Custodian or Document Custodian is authorized but not required to seek confirmation of such instructions by telephone call-back to any Authorized Person, and the Custodian or Document Custodian may rely upon the confirmation of anyone purporting to be an Authorized Person so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Custodian or Document Custodian.

7.5 Actions Permitted Without Express Authority. The Custodian or Document Custodian may but shall not be required to, at its discretion, without express authority from the Company:

(c) in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the Bank Accounts, Sub-custodians, Assets, cash and other property of the Company.

7.6 Evidence of Authority. The Custodian or Document Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate, instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed or otherwise given by or on behalf of the Company by an Authorized Person. The Custodian or Document Custodian may receive and accept a certificate signed by any Authorized Person as conclusive evidence of:

(b) any determination, direction or any action by the Company as described in such certificate, and such certificate may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary from an Authorized Person of the Company.

7.7 Receipt of Communications. Any communication received by the Custodian or Document Custodian on a day which is not a Business Day or after 3:00 p.m. New York time (or such other time as is agreed by the Company, and the Custodian or Document Custodian from time to time in writing on a Business Day will be deemed to have been received on the next Business Day.

8.1 Fees. The Custodian and the Document Custodian shall be entitled to compensation for its services in accordance with the terms of that certain fee letter dated [_____], 2020, between the Company and the Custodian. The Company shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Company shall notify the Custodian in writing within 30 calendar days following receipt of each invoice if the Company is disputing any amounts in good faith. The Company shall pay such disputed amounts within 30 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Company is disputing in good faith as set forth above, unpaid invoices shall accrue in accordance with the terms of that certain fee letter dated [_____], 2020, between the Company and the Custodian.

8.2 Expenses. The Company agrees to pay or reimburse to the Custodian and Document Custodian upon its request all costs, disbursements, and expenses (including reasonable fees and expenses of legal counsel) incurred, and any disbursements made in connection with the preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian of Document Custodian of their duties and services under this Agreement, from time to time (including the reasonable costs and expenses of any action deemed necessary by the Custodian or Document Custodian to collect any amounts owing to it under this Agreement).

8.3 Indemnification. (a) The Company to the fullest extent permitted by law, shall indemnify, defend, and hold harmless the Custodian and Document Custodian and its affiliates, and each director, officer, employee, and agent of any of them, and their respective successors and assigns (each, including the Custodian in its individual capacity, an “Indemnitee,” and collectively, the “Indemnitees”), from and against any and all claims, demands, actions, causes of action, suits, proceedings, investigations, liabilities, losses, damages, judgments, settlements, taxes, deficiencies, costs and expenses (including, without limitation, court costs and attorneys’ fees and expenses and including costs of enforcement of the Company’s obligations hereunder) as and when imposed on, incurred (individually, a “Loss,” and collectively, “Losses”) asserted against or sustained or incurred by any Indemnitee as a result of, based upon, arising from, relating to, or in connection with this Agreement, the Custodian’s or Document Custodian’s service or performance as custodian hereunder including, but not limited to, any and all damages, claims, liabilities, losses, costs and expenses, incurred by the Custodian or Document Custodian as a result of its efforts in following directions and/or any action or inaction of the Custodian or Document Custodian or of any other authorized parties, including third parties, regarding any custody account or other property or assets administered in connection with this Agreement, or any act or omission that the Custodian or Document Custodian has or is alleged to have taken or omitted to take as custodian hereunder, in any case irrespective of the time when any such Loss or Losses is asserted, sustained or incurred or when the amount of such Loss or Losses is established. The foregoing indemnification shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian or Document Custodian.

(b) The Company shall not be obligated to indemnify an Indemnitee for a specific Loss to the extent such Loss resulted from an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct of such Indemnitee if there is a final, non-appealable judgment by a court of competent jurisdiction that includes an explicit finding or determination that the Indemnitee is not entitled to be indemnified under this Agreement because such act or omission constituted gross negligence, bad faith or willful misconduct on the part of such Indemnitee. In the event of such a final judgment, the Company shall be entitled to assert a claim in a court of competent jurisdiction against any Indemnitee receiving payment with respect to a claim pursuant to this Section 8.3 to recover any payments theretofore made as indemnification for such specific Loss.

(c) The Company shall provide to the Custodian or Document Custodian such reasonable financial information regarding the Company as the Custodian or Document Custodian may from time to time request

8.4 Security. If the Custodian or Document Custodian advances cash or Securities to the Company for any purpose, either at the Company’s request or as otherwise contemplated in this Agreement, or in the event that the Custodian or Document Custodian or its nominee incurs, in connection with its performance under this Agreement, any claim, demand, loss, expense, tax, charge, assessment or liability (including reasonable attorneys' fees) (except such as may arise from its or its nominee's gross negligence or willful misconduct) (collectively, “Liabilities”), then, in any such event, any property at any time held for a Custodial Account of the Company shall be security therefor, and should the Company fail promptly to repay or indemnify the Custodian or Document Custodian, the Custodian or Document Custodian shall be entitled to utilize available cash of the Company and to dispose of other Assets of the Company to the extent necessary to obtain reimbursement or indemnification. The Custodian or Document Custodian may set off, recoup and/or otherwise deduct any unpaid fees, non-reimbursed expenses, unsatisfied indemnification rights and/or other Liabilities from cash and other assets on deposit in any Custody Account or otherwise in the Custodian’s or Document Custodian’s custody if not otherwise paid by the Company when due.

The Custodian or Document Custodian shall not be liable for any action taken or omitted, or for any loss or injury which results from its action or inaction, under any provision of this Agreement, in the absence of Custodian’s or Document Custodian’s gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction.

10.1 General Duties and Limitations Thereon. (a) The Custodian or Document Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian or Document Custodian shall be determined solely by the express provisions of this Agreement. No implied duties (including fiduciary duties), obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian or Document Custodian.

(b) Neither the Custodian or Document Custodian nor any of their directors, officers, employees or agents shall be liable to anyone for any error of judgment or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 9 of this Agreement or is a breach of the terms of this Agreement. Subject to the Custodian’s or Document Custodian’s conformance to the standard of care set forth in Section 9 of this Agreement, the Custodian or Document Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian or Document Custodian shall not be under any obligation at any time to ascertain whether the Company is in compliance with the 1940 Act, the regulations thereunder, or the Company’s investment objectives and policies then in effect.

(c) In no event shall the Custodian or Document Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages.

(d) The Custodian or Document Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian or Document Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; or (ii) of counsel for the Company. The cost of such legal advice shall be reimbursed pursuant to Section 8.2 hereof.

(e) No provision of this Agreement shall require the Custodian or Document Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification.

(f) The permissive right of the Custodian or Document Custodian to take any action hereunder shall not be construed as duty.

(g) The Custodian or Document Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian or Document Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian or Document Custodian in conformity with the standard of care set forth in Section 9. The cost of such services shall be reimbursed pursuant to Section 8.2 hereof.

(h) The Custodian or Document Custodian shall have no duty or responsibility to monitor or enforce any of the Company’s investment parameters, policies, procedures, and restrictions, if any, and the Custodian or Document Custodian shall have no liability for the performance of any investment and shall have no duty regarding the management of the Company’s investments except to follow the directions of the Company. All trades, purchases, sales and liquidations are made at the sole risk of the Company and the Custodian or Document Custodian is not responsible or liable for any failure or delay in execution caused by the Company, any broker or clearing firm, any investment or investment sponsor, or any failure of any electronic or other method of communication.

(i) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of a third party, except as a result of an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct, for any loss occasioned by any third party whose services are rendered in connection with the operation of this Agreement.

(j) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of any broker, dealer or any agent engaged either by the Company or by the Custodian or Document Custodian, except as a result of an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct, in connection with the purchase, sale, transfer, delivery or exchange of any property held hereunder or otherwise.

(k) The Custodian or Document Custodian is not a party to, is not bound by, and has no duty to inquire into any agreement other than this Agreement.

(l) Subject to applicable law, the Custodian or Document Custodian and any stockholder, director, officer or employee of the Custodian may buy, sell, and deal in any of the securities of the Company and become pecuniarily interested in any transaction in which the Company may be interested, and contract and lend money to the Company and otherwise act as fully and freely as though it were not the Custodian or Document Custodian under this Agreement. Nothing herein shall preclude the Custodian or Document Custodian from acting in any other capacity for the Company or for any other entity.

(m) Notwithstanding anything contained herein to the contrary, the Custodian and Document Custodian shall not be required to take any action in any jurisdiction not within the United States of America.

(a) The Custodian or Document Custodian shall be entitled to refrain from taking any action unless it has Proper Instructions or other direction from the Company as it reasonably deems necessary, and shall be entitled to require that Proper Instructions or other direction to it be in writing. The Custodian or Document Custodian shall have no liability for any action (or forbearance from action) taken pursuant to the Proper Instructions of the Company.

(b) Whenever the Custodian or Document Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable terms of this Agreement; and whenever any report or other information is required to be produced or distributed by the Custodian or Document Custodian it shall be in form, content and medium reasonably acceptable to it and the Company, and otherwise in accordance with any applicable terms of this Agreement.

10.5 Force Majeure. Notwithstanding anything herein to the contrary, the Custodian or Document Custodian shall be without liability to the Company for any damage or loss resulting from or caused by events or circumstances beyond the Custodian’s or Document Custodian’s reasonable control including (a) nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, epidemics/pandemics, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; (b) errors by the Company (including any Authorized Person) in its instructions to the Custodian or Document Custodian; or (c) changes in applicable law, regulation or orders.

10.6 Actual Collection Required. The Custodian or Document Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Company or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or Document Custodian or its agents actually receive such cash or collect on such instrument.

10.7 No Responsibility for Title, etc. So long as and to the extent that it is in the exercise of reasonable care, the Custodian or Document Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

10.8 Limitation on Duty to Collect. The Custodian or Document Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Company if such Securities are in default or payment is not made after due demand or presentation.

10.9 Reliance Upon Documents and Instructions. The Custodian or Document Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian or Document Custodian shall be entitled to rely upon any Proper Instructions actually received by it pursuant to this Agreement.

If the Custodian or Document Custodian issues to the Company, security codes, passwords or test keys in order that it may verify that certain transmissions of information, including Proper Instructions, have been originated by the Company, the Company shall safeguard any security codes, passwords, test keys or other security devices which the Custodian shall make available, and shall be liable for any damages resulting from the failure to so safeguard or use by unauthorized Persons.

12.1 Domestic Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Company or the Custodian as custodian of the Assets, cash, or the Proceeds, by the tax law of the United States or any state or political subdivision thereof, or of countries other than the United States or any political subdivision thereof. The Custodian shall have no liability, and the Company shall indemnify the Custodian, for such obligations including but not limited to taxes (but excluding any income taxes assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding, certification and reporting requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal expenses) that may be assessed against the Company or the Custodian as custodian of the Assets, cash, or Proceeds. The Company is solely responsible for preparing and filing all required income tax returns. The Custodian shall report to the Internal Revenue Service (the “IRS”), as of each calendar year-end, all income earned from the investment of any sum held by it pursuant to this Agreement, as and to the extent required under the provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Upon the written request of the Company the Custodian will provide to the Company all information regarding the transactions executed under this Agreement that may reasonably be required for the preparation of a the Company’s income tax returns. The Company is responsible for the payment of taxes and any and all professional fees incurred by the Company in the preparation of the Company’s tax return or arising from the operation of this Agreement.

12.2 Foreign Tax Law. It shall be the responsibility of the Company to notify the Custodian of the obligations imposed on the Company by the tax law of foreign (e.g., non-U.S.) jurisdictions, including responsibility for withholding and other taxes, assessments or other government charges, certifications and government reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to cooperate with the Company with respect to any claims for exemption or refund under the tax law of the jurisdictions for which the Company has provided such information.

13.1 Effective Date. This Agreement shall become effective as of the date first stated above. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This Agreement may only be amended by mutual written agreement of the parties hereto. This Agreement may be terminated by the Custodian or Document Custodian or the Company, on behalf of the Company, pursuant to Section 13.2.

13.2 Termination. This Agreement shall terminate upon the earliest of (a) the effective date of termination specified in any written notice of termination given by either party to the other which effective date shall be not less than sixty (60) days from the date that such notice is given in accordance with Section 16, and (b) such other date of termination as may be mutually agreed upon by the parties in writing.

13.3 Resignation. The Custodian may at any time resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Company.

13.4 Survival of Obligations. The provisions of this Section 13.4 and Section 8.4 (Security) and Section 17 (Choice of Law), and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

13.5 Successor. Prior to the effective date of termination of this Agreement, or the effective date of the resignation of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable. If a successor custodian is not designated by the Company on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a “bank” as defined in the 1940 act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all securities, cash and other property held by custodian under this Agreement and to transfer to an account of or for the Company at such bank or trust company all securities of the Company held in a book-entry system or securities depository. Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement.

13.6 Payment of Fees, etc. Upon termination of this Agreement or resignation of the Custodian, the Company shall pay to the Custodian or Document Custodian such compensation, and shall likewise reimburse the Custodian or Document Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be). All indemnifications in favor of the Custodian or Document Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian.

13.7 Final Report. In the event of any resignation of the Custodian, the Custodian shall provide to the Company a complete final report or data file transfer of any Confidential Information as of the date of such resignation.

14.1 Representations of the Company. The Company represents and warrants to the Custodian that:

(a) it has the power and authority to enter into and perform its obligations under this Agreement, and it has duly authorized and executed this Agreement so as to constitute its valid and binding obligation; ·

(b) it is in material compliance with all applicable laws and regulations, including but not limited to the 1940 Act and rules and regulations thereunder;

(c) it has ensured that the terms of this Agreement are not inconsistent with the 1940 Act and rules and regulations thereunder;

(d) in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will act in accordance with the provisions of its certificate of incorporation and bylaws and any applicable laws and regulations; and

(e) it shall not, without the prior written consent of the Custodian, permit the assets of the Account to be deemed assets of an employee benefit plan which is subject to ERISA (defined below). The Company acknowledges and agrees that the Custodian shall not grant its consent in the foregoing circumstance unless and until the Company has entered into such amendments to this Agreement and has provided such assurances and indemnities to the Custodian, as the Custodian reasonably may require to be assured that it will not be subject to the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) liability. If for any reason the Company breaches or otherwise fails to comply with the provisions of this section, this Agreement may be terminated immediately by the Custodian.

14.2 Representations of the Custodian. The Custodian hereby represents and warrants to the Company that:

(a) it is qualified to act as a custodian pursuant to Section 17(f) of the 1940 Act;

(b) it has the power and authority to enter into and perform its obligations under this Agreement; and

(d) it maintains business continuity policies and standards that include data file backup and recovery procedures, that comply with all applicable regulatory requirements.

This Agreement is not intended for, and shall not be construed to be intended for, the benefit of any third parties and may not be relied upon or enforced by any third parties (other than successors and permitted assigns pursuant to Section 20 of this Agreement).

Any Proper Instructions shall be given to the following address (or such other address as either party may designate by written notice to the other party), and otherwise any notices, approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the following address (or such other address as either of them may subsequently designate by notice to the other), given by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service, or (iii) confirmed telecopier or telex, with a duplicate sent on the same day by first class mail, postage prepaid:

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). The Custodian shall have the right to apply to any state or federal court located within the State of Delaware for the adjudication and resolution of any dispute arising out of or related to this Agreement, and all parties hereto hereby submit to the jurisdiction of such courts, and waive any objection to the laying of venue therein, whether based on inconvenience or otherwise, and consent to service of process in any such action by mail, overnight courier or other similar means, or any other means permitted under Delaware law.

18.1 Complete Agreement. This Agreement and the related fee letter described in Section 8.1 of this Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed herein and supersedes and terminates as of the date hereof, all prior agreements or understandings, oral or written between the parties to this Agreement relating to such matters.

18.2 Counterparts. This Agreement may be executed in any number of counterparts and all counterparts taken together shall constitute one and the same instrument.

18.3 Facsimile Signatures. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic transmission shall be deemed to be their original signatures for all purposes.

19.1 Amendment. This Agreement may not be amended except by an express written instrument duly executed by the Company and the Custodian.

19.2 Waiver. In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder, unless and except to the extent such waiver is set forth in an expressly written instrument signed by the party against whom it is to be charged.

20.1 Successors Bound. The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided in this Agreement.

20.2 Merger and Consolidation. Notwithstanding the foregoing, any entity into which the Custodian or Document Custodian may be merged or consolidated, any entity resulting from such merger or consolidation, or any entity to which the Custodian or Document Custodian transfers all or substantially all of its business, that in any such case is a qualified custodian under the 1940 Act, shall be the successor of the Custodian or Document Custodian hereunder and shall succeed to all of the rights, powers and duties of the Custodian or Document Custodian hereunder, without the execution or filing of any paper or any further act on the part of the parties hereto.

The terms of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid or unenforceable, such determination shall not affect the remaining terms.

If, in performing its duties under this Agreement, the Custodian or Document Custodian is required to decide between alternative courses of action, the Custodian or Document Custodian may (but shall not be obliged to) request written instructions from the Company as to the course of action desired by it. If the Custodian or Document Custodian does not receive such instructions within two (2) days after it has requested them, the Custodian or Document Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action. The Custodian shall act in accordance with instructions received from the Company in response to such request after such two-day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions.

Nothing herein shall prevent the Custodian or Document Custodian or any of its affiliates from engaging in other business, or from entering into any other transaction or financial or other relationship with, or receiving fees from or from rendering services of any kind to the Company or any other Person. Nothing contained in this Agreement shall constitute the Company and/or the Custodian or Document Custodian or Document Custodian (and/or any other Person) as members of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by virtue of the engagement or relationship established by this Agreement.

This Agreement and all schedules, exhibits, attachments and amendment hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further production shall likewise be admissible in evidence.

All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations, including any Personal Information, shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including authorized disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement or (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement. Notwithstanding the foregoing, the Receiving Party also may disclose confidential information (i) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (ii) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

SEC Rule 14b-2 requires custodians which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the custodian unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Company to indicate whether it authorizes the Custodian to provide the Company’s name, address, and share position to requesting companies whose securities the Company owns. If the Company tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Company tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Company as consenting to disclosure of this information for all securities owned by the Company and its Subsidiaries or any funds or accounts established by the Company. For the Company’s protection, the Rule prohibits the requesting company from using the Company’s name and address for any purpose other than corporate communications. Please indicate below whether the Company consents or objects by checking one of the alternatives below.

The Company is not (or will not be) a person with whom the Custodian is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury of the United States of America (including, those persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, the Company hereby agrees to provide the Custodian or Document Custodian with any additional information that the Custodian or Document Custodian deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities. The following notification is provided to Fund pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318 (“Patriot Act”): IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for depositors: When a depositor opens an account, if such depositor is an individual, a depository (including the Custodian or Document Custodian) will ask for such depositor’s name, taxpayer identification number, residential address, date of birth, and other information that will allow the depository to identify such depositor, and, if such depositor is not an individual, depository will ask for such depositor’s name, taxpayer identification number, business address, and other information that will allow the depository to identify such depositor. The Custodian or Document Custodian may also ask, if such depositor is an individual, to see depositor’s driver’s license or other identifying documents, and, if such depositor is not an individual, to see such depositor’s legal organizational documents or other identifying documents.

The Company has and retains primary responsibility for all compliance matters relating to the Company, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Company relating to its portfolio investments as set forth in its prospectus and statement of additional information. The Custodian’s services hereunder shall not relieve the Company of its responsibilities for assuring such compliance or the Company’s board of director’s oversight responsibility with respect thereto.

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

This Agreement is executed by the Company and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Company individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of the Company under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, the Company and shall be payable solely from the available assets of the Company.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly authorized officer, intending the same to take effect as of the [______] day of [_____], 2020.

This Agreement (“Agreement”) is made as of May 15, 2020 by and between IDR CORE PROPERTY INDEX FUND LTD, a Maryland corporation (the “Fund”), and IDR INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”).

WHEREAS, the Fund is a closed-end management investment fund that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms set forth herein;

WHEREAS, the Administrator is willing to provide administrative services to the Fund on the terms and conditions set forth herein;

WHEREAS, the Administrator will also serve as the Fund’s investment adviser (the “Manager”) pursuant to an Investment Advisory Agreement to be entered into by and between the Fund and the Manager (as amended from time to time, the “Management Agreement”); and

WHEREAS, the Fund bears all costs and expenses incurred in its operation, administration and transactions which are not specifically assumed by the Manager pursuant to the Management Agreement or this Agreement.

The Administrator agrees to maintain and keep all books, accounts and other records of the Fund that relate to activities performed by the Administrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Fund pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Administrator) shall not be liable to the Fund for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator of the Fund (except to the extent specified in Section 36(b) of the Investment Company Act and to the extent applicable to the services provided by the Administrator hereunder concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Fund shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Administrator, including without limitation its general partner or managing member, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator of the Fund. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

The services of the Administrator to the Fund are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and Stockholders of the Fund are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Fund as Stockholders or otherwise.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of January 27, 2020 (the “Effective Date”), by and between IDR Investment Management, LLC, a Delaware limited liability company (the “Licensor”) and IDR Core Property Index Fund Ltd, a Maryland corporation (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”

WHEREAS, the Licensee is a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended;

WHEREAS, the Licensor provides investment management, investment consultation and investment advisory services;

WHEREAS, the Licensor has used the mark IDR (the “Licensed Mark”) in the United States of America and Canada (the “Territory”) in connection with investment management, investment consultation, investment advisory services and other services the Licensor provides, as applicable;

WHEREAS, the Licensee is entering into an investment advisory agreement with the Licensor (the “Investment Advisory Agreement”), wherein the Licensee will engage the Licensor to act as the investment advisor to the Licensee;

WHEREAS, the Licensee desires to use the Licensed Mark as part of its company name and in connection with the operation of its business, and the Licensor is willing to grant the Licensee a license to use the Licensed Mark, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.1. License. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a personal, non-exclusive, fully-paid, royalty-free right and license to use the Licensed Mark solely and exclusively as a component of the Licensee’s own company name and in connection with the conduct of its business and marketing the investment management, investment consultation and investment advisory services that the Licensor may provide to the Licensee. During the term of this Agreement, the Licensee shall use the Licensed Mark only to the extent permitted under this Agreement, and except as provided above, neither the Licensee nor any of its affiliates, owners, directors, officers, employees or agents shall otherwise use the Licensed Mark or any derivatives without the prior express written consent of the Licensor in its sole and absolute discretion. All rights not expressly granted to the Licensee hereunder shall remain the exclusive property of the Licensor.

1.2. Licensor’s Use. Nothing in this Agreement shall preclude the Licensor, its affiliates, or any of its successors or assigns from using or permitting other entities to use the Licensed Mark, whether or not such entity directly or indirectly competes or conflicts with the Licensee’s business in any manner.

1.3. Ownership. The Licensee acknowledges and agrees that the Licensor is the owner of all right, title, and interest in and to the Licensed Mark, and all such right, title, and interest shall remain with the Licensor. The Licensee shall not otherwise contest, dispute, or challenge the Licensor’s right, title, and interest in and to the Licensed Mark.

1.4. Goodwill. All goodwill and reputation generated by the Licensee’s use of the Licensed Mark shall inure to the benefit of Licensor. The Licensee shall not by any act or omission use the Licensed Mark in any manner that disparages or reflects adversely on Licensor or its business or reputation.

2.1. Quality Control. In order to preserve the inherent value of the Licensed Mark, the Licensee agrees to use commercially reasonable efforts to ensure that it maintains the quality of the services offered and provided in connection with the operation thereof equal to the quality standards prevailing in the operation of the Licensor’s and the Licensee’s businesses as of the date of this Agreement. The Licensee further agrees to use the Licensed Mark in accordance with such quality standards as may be reasonably established by the Licensor and communicated to the Licensee from time to time in writing, or as may be agreed to by the Licensor and the Licensee from time to time in writing. The Licensee agrees to allow the Licensor to conduct reasonable inspection of the quality of the Licensee’s services from time to time. Upon written notification by the Licensor to the Licensee of noncompliance with the Licensor’s quality standards in any material respect, the Licensee shall take appropriate steps, in a commercially reasonable time frame, not to exceed sixty (60) days, to cure such noncompliance.

2.2. Compliance With Laws. The Licensee agrees that the business operated by it in connection with the Licensed Mark shall comply in all material respects with all laws, rules, regulations and requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, advertising, and promotion of the business and that it shall notify the Licensor of any action that must be taken by the Licensee to comply with such law, rules, regulations or requirements.

2.3. Notification of Infringement. Each party shall promptly notify the other party and provide to the other party all relevant background facts upon becoming aware of (a) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with the Licensor’s rights in the Licensed Mark or the rights granted to the Licensee under this Agreement, (b) any infringements or misuses of the Licensed Mark in the Territory by any third party (“Third Party Infringement”) or (c) any claim that Licensee’s use of the Licensed Mark infringes the intellectual property rights of any third party in the Territory (“Third Party Claim”). The Licensor shall have the exclusive right, but, except as set forth in Section 2.4 with respect to Third Party Claims, not the obligation, to prosecute, defend and/or settle in its sole discretion, all actions, proceedings and claims involving any Third Party Infringement or Third Party Claim, and to take any other action that it deems necessary or proper for the protection and preservation of its rights in the Licensed Mark. The Licensee shall cooperate with the Licensor, at Licensor’s expense, in the prosecution, defense or settlement of such actions, proceedings or claims.

2.4. Indemnification. Licensor agrees that Licensee shall have no liability, and Licensor will indemnify, defend and hold Licensee harmless against any and all damages, liabilities, claims, causes of action, attorneys’ fees or costs incurred by Licensee in defending against any Third Party Claim; provided that Licensee gives advanced notice to Licensor of such Third Party Claim and that Licensee’s use of the Licensed Mark that is the subject of such Third Party Claim is in accordance with the terms of this Agreement. Licensee may, at its own expense, appear in any such matter through counsel of its own choosing.

3.1. Non-Infringement. To Licensor’s knowledge, the use of the Licensed Mark in the Territory in accordance with the terms of this Agreement by Licensee will not infringe or otherwise violate the trademark rights of any third-party.

3.2. Disclaimer of Other Representation and Warranties. Except as set forth in Section 3.1, the Licensee hereby accepts this license on an “as is” basis. The Licensee acknowledges that the Licensor makes no explicit or implicit representation or warranty as to the registrability, validity, enforceability or ownership of the Licensed Mark, and the Licensor has no obligation to indemnify the Licensee with respect to any claims arising from the Licensee’s use of the Licensed Mark, except as set forth in Section 2.4 with respect to any Third Party Claim.

3.3. Mutual Representations. Each party hereby represents and warrants to the other parties as follows:

(a) Due Authorization. Such party is a corporation duly incorporated and in good standing as of the Effective Date, and the execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party.

(b) Due Execution. This Agreement has been duly executed and delivered by such party and, upon due authorization, execution and delivery of this Agreement by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

(c) No Conflict. Such party’s execution, delivery and performance of this Agreement does not: (i) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of such party; (ii) conflict with or violate any governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.

4.1. Term; Expiration; Termination. Except as set forth in this Section 4.1, the license granted to Licensee under this Agreement shall continue perpetually. Notwithstanding the foregoing, this Agreement shall expire if the Licensor or one of its affiliates ceases to serve as investment adviser to the Licensee. This Agreement shall be terminable (a) by the Licensor (i) at any time and in its sole discretion in the event that the Licensor or the Licensee receives notice of any Third Party Claim arising out of the Licensee’s use of the Licensed Mark or (ii) at any time in the event the Licensee assigns or attempts to assign or sublicense this Agreement or any of the Licensee’s rights or duties hereunder without the prior written consent of the Licensor or (b) by either party upon sixty (60) days’ written notice.

4.2. Effect of Termination. Upon expiration or termination of this Agreement, all rights granted to the Licensee under this Agreement with respect to the Licensed Mark shall cease, and the Licensee shall immediately delete the term “IDR” from its corporate name and shall discontinue all other use of the Licensed Mark. For twenty-four (24) months following termination of this Agreement, the Licensee shall specify on all public-facing materials in a prominent place and in prominent typeface that the Licensee is no longer operating under the Licensed Mark, is no longer associated with the Licensor, or such other reasonable notice as may be deemed necessary by the Licensor in its sole discretion in its prosecution, defense, and/or settlement of any Third Party Claim.

5.1. Third Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party other than the Adviser any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

5.2. Assignment. The Licensee shall not sublicense, assign, pledge or grant as security or otherwise encumber or transfer to any third party all or any part of its rights or duties under this Agreement, in whole or in part, without the prior written consent from the Licensor, which consent the Licensor may grant or withhold in its sole and absolute discretion. Any purported transfer or other encumbrance without such consent shall be void ab initio.

5.3. Independent Contractor. Except as expressly provided or authorized in the Investment Advisory Agreement or any other agreement between the parties, no party shall have, or shall represent that it has, any power, right or authority to bind the other parties to any obligation or liability, or to assume or create any obligation or liability on behalf of the other parties.

5.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or such other address as the parties may provide to each other by written notice):

5.5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

5.6. Amendment. This Agreement may not be amended or modified except by a written instrument signed by each party hereto.

5.7. No Waiver. The failure of any party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.

5.8. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

5.9. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

5.11. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

THIS AGREEMENT (this “Agreement”), dated September [ ], 2020 is entered into by and among IDR Core Property Index Fund Ltd (“Fund”), IDR Investment Management, LLC (the “Fund Manager”, together with “Fund”, the “Fund Parties”, and each individually, a “Fund Party”) and Envexergy, Inc. d/b/a RealBlocks (“Portal” and together with the Fund Parties, the “Parties”, and each individually, a “Party”). Fund is a Maryland corporation registered under the Investment Company Act of 1940, as amended (defined below), that operates as a closed-end non-diversified, management investment company managed by Fund Manager, and Portal will create and maintain an online platform (the “Online Platform”) to make shares of the Fund (the “Shares”) available to US investors (the “Offerings”) and enable the Fund Manager to manage its interactions with the investors in the Fund.

Portal shall create and maintain the Online Platform to enable Fund Manager to manage its interactions with investors in Fund, and in connection therewith, Portal will provide the services and adhere to the minimum technical specifications set forth in Appendix A, the provisions and terms and conditions of which are a part of this Agreement (the “Services”). While Portal will facilitate the operation of the Online Platform, Fund Manager shall be solely responsible for and shall solely make the Offerings on the Online Platform. Portal shall not permit any Person access to the Online Platform, unless such Person is qualified to invest in Fund and is resident, domiciled, or has its registered office, as applicable, in the US.

Portal will utilize certain third party providers to deliver the Services listed in Appendix A. Among the third party providers that will be utilized in connection with this Agreement is the following:

UMB Fund Services (“UMB”), headquartered in Milwaukee, Wisconsin, offers a complete line of products and services to the fund industry, including fund administration, fund accounting, tax, investor services and transfer agency, distribution and custody.

The Fund will pay an annual fee to the Portal of not more than [ ]% of the total Fund assets as reflected in this Agreement. The Portal will be fully responsible for compensating UMB for its transfer agency services outlined in the transfer agency agreement by and between the Fund and UMB dated [ ], 2020 (the “Transfer Agency Agreement”), attached hereto as Appendix C.

An Authorization Letter appointing Portal as the “Authorized Person”, as defined under the Transfer Agency Agreement is included in Appendix D.

The Fund Parties acknowledge and agree that services offered by Portal are dependent on the Fund Parties appointing Portal as an Authorized Person in connection with the Transfer Agency Agreement and in the absence of such authorization, Portal shall not be liable for the services listed in Appendix A.

“Authorized Sales Materials” means all advertising and supplemental sales literature to be used or delivered in the United States and its territories by Fund in connection with any public offering of Shares pursuant to the Registration Statement on Form N-2 filed with the Commission with respect to such Shares, whether designated solely for “broker-dealer use only” or otherwise.

“Commission” or “SEC” means the United States Securities and Exchange Commission.

“Data” means any data or information supplied, uploaded and/or inputted to Online Platform by any prospective investor or Fund and any data output derived therefrom.

“Prospectus” means the Fund prospectus, as amended or supplemented, on file with the Commission (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), including any prospectus on file with respect to any follow-on offering; provided, that if such prospectus is amended or supplemented, the term “Prospectus” shall refer to such prospectus as amended or supplemented to date.

“Registration Statement” means a registration statement on Form N-2 on file with the Commission, as amended through the date hereof, provided, that if the Registration Statement is amended or supplemented, “Registration Statement” shall refer to the Registration Statement as so amended; and provided further, that, with respect to any follow-on offering, the term “Registration Statement” means the registration statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Shares in the Registrant are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act.

EXCEPT FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE IN SECTION 6, IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES AND NO LIABILITY SHALL ATTAIN AGAINST ANY OFFICER, DIRECTOR, OWNER AGENT OR EMPLOYEE OF EACH PARTY AND THE OTHER PARTY SHALL LOOK SOLELY TO THE ASSETS OF SUCH PARTY FOR SATISFACTION OF THE OBLIGATIONS ARISING UNDER THIS AGREEMENT.

a) This Agreement may be terminated for convenience by any Party hereto at any time upon the provision of ninety (120) days prior written notice thereof to the other Parties. The Parties acknowledge that the duties and obligations provided for herein are personal in nature and agree that neither this Agreement nor any of such duties or obligations may be assigned without the express written consent of the other Parties hereto.

b) Each Fund Party may terminate this Agreement immediately upon written notice to Portal (A) upon a material breach of this Agreement by Portal, (B) if any representation or warranty of Portal is, or during the term of this Agreement, becomes, incomplete or inaccurate in any material respect, (C) if Portal commits a material violation of any state, federal, or foreign law or regulation in connection with the provision of its services hereunder or the offering of Shares, or (D) if Portal or any of its respective directors, officers, principals, or managers is charged with (1) any crime involving dishonesty or moral turpitude or (2) any felony as defined under United States federal or state law (or any crime in a non-United States jurisdiction punishable by death or imprisonment in excess of one year)).

c) Upon termination of this Agreement each of the Parties will be released from any and all future obligations to the other Parties hereunder; provided, however, that the provisions of this Agreement shall remain in full force and effect for any actions or omissions occurring during the terms of this Agreement to the fullest extent permissible by law (and each Party shall remain liable for any breach of this Agreement occurring prior to the effective date of termination).

The Parties will collaborate in the development of press releases, announcements, interviews, sales pitches, and/or other publicity (collectively, “Publicity”) regarding the existence of the relationship between the Fund Parties and Portal in connection with this Agreement and no such Publicity may be used, disclosed, or released by either party without the prior written consent of the other.

To the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, the Parties will reform the affected portion of this Agreement to comply with the change.

Each Fund Party hereby acknowledges, agrees, and represents that neither it, nor any of its affiliates, has any right to use the name “Envexergy,” and “RealBlocks,” any name which encompasses any the names “Envexergy,” and “RealBlocks”, or their derivatives, or any other identifying names, trademarks, service marks, logos, designs, or other proprietary designations of such entities (collectively, the “Portal Marks”) without Portal’s prior written consent; provided that nothing in this Agreement shall prohibit a Fund Party or its agents from referring to such names in any disclosure (i) to affiliates of such Fund Party and its agents or to the employees or agents of any of the foregoing, (ii) to investors and potential investors in such Fund Party and their related vehicles, (iii) to any co-investor of or lender to Fund or their respective affiliates, (iv) to the extent such Fund Party determines necessary to comply with applicable laws, regulations, rulings, or government or legal process, including any securities, tax, anti-money laundering (“AML”), or anti-terrorist laws, regulations, or rulings, or (v) to the extent required in connection with any legal process or regulatory filing. Portal and its affiliates reserve all other rights to use or license its relevant Portal Mark for any other purpose, and all rights to use and license any other mark incorporating “Envexergy,” and “RealBlocks”, as applicable, for all purposes. Upon termination of this Agreement, each Fund Party and its agents shall forthwith cease to use the Portal Marks, including all materials bearing the Portal Marks, except to the extent necessary in connection with the continued operation of Fund.

Portal hereby acknowledges, agrees, and represents that neither it, nor any of its affiliates, has any right to use the name “IDR Core Property Index Fund”, “IDR Investment Management, LLC” or their derivatives, or any other identifying names, trademarks, service marks, logos, designs, or other proprietary designations of such entities (collectively, the “Fund Marks”), without the prior written consent of the Fund Parties; provided that nothing in this Agreement shall prohibit Portal from referring to the Fund Marks in any disclosure (i) to affiliates of Portal, to the beneficial owners of Portal or its affiliates, or to the employees or agents of any of the foregoing, (ii) to prospective investors and investors in the Fund, (iii) to the extent Portal determines necessary to comply with applicable laws, regulations, rulings, or government or legal process, including any securities, tax, AML, or anti-terrorist laws, regulations, or rulings, or (iv) to the extent required in connection with any legal process. The Fund Parties reserves all other rights to use or license the Fund Marks for any other purpose, and all rights to use and license any other mark incorporating any of the Fund Marks for all purposes.

Upon termination of this Agreement, Portal and its affiliates shall forthwith cease to use the Fund Marks, including all materials bearing the Fund Marks, except to the extent necessary in connection with the continued operation of the Fund. Subject to the terms and conditions herein, Fund hereby grants to Portal a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the Fund Mark in the United States and elsewhere in the world. Except as otherwise provided herein, Portal may not use any variation, derivative or stylization of any Fund Mark. Notwithstanding the limited use specified in the previous sentence in relation to the Fund Marks, each Fund Party reserves all of its rights, title and interest in the property and, any such limited use shall remain subject to the terms and conditions applicable to the use of the Fund Marks as set forth in this Section 12.

Each Party acknowledges the importance to the others’ reputation and goodwill, and to the public, of maintaining high, uniform standards of quality provided under the Portal Marks and Fund Marks (together, the “Marks”). Therefore, each agrees to:

The respective owner may periodically audit the other’s compliance with the provisions of this Agreement, and the user of the Mark shall cooperate in such audits by making its appropriate personnel, together with copies of its business and employee manuals and samples of its trade marks, marketing materials and business templates, available upon reasonable advance notice.

This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). Venue for any action (including arbitration) brought hereunder shall lie exclusively in state and federal courts located in New York County, New York State.

Subject to the terms of this Agreement, in any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party will pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

All Parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.

Where agreement, approval, acceptance, consent or similar action by any party hereto is required by any provision of this Agreement, such action will not be unreasonably delayed or withheld. Each party will cooperate with the others by, among other things, making available, as reasonably requested by the others, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

None of the Parties hereto will be liable for delays or any failure to perform the services under this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, acts of God, pandemics, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay will last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party will use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

The failure of a party to this Agreement at any time to require performance by another party of any provision of this Agreement will in no way affect that party’s right to enforce such provisions, nor will the waiver by a party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

Any notice given pursuant to this Agreement will be in writing and will be given by email (with delivery confirmation), personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by email will be effective upon confirmed receipt, personal service will be deemed effective on the date it is delivered to the addressee, and notice mailed will be deemed effective on the third day following its placement in the mail addressed to the addressee.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

21. Compliance. Portal shall comply with the requirements set forth in Appendix B (“Compliance”) attached hereto.

22. Survival. Sections 5, 13, 14, 19 and 22 shall survive termination of this Agreement.

23. Insurance. Portal shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers.

This Agreement and its attached exhibits and appendices constitute the entire agreement between the Parties and supersede any and all previous representations, understandings, or agreements between the Fund Parties and Portal as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the Parties. This Agreement will be construed without regard to the party that drafted it. Any ambiguity will not be interpreted against a particular party and will, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Portal and its affiliates and agents shall hold all Data, and any information derived from such Data, in confidence, and Portal shall only use such Data to perform the services contemplated under this Agreement. Portal will implement and maintain reasonable administrative, physical and technical safeguards which prevent any collection, use or disclosure of, or access to Data that this Agreement does not expressly authorize, including, without limitation, an information security program that meets commercially reasonable United States industry practice to safeguard the Data. Such information security program will include: (i) physical security of all premises in which Data will be processed and/or stored; and (ii) reasonable precautions taken with respect to the employment of, access given to, and education and training of any and all personnel furnished or engaged by Portal to perform any part of the services hereunder. In the event Portal experiences a breach of security of the Data (which shall include, without limitation, physical trespass on a secure facility or computing systems; intrusion/hacking or theft of any information storage device or printed materials; exploitation of a vulnerability in Portal’s computing systems; or unauthorized access to or use of the Data) (collectively, a “Security Breach”), Portal shall promptly notify Fund in writing of the Security Breach and use all commercially reasonable efforts to promptly remediate the effects of the Security Breach on the Online Platform and, subject to Section 6 of the Agreement, to the extent such Security Breach was caused by a breach of this Agreement by Portal, take any other steps required by applicable law with respect to such Security Breach.

In addition, not less than annually, Portal shall, at its sole expense, engage independent certified public accountants (“Auditors”), to produce a Service Organization Control (SOC) 2, Type II report (“SOC Report”) for Online Platform. Each SOC Report shall set forth the findings and recommendations of the review over the specified time period and scope and an attestation of Portal’s Auditors. Such SOC Report shall demonstrate adequate security, availability, processing integrity and confidentiality for the processes and systems supporting the services provided to Subscribing Investors. Portal shall deliver to Fund a copy of each SOC Report within sixty (60) days of receipt by Portal which shall be treated as the confidential information of Portal and may not be disclosed to any third party other than the professional advisors of Fund who are bound by written obligations to hold such information in confidence. If any SOC Report contains recommendations or identifies material deficiencies, Portal shall, at its sole cost and expense, take all actions necessary to comply with such recommendations and/or remediate any such material deficiencies and shall confirm to Fund in writing when such deficiencies have been remediated. Portal acknowledges that any failure to remediate a material deficiency identified in any SOC report within a reasonable amount of time shall be deemed a material breach of this Agreement.

1.1 OFAC Restrictions. Portal represents and warrants that neither it nor anyone acting on its behalf is a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order or other governmental action.

1.2 IRCA. Portal agrees at all times to remain in strict compliance with all terms, provisions, regulations and rulings relative to the Immigration Reform and Control Act of 1986 (“IRCA”). Portal shall properly verify the identity and eligibility for work within the United States of all persons performing the services directly on Portal’s behalf. Within three (3) days of receipt of a written request from Fund, Portal shall provide sufficient documentation to evidence Portal’s compliance with IRCA.

1.3 Non-Discrimination. Portal is an Equal Opportunity and Affirmative Action Employer. Portal shall not permit any discrimination against, harassment or segregation of any person or group of persons in connection with the performance of this Agreement on account of sex, disability, marital status, age (40 or over), race, religion, color, creed, national origin or ancestry or any other protected characteristic in accordance with applicable law. Unless Portal is exempt under the terms of these regulations, the Equal Opportunity Clauses set forth at 41 C.F.R. § 60-1.4(a) (for women and minorities), 41 C.F.R. § 60-250.5(a) and 41 C.F.R. § 60-300.5(a) (for veterans), and 41 C.F.R. § 60-741.5(a) (for individuals with disabilities), the provisions of 41 C.F.R. § 61-250.10 and 41 C.F.R. § 61-300.10 (veterans’ employment reports), and the provisions of 29 C.F.R. Part 471, Appendix A to Subpart A (posting notice of employee rights) are incorporated as terms and conditions of this Agreement by this reference. 41 C.F.R. § 60-300.5(a) prohibits discrimination against qualified protected veterans, and requires affirmative action to employ and advance in employment qualified protected veterans. If the property is located in California, then SmartRent and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Cal. Gov’t Code Section 12900 et seq.) and the applicable regulations promulgated thereunder, which are hereby incorporated into this Agreement by reference.

(a) It is our policy to not violate any anti-bribery or anti-corruption laws, and we have never had a significant violation of any anti-bribery or anti-corruption laws, rules or regulations in the jurisdictions in which we operate.

(b) It is our policy to not violate any anti-money laundering (“AML”) laws, and we have never had a significant violation of any applicable AML laws in the jurisdictions in which we operate.

(c) We have not been the subject of any government indictment, nor have we had any fines, penalties or settlement agreements with any government agency in the past 5 years that resulted in material financial costs to our company or affected our ability to conduct business operations.

(d) It is our policy to conduct our business ethically, and to uphold standards of fair business dealings, competition, and customer privacy.

(e) It is our policy to uphold standards of equal opportunity and anti-discrimination. We have never had a discrimination claim that involved a significant percentage of our employees or resulted in significant fines, penalties, or settlement amounts.

(f) It is our policy to support and respect the protection of human rights. We do not use, or engage in, any of the following: forced or compulsory labor, child labor, physical abuse, withholding of identity papers, or retaliation in any form. We have satisfactory labor relations, including with respect to working hours, wages, benefits and humane treatment.

(g) It is our policy to provide a safe and healthy work environment to our employees, and we have a health and safety program that is appropriate for our services. We have not had a violation of any health or safety laws, rules or regulations in the jurisdictions within which we operate in the past 5 years that resulted in a significant financial cost to our company or affected our ability to conduct business operations.

(h) It is our policy to uphold principles of environmental responsibility, and in our operations, we seek to minimize adverse effects on the community, environment, and natural resources. We have not had a violation of any environmental laws, rules or regulations in the past 5 years that resulted in a material financial cost to our company or affected our ability to conduct business operations.

(i) Neither Portal nor any officer, director or employee thereof, is a member, shareholder, beneficiary, partner, officer or director of Fund or any of its affiliates.

Please notify Fund at idrltd@idrfof.com if you have any exceptions to the above representations and warranties.

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 1st day of October, 2020, by and between IDR Core Property Index Fund Ltd., a Maryland corporation (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

WHEREAS, the Fund is registered under the 1940 Act (as defined below) as a non-diversified, closed-end management investment company and authorized to offer and sell Shares (as defined below) in the Fund; and

WHEREAS, the Fund and Transfer Agent desire to enter into an agreement pursuant to which Transfer Agent shall provide Services to the Fund.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Definitions In addition to any terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth hereinafter whenever they appear in this Agreement:

“Authorized Person” shall mean any individual who is authorized to provide Transfer Agent with Instructions on behalf of the Fund, whose name shall be certified to Transfer Agent from time to time pursuant to Section 3(b) of this Agreement. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time.

“Custodian” shall mean the financial institution appointed as custodian under the terms and conditions of a custody agreement between the financial institution and the Fund, or its successor.

“Charter” shall mean the Articles of Incorporation or other similar operational document of the Fund, as the case may be, as the same may be amended from time to time.

“Fund Business Day” shall mean each day on which the New York Stock Exchange, Inc. is open for trading.

“Investment Adviser” shall mean the investment adviser or investment advisers to the Fund and includes all sub-advisers or persons performing similar services.

“Instructions” shall mean an oral communication from an Authorized Person or a written communication signed by an Authorized Person and actually received by Transfer Agent. Instructions shall include manually executed originals, telefacsimile transmissions of manually executed originals or electronic communications.

“Offering Price” shall mean the price per share that the Shares will be offered for sale to the public calculated in accordance with the Fund’s then current Offering Documents.

“Offering Documents” shall mean the private placement memorandum with respect to the Fund (including any applicable amendments and supplements thereto) actually received by Transfer Agent from the Fund.

“Registration Statement” shall mean any registration statement on Form N-2 at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with the Commission.

“Services” shall mean the transfer agency and dividend disbursement services described on Schedule A hereto and such additional services as may be agreed to by the parties from time to time and set forth in an amendment to Schedule A.

“Shares” shall mean such shares of beneficial interest, or class thereof, of the Fund as may be issued from time to time.

(a) The Fund hereby appoints Transfer Agent as transfer agent and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. Subject to the direction and control of the Board and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.

(b) Transfer Agent may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.

(c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services.

(d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Shares in accordance with this Agreement.

(i) Transfer Agent shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. Transfer Agent shall destroy records only at the direction of the Fund, and any such destruction shall comply with the provisions of Section 248.30(b) of Regulation S-P (17 CFR 248.1-248.30). Transfer Agent may deliver to the Fund from time to time at Transfer Agent’s discretion, for safekeeping or disposition by Transfer Agent in accordance with law, such records, papers and documents accumulated in the execution of its duties as transfer agent, as Transfer Agent may deem expedient, other than those which Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, or other document so returned, if and when required. To the extent required by Section 31 of the 1940 Act and the rules and regulations thereunder, the records specified in Schedule C hereto maintained by Transfer Agent, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the directors, officers, employees, and auditors of the Fund. Notwithstanding anything contained herein to the contrary, Transfer Agent shall be permitted to maintain copies of any such records, papers and documents to the extent necessary to comply with the recordkeeping requirements of federal and state securities laws, tax laws and other applicable laws.

(i) Background In order to assist its transfer agency clients with their AML responsibilities under the USA PATRIOT Act of 2001, the Bank Secrecy Act of 1970, the customer identification program rules jointly adopted by the Commission and the U.S. Treasury Department and other applicable regulations adopted thereunder (the “AML Laws”), Transfer Agent offers various tools designed to: (a) aid in the detection and reporting of potential money laundering activity by monitoring certain aspects of Shareholder activity; and (b) assist in the verification of persons opening accounts with the Fund and determine whether such persons appear on any list of known or suspected terrorists or terrorist organizations (“AML Monitoring Activities”). In connection with the AML Monitoring Activities, Transfer Agent may encounter Shareholder activity that would require it to file a Suspicious Activity Report (“SAR”) with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), as required by 31 CFR 103.15(a)(2) (“Suspicious Activity”). The Fund has, after review, selected various procedures and tools offered by Transfer Agent to comply with its AML and customer identification program obligations under the AML Laws (the “AML Procedures”), and desires to implement the AML Procedures as part of its overall AML program and, subject to the terms of the AML Laws, delegate to Transfer Agent the day-to-day operation of the AML Procedures on behalf of the Fund.

(ii) Delegation The Fund acknowledges that it has had an opportunity to review, consider and select the AML Procedures and the Fund has determined that the AML Procedures, as part of the Fund’s overall AML program, are reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the AML Laws. Based on this determination, the Fund hereby instructs and directs Transfer Agent to implement the AML Procedures on its behalf, as such may be amended or revised from time to time. The customer identification verification component of the AML Procedures applies only to Shareholders who are residents of the United States. The Fund hereby also delegates to Transfer Agent the authority to report Suspicious Activity to FinCEN.

(A) When Transfer Agent observes any Suspicious Activity, Transfer Agent shall prepare a draft of a SAR on Form SAR-SF, and shall send a copy to the Fund’s AML officer for review. Transfer Agent shall complete each SAR in accordance with the procedures set forth in 31 CFR §103.15(a)(3), with the intent to satisfy the reporting obligation of both Transfer Agent and the Fund. Accordingly, the SAR shall include the name of both Transfer Agent and the Fund, and shall include the words, “joint filing” in the narrative section.

(B) The Fund’s AML officer shall review the SAR and provide comments, if any, to Transfer Agent within a time frame sufficient to permit Transfer Agent to file the SAR in accordance with the deadline set forth in 31 CFR §103.15(b)(3). Upon receipt of final approval from the Fund’s AML officer, Transfer Agent (or its affiliate) shall file the SAR in accordance with the procedures set forth in 31 CFR §103.15(b).

(C) Transfer Agent shall provide to the Fund a copy of each SAR filed, together with supporting documentation. In addition, Transfer Agent shall maintain a copy of the same for a period of at least five (5) years from the date of the SAR filing.

(D) Nothing in this Agreement shall prevent either party from making a determination that such party has an obligation under the USA PATRIOT Act of 2001 to file a SAR relating to any Suspicious Activity, and from making such filing independent of the other party hereto.

(iv) Amendment to Procedures It is contemplated that the AML Procedures will be amended from time to time by the parties as directed by the Fund as additional regulations are adopted and/or regulatory guidance is provided relating to the Fund’s AML responsibilities.

(v) Reporting Transfer Agent agrees to provide to the Fund: (i) prompt notification of any transaction or combination of transactions that Transfer Agent believes, based on the AML Procedures, evidence potential money laundering activity in connection with the Fund or any Shareholder; (ii) prompt notification of any true and complete match of a Shareholder(s) to the names included on the Office of Foreign Asset Controls (OFAC) list or any Section 314(a) search list; (iii) any reports received by Transfer Agent from any government agency or applicable industry self-regulatory organization pertaining to Transfer Agent’s AML Monitoring Activities; (iv) any action taken in response to AML violations as described above; and, (v) quarterly reports of its monitoring and verification activities on behalf of the Fund. Transfer Agent shall provide such other reports on the verification activities conducted at the direction of the Fund as may be agreed to from time to time by Transfer Agent and the Fund’s AML officer.

(vi) Inspection The Fund hereby directs, and Transfer Agent agrees to: (1) permit federal regulators access to such information and records maintained by Transfer Agent and relating to Transfer Agent’s implementation of the AML Procedures on behalf of the Fund, as they may request; and, (2) permit such federal regulators to inspect Transfer Agent’s implementation of the AML Procedures on behalf of the Fund.

(vii) Disclosure Obligations Regarding SARs Neither Transfer Agent nor the Fund shall disclose any SAR filed or the information included in a SAR to any third party other than affiliates of Transfer Agent or the Fund on a need to know basis and in accordance with applicable law, rule, regulation and interpretation, that would disclose that a SAR has been filed.

(a) The Fund shall deliver or cause the following documents to be delivered to Transfer Agent:

(1) A copy of the Charter and all amendments thereto, certified by the Secretary of the Fund;

(2) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;

(3) A certificate signed by a duly appointed officer of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;

(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;

(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Fund and designate the names of the Fund’s initial Authorized Persons;

(6) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and

(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.

(1) It is a corporation duly organized and existing under the laws of the State of Maryland; it is empowered under applicable laws and by its Charter and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.

(3) It is duly registered as a closed-end investment company under the 1940 Act.

(4) Appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.

(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Charter and the Fund’s Offering Documents, such Shares shall be validly issued, fully paid and non-assessable.

(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Charter, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s then current Offering Documents. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Offering Documents until a reasonable time after it is actually received by Transfer Agent.

(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sarbanes-Oxley Act of 2002 and the policies and limitations of the Fund as set forth in the Offering Documents. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.

(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.

(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Offering Documents which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld.

(i) The Fund shall cause the Fund’s officers, directors, Investment Adviser, legal counsel, independent accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, to cooperate with Transfer Agent and to provide Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by Transfer Agent, in order to enable Transfer Agent to perform the Services. In connection with the performance of the Services, Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Transfer Agent by a representative of the Fund or by any of the aforementioned persons. Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Transfer Agent shall not be held to have notice of any change of authority of any director, officer, agent, representative or employee of the Fund, Investment Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund.

(ii) The Fund shall provide Transfer Agent with an updated certificate evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund.

(iii) Transfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Transfer Agent, confirm such Instructions in writing.

(iv) At any time, Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such Instructions or in accordance with advice of counsel.

(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.

(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

(iii) Transfer Agent shall maintain a written disaster recovery and business continuity plan that is reasonably designed to mitigate operational risks related to significant business disruptions and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, the Transfer Agent shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.

(iv) It is duly registered as a transfer agent under Section 17A of the 1934 Act to the extent required and it will remain so registered for the duration of this Agreement.

(a) As compensation for the performance of the Services, the Fund agrees to pay Transfer Agent the fees set forth on Schedule B hereto. Fees shall be adjusted in accordance with Schedule B or as otherwise agreed to in writing by the parties from time to time. Fees shall be earned and paid monthly in an amount equal to at least 1/12^th of the applicable annual fee. Basis point fees and minimum annual fees apply separately to the Fund, and average net assets are not aggregated in calculating the applicable basis point fee per Fund or the applicable minimum. The parties may amend this Agreement to include fees for any additional services requested by the Fund, enhancements to current Services. The Fund agrees to pay Transfer Agent’s such rate as is agreed to between the parties for Services added to, or for any enhancements to existing Services set forth on Schedule A after the execution of this Agreement In addition, to the extent that Transfer Agent corrects, verifies or addresses any prior actions or inactions by any Fund or by any prior agent or service provider, Transfer Agent shall be entitled to additional fees as provided in Schedule B. In the event of any disagreement between this Agreement and Schedule B, the terms of Schedule B shall control.

(b) For the purpose of determining fees payable to Transfer Agent, NAV shall be computed in accordance with the Offering Documents and resolutions of the Board. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro-rated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Should this Agreement be terminated or the Fund or any Fund(s) be liquidated, merged with or acquired by another fund or investment company, any accrued fees shall be immediately payable.

(c) Transfer Agent will bear all expenses incurred by it in connection with its performance of Services, except as otherwise provided herein. Transfer Agent shall not be required to pay or finance any costs and expenses incurred in the operation of the Fund, including, but not limited to: taxes; interest; brokerage fees and commissions; salaries, fees and expenses of officers and directors; Commission fees and state Blue Sky fees; advisory fees; charges of custodians, administrators, fund accountants, dividend disbursing and accounting services agents and other service providers; security pricing services; insurance premiums; outside auditing and legal expenses; costs of organization and maintenance of corporate existence; taxes and fees payable to federal, state and other governmental agencies; preparation, typesetting, printing, proofing and mailing of prospectuses, statements of additional information, supplements, notices, forms and applications and proxy materials for regulatory purposes and for distribution to current Shareholders; preparation, typesetting, printing, proofing and mailing and other costs of Shareholder reports; expenses in connection with the electronic transmission of documents and information including electronic filings with the Commission and the states; research and statistical data services; expenses incidental to holding meetings of the Fund’s Shareholders and directors; fees and expenses associated with internet, e-mail and other related activities; and extraordinary expenses. Expenses incurred for distribution of Shares, including the typesetting, printing, proofing and mailing of prospectuses for persons who are not Shareholders, will be borne by the Investment Adviser, except for such expenses permitted to be paid under a distribution plan adopted in accordance with applicable laws.

(d) The Fund also agrees to promptly reimburse Transfer Agent for all out-of-pocket expenses or disbursements incurred by Transfer Agent in connection with the performance of Services under this Agreement. Out-of-pocket expenses shall include, but not be limited to, those items specified on Schedule B hereto. If requested by Transfer Agent, out-of-pocket expenses are payable in advance. Payment of postage expenses, if prepayment is requested, is due at least seven (7) days prior to the anticipated mail date. In the event Transfer Agent requests advance payment, Transfer Agent shall not be obligated to incur such expenses or perform the related Service(s) until payment is received.

(e) The Fund agrees to pay all amounts due hereunder which are not being disputed in good

faith within thirty (30) days of the date reflected on the invoice for such Services (the “Due Date”). Except as provided in Schedule B, Transfer Agent shall bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested by Transfer Agent). Transfer Agent may, at its option, arrange to have various service providers submit invoices directly to the Fund for payment of reimbursable out-of-pocket expenses.

(f) The Fund is aware that its failure to remit to Transfer Agent all amounts due on or before the Due Date will cause Transfer Agent to incur costs not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event that Transfer Agent does not receive any amounts due hereunder by the Due Date, the Fund agrees to pay a late charge on the overdue amount equal to one and one percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Fund shall pay Transfer Agent’s reasonable attorney’s fees and court costs if any amounts due Transfer Agent in the event that an attorney is engaged to assist in the collection of amounts due. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of the Fund’s late payment. Acceptance of such late charge shall in no event constitute a waiver by Transfer Agent of the Fund’s default or prevent Transfer Agent from exercising any other rights and remedies available to it.

(g) In the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify Transfer Agent in writing of any disputed charges for out-of-pocket expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day after the day on which Transfer Agent provides documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first day after the Revised Due Date.

(h) The Fund acknowledges that the fees charged by Transfer Agent under this Agreement reflect the allocation of risk between the parties, including the exclusion of remedies and limitations of liability in Sections 2, 3 and 6. Modifying the allocation of risk from what is stated herein would affect the fees that Transfer Agent charges. Accordingly, in consideration of those fees, the Fund agrees to the stated allocation of risk.

(a) Transfer Agent agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records and other information relative to the Funds’ Shareholders (“Confidential Information”), not to use such information other than in the performance of its responsibilities and duties hereunder, and not to disclose such information except: (i) when requested to divulge such information by duly-constituted authorities or court process; (ii) when requested by a Shareholder or Shareholder’s agent with respect to information concerning an account as to which such Shareholder has either a legal or beneficial interest; (iii) when requested by the Fund, the Shareholder, the Shareholder’s agent or the dealer of record with respect to such account; (iv) to seek to prevent fraud and/or money laundering by providing certain shareholder information to other financial institutions; (v) to an affiliate, as defined by Section 248.3(a) of Regulation S-P; or (vi) pursuant to any other exception permitted by Sections 248.14 and 248.15 of Regulation S-P in the ordinary course of business to carry out the activities covered by the exception under which Transfer Agent received the information. In case of any requests or demands for inspection of the records of the Fund, Transfer Agent will endeavor to notify the Fund promptly and to secure instructions from a representative of the Fund as to such inspection. Records and information which have become known to the public through no wrongful act of Transfer Agent or any of its employees, agents or representatives, and information which was already in the possession of Transfer Agent prior to receipt thereof, shall not be subject to this section. Any party appointed pursuant to Section 2(b) above shall be required to observe the confidentiality obligations contained herein. Transfer Agent will implement and maintain such appropriate security measures as are necessary for the protection of confidential shareholder information.

(b) Transfer Agent shall implement and maintain (and require any of its sub-processors, agents and affiliates that have access to Confidential Information to maintain) commercially reasonable and appropriate administrative, technical, physical, and organizational safeguards designed to: (i) ensure the security and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, the Confidential Information; and (iv) ensure that the Confidential Information and any associated hardware, system, or software are housed in physically secure premises with adequate fire protection and facility access controls. Transfer Agent will review periodically on such interval as determined by Transfer Agent and shall, as soon as reasonably practicable, provide information related to Transfer Agent's security policies and procedures reasonably requested by the Fund from time to time. Transfer Agent shall promptly notify the Fund of any material unauthorized access to any Confidential Information and of any other material breaches of security relating to the Fund that it becomes aware of. Transfer Agent shall reasonably cooperate with the Fund to ensure that the Fund is not negatively affected by any such occurrences or to mitigate the effects of same on the Fund.

(c) In connection with Transfer Agent’s provision of the Services, the Fund may have access to and become acquainted with confidential proprietary information of Transfer Agent, including, but not limited to (a) client identities and relationships, compilations of information, records and specifications; (b) data or information that is competitively sensitive material, and not generally by the public; (c) confidential or proprietary concepts, documentation, reports, or data; (d) information regarding Transfer Agent’s information security program; and (e) anything designated as confidential (collectively, “Transfer Agent Confidential Information”). Neither the Fund, nor any of its officers, employees or agents shall disclose any of the Transfer Agent Confidential Information, directly or indirectly, or use the Transfer Agent Confidential Information in any way, for its own benefit or for the benefit of others, either during the term of this Agreement or at any time thereafter, except as required in the course of performing the duties of each party under this Agreement or when requested to divulge such information by duly-constituted authorities or court process. The term “Transfer Agent Confidential Information” does not include information that (a) becomes or has been generally available to the public other than as a result of disclosure by the Fund; (b) was available to the Fund on a non-confidential basis prior to its disclosure by Transfer Agent or any of its affiliates; or (c) is independently developed or becomes available to Fund on a non-confidential basis from a source other than Transfer Agent or its affiliates. The Fund represents and warrants that it shall take and maintain adequate physical, electronic and procedural safeguards in connection with any use, storage, transmission, duplication or other process involving or derived from the Transfer Agent Confidential Information whether such storage, transmission, duplication or other process is by physical or electronic medium (including use of the Internet).

(d) The provisions of this Section 5 will survive termination of this Agreement and will inure to the benefit of the parties and their successors and assigns.

6. Limitation of Liability In addition to the limitations of liability contained in Sections 2 and 3 of this Agreement:

(a) Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from Transfer Agent’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Furthermore, Transfer Agent shall not be liable for: (1) any action taken or omitted to be taken in accordance with or in reliance upon Instructions, communications, data, documents or information (without investigation or verification) received by Transfer Agent from an officer or representative of the Fund or from any Authorized Person; or, (2) any action taken, or omission by, the Fund, Investment Adviser, any Authorized Person or any past or current service provider (not including Transfer Agent).

(b) Notwithstanding anything herein to the contrary, Transfer Agent will be excused from its obligation to perform any Service or obligation required of it hereunder for the duration that such performance is prevented, directly or indirectly, by war, terrorist or analogous action, the act of any government authority or other authority, riot, civil commotion, rebellion, storm, accident, fire, lockout, strike, power failure, computer error or failure, delay or breakdown in communications or electronic transmission systems, or other analogous events and shall not be liable for any default, damage, loss of data or documents, errors, delay or any other loss whatsoever caused thereby. Transfer Agent will, however, take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond its reasonable control.

(c) In no event and under no circumstances shall the Indemnified Parties (as defined below) be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof.

(d) Notwithstanding any other provision of this Agreement, Transfer Agent shall have no duty or obligation under this Agreement to inquire into, and shall not be liable for:

(i) the legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Fund, as the case may be, to request such sale or issuance;

(ii) the legality of a transfer, exchange, purchase or repurchase of any Shares, the propriety of the amount to be paid therefor, or the authority of the Fund, as the case may be, to request such transfer, exchange or repurchase;

(iii) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend;

(v) Transfer Agent’s reliance upon telephone or electronic instructions relating to the purchase, transfer, exchange or repurchase of Shares received by Transfer Agent in accordance with procedures established in writing by Transfer Agent and the Fund; or

(vi) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any jurisdiction that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Shares in such state.

(e) Transfer Agent may, in effecting transfers and repurchases of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Fund in not requiring complete fiduciary documentation) and shall not be responsible for any act done or omitted by it in good faith in reliance upon such laws. Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any Medallion signature guarantees, in connection with a repurchase, exchange or transfer of Shares whenever Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer, exchange and repurchase procedures described in the Offering Documents.

(f) The obligations of the parties under Section 6 shall indefinitely survive the termination of this Agreement.

(a) The Fund agrees to indemnify and hold harmless Transfer Agent, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (“Losses”) which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (a “Claim”), arising out of or in any way relating to any of the following:

(i) any action or omission of Transfer Agent except to the extent a Claim resulted from Transfer Agent’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder;

(ii) Transfer Agent’s reliance on, implementation of, or use of Instructions, communications, data, documents or information (without investigation or verification) received by Transfer Agent from an officer or representative of the Fund, any Authorized Person or any past or current service provider (not including Transfer Agent);

(iii) any action taken, or omission by, the Fund, Investment Adviser, any Authorized Person or any past or current service provider (not including Transfer Agent);

(iv) the Fund’s refusal or failure to comply with the terms of this Agreement, or any Claim that arises out of the Fund’s negligence or misconduct or material breach of any representation or warranty of the Fund made herein;

(v) the legality of the issue or sale of any Shares, the sufficiency of the amount received therefore, or the authority of the Fund, as the case may be, to have requested such sale or issuance;

(vi) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend;

(viii) Transfer Agent’s reliance upon telephone or electronic instructions relating to the purchase, transfer, exchange or repurchase of Shares received by Transfer Agent in accordance with procedures established by Transfer Agent and the Fund;

(ix) the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares unless the result of Transfer Agent’s or its affiliates’ willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase, repurchase, transfer or exchange of Shares shall be presumed not to have been the result of Transfer Agent’s or its affiliates’ willful misfeasance, bad faith or gross negligence; and

(x) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state or other jurisdiction that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Shares in such state.

(b) Promptly after receipt by Transfer Agent of notice of the commencement of an investigation, action, claim or proceeding, Transfer Agent shall, if a claim for indemnification in respect thereof is made under this section, notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery by Transfer Agent or any Indemnified Party. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by Transfer Agent, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies Transfer Agent of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case Transfer Agent does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the Fund and Transfer Agent or any Indemnified Party, the Fund will reimburse the Indemnified Party or Parties named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Transfer Agent and them. The Fund’s indemnification agreement contained in this Section 7 and the Fund’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Transfer Agent and each Indemnified Party, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to Transfer Agent’s benefit, to the benefit of each Indemnified Party and their estates and successors. The Fund agrees to promptly notify Transfer Agent of the commencement of any litigation or proceedings against the Fund or any of its officers or directors in connection with the issue and sale of any of the Shares.

(c) The Transfer Agent agrees to indemnify and hold harmless the Fund from and against any and all claims, demands, actions and suits, and from and against any and all Losses which may be asserted against or incurred by the Fund or for which the Fund may be held liable, arising out of or in any way relating to the Transfer Agent’s material breach of this Agreement, except to the extent a claim resulted from the Fund’s negligence or misconduct or breach of any representation or warranty of the Fund made herein.

(d) The obligations of the parties under Section 7 shall indefinitely survive the termination of this Agreement.

(a) This Agreement shall become effective with respect to the Fund as of the date hereof. Unless sooner terminated as provided herein, this Agreement shall continue in effect with respect to the Fund for a three-year period beginning on the date of this Agreement (the “Initial Term”). Thereafter, if not terminated as provided herein, the Agreement shall continue automatically in effect as to the Fund for successive annual periods (each a “Renewal Term”).

(b) In the event this Agreement is terminated by the Fund prior to the end of the Initial Term or any subsequent Renewal Term, the Fund shall be obligated to pay Transfer Agent the remaining balance of the fees payable to Transfer Agent under this Agreement through the end of the Initial Term or Renewal Term, as applicable.

(a) Either party may terminate this Agreement at the end of the Initial Term or at the end of any successive Renewal Term (the “Termination Date”) by giving the other party a written notice not less than one hundred twenty (120) days’ prior to the end of the respective term. Notwithstanding anything herein to the contrary, upon the termination of the Agreement as provided herein or the liquidation, merger or acquisition of the Fund, Transfer Agent shall deliver the records of the Fund to the Fund or its successor service provider at the expense of the Fund in a form that is consistent with Transfer Agent’s applicable license agreements, and thereafter the Fund or its designee shall be solely responsible for preserving the records for the periods required by all applicable laws, rules and regulations. The Fund shall be responsible for all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider, including all reasonable trailing expenses incurred by Transfer Agent. In addition, in the event of termination of this Agreement, or the proposed liquidation, merger or acquisition of the Fund, and Transfer Agent’s agreement to provide additional Services in connection therewith, Transfer Agent shall provide such Services and be entitled to such compensation as the parties may mutually agree. Transfer Agent shall not reduce the level of service provided to the Fund prior to termination following notice of termination by the Fund.

(b) In the event such notice is given by the Fund pursuant to subparagraph (c), it shall be accompanied by a copy of a resolution of the Board certified by a duly appointed officer, electing to terminate this Agreement and designating the successor transfer agent or transfer agents. In the event such notice is given by Transfer Agent, the Fund shall on or before the termination date, deliver to Transfer Agent a copy of a resolution of its Board certified by a duly appointed officer designating a successor transfer agent or transfer agents. In the absence of such designation by the Fund, the Fund shall be deemed to be its own transfer agent as of the termination date and Transfer Agent shall thereby be relieved of all duties and responsibilities pursuant to this Agreement.

(a) Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been given when received by the other party. Such notices shall be sent to the addresses listed below, or to such other location as either party may from time to time designate in writing:

(b) Except as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement.

(c) This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which is determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement but such counterparts shall together constitute but one and the same instrument. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(e) The services of Transfer Agent hereunder are not deemed exclusive. Transfer Agent may render transfer agency and dividend disbursement services and any other services to others, including other investment companies.

(f) The captions in the Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(g) This Agreement is executed by the Fund and the obligations hereunder are not binding upon any of the directors, officers or Shareholders individually but are binding only upon the Fund and the assets and property of the Fund.

(h) This Agreement and the Schedules incorporated hereto constitute the full and complete understanding and agreement of Transfer Agent and the Fund and supersedes all prior negotiations, understandings and agreements with respect to transfer agency and dividend disbursement services.

(i) Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.

(j) Transfer Agent shall retain all right, title and interest in any and all computer programs, screen formats, report formats, procedures, data bases, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, trade secrets, trademarks and other related legal rights provided, developed or utilized by Transfer Agent in connection with the Services provided by Transfer Agent to the Fund hereunder.

(k) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns. This Agreement shall not be assignable by either party without the written consent of the other party, provided; however, that Transfer Agent may, in its sole discretion and upon advance written notice to the Fund, assign all its right, title and interest in this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business.

(l) The person signing below represents and warrants that he/she is duly authorized to execute this Agreement on behalf of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer as of the day, month and year first above written.

Subject to the direction of and utilizing information provided by the Fund, Investment Adviser, and the Fund’s Agents, the Transfer Agent will provide the following services:

Provide office space, facilities, equipment, and personnel to carry out the services.

Depository Trust & Clearing Corporation’s (“DTCC”) Alternative Investments Product

This Services Agreement (the “Agreement”) is entered into and effective as of August 31, 2020 (the “Effective Date”) by and among:

Funds, Management and SS&C each may be referred to individually as a “Party” or collectively as “Parties.”

1.1. As used in this Agreement, the following terms have the following meanings:

(a) “Action” means any civil, criminal, regulatory or administrative lawsuit, allegation, demand, claim, counterclaim, action, dispute, sanction, suit, request, inquiry, investigation, arbitration or proceeding, in each case, made, asserted, commenced or threatened by any Person (including any Government Authority).

(b) “Affiliate” means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such Person and “control” of a Person means: (i) ownership of, or possession of the right to vote, more than 25% of the outstanding voting equity of that Person or (ii) the right to control the appointment of the board of directors or analogous governing body, management or executive officers of that Person.

(c) “Business Day” means a day other than a Saturday or Sunday on which the New York Stock Exchange is open for business.

(d) “Claim” means any Action arising out of the subject matter of, or in any way related to, this Agreement, its formation or the Services.

(e) “Client Data” means all data of Fund (or Management, if Management receives Services), including Fund and Management Confidential Information, and any other data related to securities trades and other transaction data, investment returns, issue descriptions, and Market Data provided by Fund or Management and all output and derivatives thereof, necessary to enable SS&C to perform the Services, but excluding SS&C Property.

(f) “Confidential Information” means any information about Fund (including, without limitation, its shareholders), Management or SS&C, including this Agreement, except for information that (i) is or becomes part of the public domain without breach of this Agreement by the receiving Party, (ii) was rightfully acquired from a third party, or is developed independently, by the receiving Party, or (iii) is generally known by Persons in the technology, securities, or financial services industries.

(g) “Controller” has the meaning given in Article 4 (Definitions) of GDPR and Section 2 of DPL, as applicable.

(j) “GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the effective date of which is 25 May 2018, including any applicable data protection legislation or regulations supplementing it in those jurisdictions in which relevant Services are provided to Fund or Management by SS&C from time to time.

(k) “Governing Documents” means the constitutional documents of an entity and, with respect to Fund, all minutes of meetings of the board of directors or analogous governing body and of shareholders meetings, and any registration statements, offering memorandum, subscription materials, board or committee charters, policies and procedures, investment advisory agreements, other material agreements, and other disclosure or operational documents utilized by Fund in connection with its operations, the offering of any of its securities or interests to investors, all as amended from time to time.

(l) “Government Authority” means any relevant administrative, judicial, executive, legislative or other governmental or intergovernmental entity, department, agency, commission, board, bureau or court, and any other regulatory or self-regulatory organizations, in any country or jurisdiction.

(m) “Law” means statutes, rules, regulations, interpretations and orders of any Government Authority.

(n) “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind.

(o) “Market Data” means third party market and reference data, including pricing, valuation, security master, corporate action and related data.

(p) “Person” means any natural person or corporate or unincorporated entity or organization and that person’s personal representatives, successors and permitted assigns.

(q) “Personal Data” has the meaning given in Article 4 (Definitions) of GDPR and Section 2 of DPL, as applicable.

(r) “Processor” has the meaning given in Article 4 (Definitions) of GDPR and Section 2 of DPL, as applicable.

(t) “SS&C Associates” means SS&C and each of its Affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns.

(u) “SS&C Property” means all hardware, software, source code, data, report designs, spreadsheet formulas, information gathering or reporting techniques, know-how, technology and all other property commonly referred to as intellectual property used by SS&C in connection with its performance of the Services.

(v) “Third Party Claim” means a Claim (i) brought by any Person other than the indemnifying Party or (ii) brought by a Party on behalf of or that could otherwise be asserted by a third party.

1.2. Other capitalized terms used in this Agreement but not defined in this Section 1 shall have the meanings ascribed thereto.

1.3. Section and Schedule headings shall not affect the interpretation of this Agreement. This Agreement includes the schedules and appendices hereto. In the event of a conflict between this Agreement and such schedules or appendices, the former shall control.

1.4. Words in the singular include the plural and words in the plural include the singular. The words “including,” “includes,” “included” and “include”, when used, are deemed to be followed by the words “without limitation.” Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof,” “herein” and “hereunder” and words of analogous import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.5. The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Agreement, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. The Parties have mutually negotiated the terms hereof and there shall be no presumption of law relating to the interpretation of contracts against the drafter.

2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for Fund and, if and to the extent specifically set forth therein, Management with reasonable care, skill, prudence and diligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Management requests to change the Services, including those necessitated by a change to the Governing Documents of Fund or Management or a change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.

2.2. Fund and Management agree to pay the fees, charges and expenses set forth in and subject to the terms of this Agreement.

2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) the compensation of such Persons shall be paid by and be the sole responsibility of SS&C, and Management and Fund shall bear no cost or obligation with respect thereto unless otherwise agreed to by the Parties in writing, (ii) such delegation shall not relieve SS&C of its duties and obligations hereunder, (iii) in respect of Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C, and (iv) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.

3.1. The management and control of Fund are vested exclusively in Fund’s governing body (e.g., the board of directors for a company) and Management, subject to the terms and provisions of Fund’s Governing Documents. Fund’s governing body and Management will make all decisions, perform all management functions relating to the operation of Fund, and Management shall authorize all transactions. Without limiting the foregoing, Management shall:

(a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of Fund.

(b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify.

(c) Provide, or cause to be provided, and accept responsibility for, valuations of Fund’s assets and liabilities in accordance with Fund’s written valuation policies.

(d) Provide SS&C with timely and accurate information including trading and Fund investor records, valuations and any other items required by SS&C in order to perform the Services and its duties and obligations hereunder.

3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to the Fund and Management and do not limit or modify Fund’s responsibility for determining the value of Fund’s assets and liabilities.

3.3. Each of Fund and Management is solely and exclusively responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s and/or Management’s responsibility to provide all final Fund Governing Documents as of the Effective Date. Fund and/or Management will notify SS&C in writing of any changes to the Fund Governing Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring compliance by Fund or Management with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions.

3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Fund and Management in connection with the Services and (ii) not be disseminated by Fund or Management or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Fund, Management or any other Person for any Losses with respect to (i) Market Data, (ii) reliance by SS&C Associates or Fund on Market Data or (iii) the provision of Market Data in connection with this Agreement.

3.5. Fund shall deliver, and procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly deliver, to SS&C, all Client Data and the then most current version of all Fund Governing Documents, any material agreement between Management and Fund, and any other material Fund agreements. Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services.

3.6. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith SS&C Associates shall be entitled to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature received by SS&C Associates in connection with the performance of the Services and SS&C’s duties and obligations hereunder, without further enquiry or liability.

3.7. All obligations and liabilities of each Fund and Management hereunder shall be several and not joint.

4.1. The initial term of this Agreement will be from the Effective Date through December 31, 2021 (“Initial Term”). Until the end of the Initial Term, this Agreement may be terminated without penalty only for cause pursuant to Section 5.1 hereof. Thereafter, this Agreement will automatically renew for successive terms of 1 year each unless either SS&C or Fund provides the other with a written notice of termination at least 150 calendar days prior to the commencement of any successive term and unless this Agreement is terminated for cause pursuant to Section 5.1 hereof (such periods, in the aggregate, the “Term”).

5.1. SS&C or Fund also may, by written notice to the other, terminate this Agreement if any of the following events occur, and such events shall constitute “cause” for purposes of this Section 5:

(a) The other Party breaches any material term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within 30 calendar days after the non-breaching Party gives the other Party written notice of such breach;

(b) The other Party (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or analogous authority, (iii) becomes subject to any bankruptcy, insolvency or analogous proceeding, (iv) where the other Party is Fund or Management, if either becomes subject to a material Action or an Action that SS&C reasonably determines could cause SS&C reputational harm, or (v) where the other Party is Fund, material changes in Fund’s Governing Documents or the assumptions set forth in Section 1 of Schedule B are determined by SS&C, in its reasonable discretion, to materially affect the Services or to be materially adverse to SS&C; or

If any such event occurs, the termination will become effective immediately or on the date stated in the written notice of termination, which date shall not be greater than 90 calendar days after the event.

(a) This Agreement will terminate with respect to a particular Fund because that Fund is ceasing operations or liquidating as of cessation or liquidation, but that Fund and Management will remain responsible for the greater of the fees payable under this Agreement with respect to that Fund through (i) the remainder of the Initial Term or then current successive term or (ii) 90 calendar days after termination, which fees shall be payable in a lump sum upon notice of the cessation or liquidation.

(b) The termination of this Agreement with respect to any particular Fund shall not cause the termination of this Agreement with respect to any other Fund.

(c) Management is authorized to terminate this Agreement with respect to each Fund and to enter into the termination-related agreements and amendments on behalf of any terminated Fund contemplated by Section 5.3, in each case without any further action of the terminated Fund or any other Fund.

5.3. Upon delivery of a termination notice, subject to the receipt by SS&C of all then-due fees, charges and expenses, SS&C shall continue to provide the Services up to the effective date of the termination notice; thereafter, SS&C shall have no obligation to perform any services of any type unless and to the extent set forth in an amendment to Schedule A executed by SS&C. In the event of the termination of this Agreement, SS&C shall provide exit assistance by promptly supplying requested Client Data and, subject to Section 8.2, all deliverables made or accumulated in the performance of its duties hereunder to the applicable Fund or Management entity to which the Client Data relate, or any other Person(s) designated by such entities, in formats already prepared in the course of providing the Services; provided that all fees, charges and expenses have been paid, including any minimum fees set forth in Schedule B for the balance of the unexpired portion of the Term. In the event that Fund or Management wishes to retain SS&C to perform additional transition or related post-termination services, including providing data and reports in new formats, the applicable entity and SS&C shall agree in writing to the additional services and related fees and expenses in an amendment to Schedule A and/or Schedule B, as appropriate.

5.4. Termination of this Agreement shall not affect: (i) any liabilities or obligations of any Party arising before such termination (including payment of fees and expenses) or (ii) any damages or other remedies to which a Party may be entitled for breach of this Agreement or otherwise. Sections 2.2., 6, 8, 9, 10, 11, 12 and 13 of this Agreement shall survive the termination of this Agreement. To the extent any services that are Services are performed by SS&C for Fund or Management after the termination of this Agreement all of the provisions of this Agreement except Schedule A shall survive the termination of this Agreement for so long as those services are performed.

5.5. Any Person, including an investment fund or its general partner, may be joined to this Agreement upon the execution of a written amendment hereto; provided, that no then-current Fund that is a Party to the Agreement is required to consent in writing or otherwise to the addition of any such Person to this Agreement except Management and the Person being added as a Party.

6.1. Notwithstanding anything in this Agreement to the contrary SS&C Associates shall not be liable to Fund or Management for any action or inaction of any SS&C Associate except to the extent of direct Losses finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct, bad faith or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement. Except with respect to all amounts payable by Fund and Management as part of its indemnification obligations under this Section 6, in no event shall either Party be liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Each Fund and Management shall indemnify, defend and hold harmless SS&C Associates from and against Losses (including legal fees and costs to enforce this provision) that SS&C Associates suffer, incur, or pay as a result of any Third Party Claim or Claim among the Parties, except to the extent it is finally determined by a court of competent jurisdiction that such Losses resulted solely from the gross negligence, willful misconduct, bad faith or fraud of SS&C Associates in the performance of SS&C’s duties or obligations under this Agreement. Any expenses (including legal fees and costs) incurred by SS&C Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by Funds and Management on a quarterly basis prior to the final disposition of such matter upon receipt by Funds and Management of an undertaking by SS&C to repay such amount if it shall be determined that an SS&C Associate is not entitled to be indemnified. The maximum amount of cumulative liability of SS&C Associates to all Funds and Management for Losses arising out of the subject matter of, or in any way related to, this Agreement shall not exceed the fees paid by that Fund or Management entity to SS&C under this Agreement except to the extent of Losses resulting solely from the willful misconduct or fraud of SS&C in the performance of SS&C’s duties or obligations under this Agreement, for the most recent 24 months immediately preceding the date of the event giving rise to the Claim, or, if the Agreement had been effective for less than 24 months, the average monthly fees payable since the Effective Date times 24.

(a) It is a legal entity duly created, validly existing and in good standing under the Law of the jurisdiction in which it is created, and is in good standing in each other jurisdiction where the failure to be in good standing would have a material adverse effect on its business or its ability to perform its obligations under this Agreement.

(b) Save for access to and delivery of Market Data that is dependent on Data Suppliers and may be interrupted or discontinued with or without notice, it has all necessary legal power and authority to own, lease and operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Agreement and will comply in all material respects with all Law to which it may be subject, and to the best of its knowledge and belief, it is not subject to any Action that would prevent it from performing its duties and obligations under this Agreement.

(c) It has all necessary legal power and authority to enter into this Agreement, the execution of which has been duly authorized and will not violate the terms of any other agreement.

(d) The Person signing on its behalf has the authority to contractually bind it to the terms and conditions in this Agreement and that this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms.

7.2. Management represents and warrants to SS&C that (i) it has actual authority to provide instructions and directions on behalf of Management and Fund and that all such instructions and directions are consistent with the Governing Documents of Fund and Management and other corporate actions thereof and (ii) it will promptly notify SS&C of (1) any Action against it and (2) changes (or pending changes) in applicable Law with respect to Management that are relevant to the Services.

7.3. Fund represents and warrants to SS&C that (i) its securities are not publicly registered or required to be publicly registered in the U.S. or the European Union and (ii) it will promptly notify SS&C of (1) any Action against it and (2) changes (or pending changes) in applicable Law with respect to the Fund that are relevant to the Services.

(a) It has implemented and maintains commercially reasonable business continuity policies and procedures with respect to the Services, will provide Fund and Management with a summary of its business continuity policies and will test its business continuity procedures at least annually.

(b) It maintains (and shall maintain for the duration of the effectiveness of this Agreement) commercially reasonable amounts of the following types of coverage: (A) electronic data processing equipment coverage (for hardware and software), and (B) errors & omissions coverage (including cyber coverage).

8.1. Fund and Management (i) will provide or ensure that other Persons provide all Client Data to SS&C in an electronic format that is acceptable to SS&C (or as otherwise agreed in writing) and (ii) confirm that each has the right to so share such Client Data. As between SS&C and Fund or Management, all Client Data shall remain the property of the applicable Fund or Management entity to which such Client Data relate. Client Data shall not be used or disclosed by SS&C other than in connection with providing the Services and as permitted under Section 11.2. SS&C shall be permitted to act upon instructions from Management with respect to the disclosure or disposition of Client Data related to Fund, but may refuse to act upon such instructions where it doubts, in good faith, the authenticity or authority of such instructions.

8.2. SS&C shall maintain and store material Client Data used in the official books and records of Fund for a rolling period of 7 years starting from the Effective Date, or such longer period as required by applicable Law or its internal policies.

8.3. Client Reviews. Upon at least 30 days’ reasonable written notice from Fund to SS&C (which shall be at least 30 days other than in the case of Government Authorities), Fund, through its staff or agents (other than any Person that is a competitor of SS&C), and Government Authorities with jurisdiction over the Fund (each a “Reviewer”) may conduct a reasonable, on-site review of the operational and technology infrastructure controls used by SS&C to provide the Services and meet SS&C’s confidentiality and information security obligations under this Agreement (a “Review”). Fund shall accommodate SS&C requests to reschedule any Review based on the availability of required resources. With respect to any Review, Client shall:

(a) Ensure that the Review is conducted in a manner that does not disrupt SS&C’s business operations.

(c) Comply, and ensure that Reviewers comply, with SS&C’s policies and procedures relating to physical, computer and network security, business continuity, safety and security.

(d) Ensure that all Reviewers are bound by written confidentiality obligations substantially similar to, and no less protective than, those set forth in the Agreement (which Client shall provide to SS&C upon request).

(e) Except for mandatory Reviews by Government Authorities, be limited to 1 Review per calendar year.

9.1. From time to time and in connection with the Services SS&C may obtain access to certain personal data from Fund, Management or from Fund investors and prospective investors and, if applicable, as Processor of the Fund. Personal data relating to Fund, Management and their respective Affiliates, members, shareholders, directors, officers, partners, employees and agents and of Fund investors or prospective investors will be processed by and on behalf of SS&C. Each Fund and Management entity consents to the transmission and processing of such data outside the jurisdiction governing this Agreement in accordance with applicable Law. SS&C only transfers Personal Data to Affiliates that have executed a data transfer agreement containing the European Union model clauses in accordance with GDPR (deemed equivalent in the Cayman Islands for the purpose of DPL).

(a) If Fund or Management is deemed to be a Controller, as notified by it to SS&C, then: (i) SS&C will comply with its applicable obligations as a Processor under DPL and GDPR, including those requirements set out in Articles 28 (Processor), 29 (Processing under the authority of the controller or processor), 31 (Cooperation with the supervisory authority) and 32 (Security of processing) of GDPR, (ii) SS&C will notify Fund or Management without undue delay after becoming aware of a relevant Personal Data breach and provide reasonable assistance to Fund or Management (as applicable) in its notification of that Personal Data breach to the relevant supervisory authority and those data subjects affected as set out in Articles 33 (Notification of a personal data breach to the supervisory authority) and 34 (Communication of a personal data breach to the data subject) of GDPR and the equivalent provisions of DPL, and (iii) SS&C will not disclose or use Personal Data obtained from or on behalf of Fund or Management except in accordance with the lawful instructions Fund or Management (as applicable), to carry out SS&C’s obligations under, or as otherwise permitted pursuant to the terms of, its agreements with Fund or Management (as applicable) and to comply with applicable Law, including GDPR and DPL.

(b) If Fund or Management is deemed to be a Controller, as notified by it to SS&C, then it will ensure that all relevant Personal Data subjects for whom SS&C will process Personal Data on their behalf as contemplated by its agreement(s) with them are fully informed concerning such processing, including, where relevant, the processing of such data outside the European Union and the Cayman Islands and if applicable provide GDPR and/or DPL compliant consent.

9.2. Without prejudice to SS&C’s obligations under Section 9.1, SS&C will, at all times as of the Effective Date and for the duration of the effectiveness of this Agreement:

9.3. Without prejudice to SS&C’s obligations under Section 9.1, SS&C will promptly investigate material incidents of unauthorized access to or loss of Fund and Management personal information and Confidential Information maintained by SS&C (a “Data Breach”) and, unless prohibited by applicable Law or if it would compromise SS&C’s investigation, notify Management as soon as reasonably practicable following any Data Breach. Fund and Management are responsible for making notifications related to a Data Breach that are required by applicable Law. SS&C will work with Fund and Management in good faith to effect such notifications. SS&C will seek to implement corrective action to respond to Data Breaches and prevent future occurrences, and will report to Management the corrective actions. SS&C will reasonably cooperate with Fund and Management in the event of any Governmental Authority inquiry related to or arising out of a Data Breach.

10.1. SS&C Property is and shall remain the property of SS&C or, when applicable, its Affiliates or suppliers. Neither Fund nor Management nor any other Person shall acquire any license or right to use, sell, disclose, or otherwise exploit or benefit in any manner from, any SS&C Property, except as specifically set forth herein. Fund and Management shall not (unless required by Law) either before or after the termination of this Agreement, disclose to any Person not authorized by SS&C to receive the same, any information concerning the SS&C Property and shall use reasonable efforts to prevent any such disclosure.

11.1. Each Party shall not at any time disclose to any Person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party or its Affiliates, except as permitted by this Section 11.

11.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement. Each Party may retain a record of the other Party’s Confidential Information for the longer of (i) 7 years or (ii) as required by Law or its internal policies, and in all cases such Confidential Information will remain subject to the provisions hereof.

11.4. SS&C’s ultimate parent company is subject to U.S. federal and state securities Law and, subject to the provisions of Section 11.2(c), may make disclosures as it deems necessary to comply with such Law. SS&C shall have no obligation to use Confidential Information of, or data obtained with respect to, any other client of SS&C in connection with the Services.

11.5. Upon the prior written consent of Management, SS&C shall have the right to identify Fund or Management in connection with its marketing-related activities and in its marketing materials as a client of SS&C. Upon the prior written consent of SS&C, which consent shall not be unreasonably withheld, conditioned, or delayed, Fund or Management shall have the right to identify SS&C and to describe the Services and the material terms of this Agreement in the offering documents of Fund. For the avoidance of doubt, the prior sentence shall not preclude Management or Fund from disclosing in any communications to any Person that SS&C serves as a service provider to Management and Fund (and the capacity in which it serves) and provides the Services, in each case with SS&C’s prior written consent, pursuant to this Agreement, unless such disclosure is required by securities laws, in which case such consent shall not be required. This Agreement shall not prohibit SS&C from using any Fund or Management data (including Client Data) in tracking and reporting on SS&C’s clients generally or making public statements about such subjects as its business or industry; provided that neither Fund nor Management is named or able to be identified in such public statements without its prior written consent. If the Services include the distribution by SS&C of notices or statements to investors, SS&C may, upon advance notice to Fund, include reasonable notices describing those terms of this Agreement relating to SS&C and its liability and the limitations thereon; if investor notices are not sent by SS&C but rather by Fund or some other Person, Fund will reasonably cooperate with any request by SS&C to include such notices. Neither Fund nor Management shall, in any communications with any Person, whether oral or written, make any representations stating or implying that SS&C is (i) providing valuations with respect to the securities, products or services of Fund or Management, or verifying any valuations, (ii) verifying the existence of any assets in connection with the investments, products or services of Fund or Management, or (iii) acting as a fiduciary, investment advisor, tax preparer or advisor, custodian or bailee with respect to Fund, Management or any of their respective assets, investors or customers.

12.1. Except as otherwise provided herein, all notices required or permitted under this Agreement or required by Law shall be effective only if in writing and delivered: (i) personally, (ii) by registered mail, postage prepaid, return receipt requested, (iii) by receipted prepaid courier, (iv) by any confirmed facsimile or (v) by any electronic mail, to the relevant address or number listed below (or to such other address or number as a Party shall hereafter provide by notice to the other Parties). Notices shall be deemed effective when received by the Party to whom notice is required to be given.

13.1. Amendment; Modification. This Agreement may not be amended or modified except in writing signed by an authorized representative of each Party. No SS&C Associate has authority to bind SS&C in any way to any oral covenant, promise, representation or warranty concerning this Agreement, the Services or otherwise.

13.2. Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by any Party, in whole or in part, whether directly or by operation of Law, without the reasonable prior written consent of the other Party; provided, however, that SS&C may assign or otherwise transfer this Agreement without the other Party’s prior consent: (i) to a successor in the event of a change in control of SS&C, (ii) to an Affiliate or (iii) in connection with an assignment or other transfer of a material part of SS&C’s business. Any attempted delegation, transfer or assignment prohibited by this Agreement shall be null and void.

13.3. Choice of Law; Choice of Forum. This Agreement shall be interpreted in accordance with and governed by the Law of the State of New York and the Investment Company Act of 1940, as amended (the “1940 Act”) and the applicable rules thereunder. To the extent that the laws of the State of New York conflict with the 1940 Act or such applicable rules, the latter shall control. The courts of the State of New York and the United States District Court for the Southern District of New York shall have exclusive jurisdiction to settle any Claim. Each Party submits to the exclusive jurisdiction of such courts and waives to the fullest extent permitted by Law all rights to a trial by jury.

13.4. Counterparts; Signatures. This Agreement may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and shall be binding to the same extent as if original signatures were exchanged.

13.5. Entire Agreement. This Agreement (including any schedules, attachments, amendments and addenda hereto) contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto. This Agreement sets out the entire liability of SS&C Associates related to the Services and the subject matter of this Agreement, and no SS&C Associate shall have any liability to Fund, Management or any other Person for, and Fund and Management hereby waives to the fullest extent permitted by applicable law recourse under, tort, misrepresentation or any other legal theory other than as otherwise set forth herein.

13.6. Force Majeure. SS&C will not be responsible for any Losses of property in SS&C Associates’ possession or for any failure to fulfill its duties or obligations hereunder if such Loss or failure is caused, directly or indirectly, by war, terrorist or analogous action, the act of any Government Authority or other authority, riot, civil commotion, rebellion, storm, accident, fire, lockout, strike, power failure, computer error or failure, delay or breakdown in communications or electronic transmission systems, or other analogous events. SS&C shall use commercially reasonable efforts to minimize the effects on the Services of any such event.

13.7. Non-Exclusivity. The duties and obligations of SS&C hereunder shall not preclude SS&C from providing services of a comparable or different nature to any other Person. Fund and Management understand that SS&C may have relationships with Data Suppliers and providers of technology, data or other services to Fund or Management and SS&C may receive economic or other benefits in connection with the Services provided hereunder.

13.8. No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between or among any of the Parties. The Parties agree that they shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.

13.9. No Solicitation. During the term of this Agreement and for a period of 6 months thereafter, neither Fund nor Management will directly or indirectly solicit the services of, or otherwise attempt to employ or engage any employee of SS&C or its Affiliates who has been materially involved in the provision of the Services without the consent of SS&C; provided, however, that the foregoing shall not prevent Fund or Management from soliciting employees through general advertising not targeted specifically at any or all SS&C Associates. If Fund or Management employs or engages any SS&C Associate during the term of this Agreement or the period of 6 months thereafter, such entity shall pay for the reasonable fees and expenses (including recruiters’ fees) incurred by SS&C or its Affiliates in hiring replacement personnel as well as any other remedies available to SS&C.

13.10. No Warranties. Except as expressly listed herein, SS&C and each Data Supplier make no warranties, whether express, implied, contractual or statutory with respect to the Services or Market Data. SS&C disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the Services. All warranties, conditions and other terms implied by Law are, to the fullest extent permitted by Law, excluded from this Agreement.

13.11. Severance. If any provision (or part thereof) of this Agreement is or becomes invalid, illegal or unenforceable, the provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not practical, the relevant provision shall be deemed deleted. Any such modification or deletion of a provision shall not affect the validity, legality and enforceability of the rest of this Agreement. If a Party gives notice to another Party of the possibility that any provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate to amend such provision so that, as amended, it is valid, legal and enforceable and achieves the intended commercial result of the original provision.

13.12. Testimony. If SS&C is required by a third party subpoena or otherwise, to produce documents, testify or provide other evidence regarding the Services, this Agreement or the operations of Fund in any Action to which Fund or Management is a party or otherwise related to Fund or Management, Fund and Management shall reimburse SS&C for all costs and expenses, including the time of its professional staff at SS&C’s standard rates and the cost of legal representation, that SS&C reasonably incurs in connection therewith.

13.13. Third Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties and will not be interpreted in such a manner as to give rise to or create any rights or benefits of or for any other Person except as set forth with respect to SS&C Associates and Data Suppliers.

13.14. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No exercise (or partial exercise) of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1st day of October, 2020, by and between IDR Core Property Index Fund Ltd., a Maryland corporation (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under the provisions of the Investment Company Act of 1940, as amended (“1940 Act”), which is authorized to offer and sell shares of Class A common stock (“Shares”) and may from time to time accept tenders of Shares in exchange for shares of Class B common stock (“Redemption Shares”), in each case in reliance on exemptions provided in the Securities Act of 1933, as amended, and state securities laws for transactions not involving any public offering, and to admit investors into the Fund (“Investors”); and

WHEREAS, the Fund generally accepts subscription proceeds for Shares and may redeem requests for the repurchase of Redemption Shares in accordance with the terms of the Fund’s confidential offering memorandum; and

WHEREAS, the Escrow Agent is a bank having the qualifications prescribed in Section 26(a)(1) of the 1940 Act; and

WHEREAS, the Fund desires to appoint UMB Bank, N.A. as escrow agent for the purpose of holding investment proceeds tendered by investors prior to the time such funds are transferred to the Fund for investment and holding funds for redemption of Redemption Shares by the Fund prior to the time such funds are transferred by the Fund to Investors.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

The Fund hereby appoints UMB Bank, N.A. as Escrow Agent, on the terms set forth in this Agreement. UMB Bank, N.A. hereby agrees to serve as Escrow Agent on the terms set forth in this Agreement. The Fund hereby authorizes UMBFS, in its capacity as recordkeeper, to provide instructions to the Escrow Agent on the Fund’s behalf in accordance with the terms of this Agreement.

(a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received

by UMBFS (the “Purchase Proceeds”) will be deposited by UMBFS into the Subscription Sub-Account. Proceeds for periodic redemptions of Redemption Shares by the Fund from Investors (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account, the Holdback Sub-Account, and the Income Sub-Account shall be referred to collectively as the “Escrow Accounts”).

(b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds.

(c) On the last business day of each calendar month, or earlier upon instruction from the Fund, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”).

(d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity.

(e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month.

(f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”).

(g) On an annual basis, or earlier upon instruction from the Fund, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”).

(h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow Agent a cash letter specifying the corrective action to be taken.

For its services hereunder, the Escrow Agent shall be entitled to a one-time account acceptance fee of $[ ], plus an annual escrow fee of $[ ] for the Escrow Accounts and transaction fees of $[ ] per deposit and/or distribution. In addition to the foregoing fees, all reasonable out-of-pocket expenses relating to the administration of this Agreement and the Escrow Accounts such as, but not limited to, wire fees, postage, shipping, courier, telephone and facsimile charges will be paid directly by the Fund.

(a) Whenever payments are required to be made to the Escrow Agent under this Agreement, such payments shall be made by electronic transfer per the following instructions:

(b) Whenever payments are required to be made by the Escrow Agent to UMBFS under this Agreement, such payments shall be made by electronic transfer per the following instructions:

(c) Every cash letter delivered to the Escrow Agent hereunder pursuant to Paragraph 2 shall bear the signature of two (2) authorized UMBFS signers. If requested by UMBFS, each cash letter shall also bear the countersignature of one (1) authorized Fund signer. In connection with the execution of this Agreement, UMBFS shall deliver to the Escrow Agent, and the Fund shall deliver to UMBFS, a list of authorized signers, together with a certificate of incumbency and specimen signatures. The party providing such certificate may provide an updated certificate evidencing the appointment, removal or change of authority of any authorized signer, it being understood that the party relying on such certificate shall not be held to have notice of any change in the authority of any authorized signer until receipt of written notice thereof.

(d) A cash letter must be received by the Escrow Agent by 3:00 p.m. CT on the day such cash letter is transmitted in order for the instructions contained in such cash letter to be honored on that day.

(a) it is duly organized and in good standing under the laws of the State of
Maryland and all necessary action has been taken by it and it is duly authorized to enter into this Agreement;

(c) this Agreement and all other documents related to the transactions described herein have been duly executed and delivered by the Fund and constitute the legal, valid and binding obligations of the Fund, enforceable in accordance with their respective terms;

(d) the execution, delivery and performance of this Agreement and all other documents related to the transactions described herein by the Fund do not and will not breach or violate or cause a default under its articles of incorporation and bylaws or any provision of any agreement, instrument, judgment, injunction or order applicable to or binding upon it.

(a) it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 under the 1940 Act;

(b) it has the power and authority to enter into and perform its obligations under this Agreement; and

(d) Escrow Agent maintains business continuity policies and standards necessary and appropriate to carry out its obligations under this Agreement.

(a) be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement;

(b) be under no duty to accept any information from any person or entity other than the Fund or UMBFS, and then only to the extent and in the manner expressly provided for in this Agreement;

(c) act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or UMBFS pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties;

(d) be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct;

(e) have no liability or duty to inquire into the terms and conditions of any subscriptions for Shares, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature;

(f) be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Subparagraph (f), nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Subparagraph (d) above;

(g) not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement;

(h) be entitled to refrain from taking any action other than to keep all property held by it in escrow hereunder until it shall be directed otherwise in writing by the Fund, or by a final judgment by a court of competent jurisdiction, provided that it shall be uncertain as to its duties and rights hereunder (including, without limitation, the receipt of conflicting instructions or directions from any of the parties hereto or any third parties);

(i) have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or UMBFS;

(j) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Subparagraph (l) hereof, at least sixty (60) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;

(k) be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

(l) all deliveries and notices to the Escrow Agent shall be in writing and shall be sent or delivered to:

All deliveries and notices hereunder to the Fund shall be in writing and shall be sent or delivered to:

All deliveries and notices hereunder to UMBFS shall be in writing and shall be sent or delivered to:

(m) Nothing in this Agreement is intended to or shall confer upon anyone other than the parties hereto any legal or equitable right, remedy or claim. This Agreement shall be construed in accordance with the laws of the State of Missouri and may be amended or settled only by a writing executed by the parties thereto.

(n) This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. In addition, the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

(o) In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, Escrow Agent may request certain information and/or documentation to verify, confirm and record identification of persons or entities who are parties to the Agreement.

The parties hereto agree that for purposes of tax reporting, all interest or other income, if any, attributable to the Escrow Accounts pursuant to this Agreement shall be allocable to the Fund. The Fund agrees to provide the Escrow Agent with an Internal Revenue Service Form W-9 upon execution of this Agreement. The Fund understands that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code, as amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement. The Escrow Agent will prepare and send notifications on Form 1099 for each calendar year for which such Form is required during the term hereof.

IN WITNESS WHEREOF, the parties hereto have caused the Escrow Agreement to be executed by their respective duly authorized officers.

IDR Investment Management, LLC (the "Investor") intends to serve as the investment adviser to IDR Core Property Index Fund Ltd (the "Company"). In connection therewith and in furtherance thereof, the Investor hereby irrevocably subscribes for and agrees to purchase 100 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”) for an aggregate purchase price specified below, payable at such times and in such amounts, and under such terms and conditions, as may be required by the Company and in conformity with the Company's articles of incorporation and bylaws, in each case as amended to date and currently in effect.

In witness whereof, the Investor, intending to be legally bound, has executed this Subscription Agreement as of the date first written above.

Adopted by the Registered Fund Board of Directors (as defined below) as of May 15, 2020

This is the Code of Ethics (this “Code”) of (i) Investors Diversified Realty Management I LLC (“IDR I”), a Delaware limited liability company that is registered as an investment adviser under the Advisers Act of 1940, as amended (the “Advisers Act”), (ii) IDR Investment Management, LLC (“IDR Management” and, together with IDR I, the “Firm”^[1]), a Delaware limited liability company that is registered as an investment adviser under the Advisers Act and serves as an investment adviser to Core Property Index Master Fund, LLC, Core Property Index Fund, LLC, Core Property Index Trust and the Registered Fund (defined below) (collectively, the “Index Funds”, and, each, an “Index Fund”) and (iii) and IDR Core Property Index Fund Ltd (the “Registered Fund” and, together with the Firm, “IDR”), an externally managed, non-diversified, closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Firm has adopted this Code in order to satisfy the requirements of Section 204A of the Advisers Act and Rule 204A-1 thereunder (such rule, “Rule 204A-1”), and each of IDR Management and the Registered Fund has adopted this code in order to satisfy the requirements under Rule 17j-1 under the 1940 Act (“Rule 17j-1”).

IDR’s Policies on Insider Trading and Personal Securities Transactions are included in this Code.

The Firm is a fiduciary for its Advisory Clients. Because of this fiduciary relationship, it is generally improper for the Firm or its Associated Persons to:

In addition, because of this fiduciary relationship and the requirements applicable to the Firm under the Advisers Act and the 1940 Act, including Rule 204A-1 and Rule 17j-1, the Firm and its Associated Persons shall not:

^[1] Any references in this Code to the “Firm” in the context of the duties, obligations and rights of, or actions taken by the Firm, which satisfy requirements under Rule 17j-1 under the 1940 Act, should be understood to include the duties, obligations and rights of, or actions taken by, the Firm with respect to, and on behalf of, any applicable requirements of the Registered Fund or the Registered Fund Affiliated Persons under Rule 17j-1.

Furthermore, any principal affiliated underwriter of the Registered Fund, and any “affiliated person” (as such term is defined under the 1940 Act) of the Registered Fund’s principal underwriter or IDR Management (collectively, “Registered Fund Affiliated Persons”) shall not employ any of the foregoing actions with respect to the Registered Fund and shall not make any untrue statement of material fact to the Registered Fund or omit to state a material fact necessary in order to make the statements made to the Registered Fund, in light of the circumstances under which they are made, not misleading.

Also, as a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its Associated Persons, Registered Fund Affiliated Persons, or others receive any improper benefit from information about Advisory Client trading or accounts or from our relationships with our clients or with the brokerage community.

IDR expects all Associated Persons and Registered Fund Affiliated Persons to comply with the spirit of this Code, as well as the specific rules contained in this Code.

IDR treats violations of this Code (including violations of the spirit of this Code) very seriously. Violation of either the letter or the spirit of this Code, may result in IDR taking disciplinary measures, including, without limitation, imposing penalties or fines, reduction of compensation, demotion, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating of employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code. Nevertheless, this Code can be violated by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Individual conduct can violate this Code even if no clients are harmed by such conduct.

Supervised Person – Means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.

In addition, at the discretion of IDR, references to a “Supervised Person” in this Code should also be understood to include all temporary workers, consultants, independent contractors, and anyone else designated by the Chief Compliance Officer. The foregoing persons mentioned in the previous sentence will generally only be considered a “Supervised Person” under this Code, if their duties include access to certain types of information, which would put them in a position of sufficient knowledge to necessitate their inclusion under this Code. The Chief Compliance Officer shall make the final determination as to which of these are considered Supervised Persons.

Access Person – Means a Supervised Person (i) who has access to nonpublic information regarding any Advisory Client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, or (ii) who is involved in making securities recommendations to Advisory Clients, or has access to such recommendations that are nonpublic. All of the Firm’s directors, officers and partners are presumed to be “Access Persons”. In addition, with respect to the Registered Fund, references to an “Access Person” in this Code shall also include the meaning ascribed to such term under Rule 17j-1.²

Associated Person - For purposes of this Code, all Supervised Persons and Access Persons are collectively referred to as “Associated Persons”.

Advisory Client - Any person to whom or entity to which the Firm serves an investment adviser, renders investment advice, or makes any investment decisions for a fee is considered to be a client. For the avoidance of doubt, the Registered Fund is considered an “Advisory Client” of IDR Management for purposes of this Code.

Beneficial Ownership – Has the same meaning as would be ascribed to such term in determining whether a person has beneficial ownership of a security for purposes of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended (the “1934 Act”).

References in this Code to “Beneficial Ownership” should be understood to include any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities, including those owned by members of an Access Person’s immediate family living in the Access Person’s household, as defined below.

Chief Compliance Officer – Means such person as may be appointed from time to time to serve as the “chief compliance officer” of the Firm pursuant to the requirements under Rule 206(4)-7 under the Advisers Act. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, some functions of the Chief Compliance Officer may be performed by another qualified individual, and shall be clearly denoted in the Company’s compliance files.

Covered Securities - Means anything that is considered a “security” under the 1940 Act.

This is a very broad definition of security. It includes most kinds of investment instruments, including things that one might not ordinarily think of as “securities,” such as:

If there is any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

² Rule 17j-1 defines “Access Person” to mean (all undefined terms used in this definition shall have the meaning ascribed to them under Rule 17j-1):

“(i) Any Advisory Person of a Fund or of a Fund’s investment adviser. If an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

(ii) Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.”

Please Note: IDR Management serves as an investment adviser to each of the Index Funds. Each of the Index Funds seeks to closely track the NFI-ODCE Index with low tracking error. Each of the Index Fund invests in the underlying component funds of the NFI-ODCE Index (the “Component Funds”) on a value-weighted basis. It is important to note, that each of the Index Funds can only hold investments in the Component Funds and does not have the ability to hold any other securities (public or private). The Component Funds are exclusively private equity real estate limited partnerships and limited liability companies that are not publicly traded securities.

To avoid even the appearance of conflicts of interests, IDR has restricted its Supervised Persons (all employees) from owning, trading or otherwise holding individual interests/units in the investments (Component Funds) held by each of the Index Funds. Moreover, the restriction extends to the publicly traded stock or any other public traded securities or derivative of each Component Fund’s parent company. The restriction does not include an investment in any Index Fund or public stock held in mutual funds, ETFs or other similar diversified instruments.

Initial Public Offering – means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

Limited Offering – means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or Section 4(a)(5) thereunder or pursuant to Rule 504 or Rule 506 thereunder.

Non-Reportable Securities/Transactions – means each security or transaction with respect to which Rule 204A-1 or Rule 17j-1 does not require Access Persons to file certain or all Reporting Forms, which include the following securities and transactions:

Registered Fund CCO – Means such person as may be appointed from time to time to serve as the “chief compliance officer” of the Registered Fund pursuant to the requirements under Rule 38a-1 under the 1940 Act. For purposes of reviewing the Registered Fund CCO’s own transactions and reports under this Code, some functions of the Registered Fund CCO may be performed by another qualified individual, and shall be clearly denoted in IDR’s compliance files.

The Chief Compliance Officer shall work with the Registered Fund CCO to ensure that each of the Registered Fund and the Registered Fund Affiliated Persons satisfy their requirements under this Code of Ethics and under Rule 17j-1. Accordingly, to the extent the Chief Compliance Officer makes any determinations, grants any waivers or prior written permissions to engage in any actions requiring the Chief Compliance Officer’s permission under this Code, grants permission to receive outside compensation, receives reports of any conflicts of interest, receives reports of violations of this Code, or receives related information and takes related action with regard to compliance under this Code with respect to the Registered Fund or a Registered Fund Access Person, the Chief Compliance Officer shall notify the Registered Fund CCO of such items in such manner as shall be determined by the Registered Fund CCO, in its sole discretion (including, for the avoidance of doubt, in advance of any such actions being taken (e.g., granting waivers) if the Registered Fund CCO determines so, in its sole discretion)).

Reporting Form – means such forms on which Access Persons provide the information required for the Initial Holding Reports, the Quarterly Transaction Reports, and/or Annual Reporting Reports.

Reportable Securities – means “securities” as such term is defined under the 1940 Act, other than Non-Reportable Securities/Transactions.

A. All Access Persons must complete three Reporting Forms under this Code for Reportable Securities (or instruct a custodian to send duplicate confirmations and brokerage account statements for the Covered Accounts to the Firm, as set forth below). Additional information regarding these Reporting Forms can be found below. Copies of the Reporting Forms can be obtained from the Chief Compliance Officer.

B. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

C. The Firm’s management will review the terms and provisions of this Code at least annually and make amendments as necessary. Any amendments will be distributed to all Associated Persons of the Company, and each Associated Person must provide in writing their receipt, understanding, and acceptance of the changes.

D. The board of directors of the Registered Fund (the “Registered Fund Board”), including a majority of its directors who are not “interested persons” (as such term is defined under Section 2(a)(19) of the 1940 Act) of the Registered Fund, must approve this Code and any material change to this Code. The Registered Fund Board must base its approval of this Code and any material changes thereon on a determination that this Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited under the section of this Code entitled “General Principles”. Before approving this Code, the Registered Fund Board must receive a certification from each of the Registered Fund and the Firm that it has adopted procedures reasonably necessary to prevent Access Persons from violating this Code. The Registered Fund Board must approve a material change to this Code no later than six months after adoption of the material change.

The Registered Fund and the Firm must use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code.

No less frequently than annually, the Chief Compliance Officer and the Registered Fund CCO must furnish to the Registered Fund Board a written report that:

E. If there is any doubt or uncertainty about what this Code requires or permits, ask the Chief Compliance Officer. Please do not guess the answer.

F. All Associated Persons are required to sign an agreement to abide by the Company’s Code of Ethics and to certify annual compliance with this Code.

Any Associated Person and any of IDR’s directors, officers, or other personnel who possesses or believes that she/he may possess material, non-public information about any issuer of securities must report the matter immediately to the Chief Compliance Officer so the Chief Compliance Officer may take the appropriate action to create a restricted securities log and initiate other procedures covered in this Code.

The following policies and procedures apply to all accounts owned or controlled by an Access Person, and any account in which the Access Person has any direct or indirect Beneficial Ownership. These accounts are collectively referred to as “Covered Accounts.” Any account in question should be addressed with the Chief Compliance Officer immediately to determine if it is considered a covered account.

The Firm has restricted its Supervised Persons (all employees) from owning, trading or otherwise holding individual interests/units in the investments (Component Funds) held by any Index Fund. Moreover, the restriction extends to the publicly traded stock or any other public traded securities or derivative of the Component Fund’s parent company. Supervised Persons must attest annually in writing that they do not own any of the aforementioned securities. Please see the firms restricted securities list. Copies of all reporting forms may be obtained from the Chief Compliance Officer. Additionally, all Access Persons must file the reports described below if they own Reportable Securities.

For the avoidance of doubt, Access Persons need not file reports described below with respect to Non-Reportable Securities/Transactions.

Furthermore, a director of the Registered Fund who is not an “interested person” of the Registered Fund within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make a report described below solely by reason of being a director of the Registered Fund, need not make:

No later than 10 calendar days after an Associated Person becomes an Access Person, that Access Person who holds Reportable Securities must file an Initial Holdings Report with the Chief Compliance Officer. If the Access Person is an "Access Person" solely on account of the Registered Fund, such Access Person may submit the Initial Holdings Report to the Registered Fund CCO, in lieu of the Chief Compliance Officer.

The Initial Holdings Report requires that each Access Person who has Reportable Securities to list all Covered Accounts on the date the Associated Person became an Access Person (which information shall include the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership). It also requires each Access Person to list all brokers, dealers, and banks holding any accounts, in which the Access Person had direct or indirect benefit, on the date the Associated Person became an Access Person (or on the date this Code was adopted, if the Associated Person was already an Access Person on such date).

This requirement, with respect to those Access Persons who are not deemed “Access Persons” of the Registered Fund, may be satisfied by instructing the custodian for these accounts to send duplicate confirmations and brokerage account statements for the Covered Accounts to the Firm, c/o the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO, provided all required information is included in the confirmation and statement and received no later than 30 days after the applicable calendar quarter. Alternatively, Access Persons may submit this information on the Reporting Form provided by the Firm.

Each Access Person must notify the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO of any updates or changes to his or her Covered Accounts within 30 days of such update or change. All information contained in the Initial Holding Report must be current as of the date no more than 45 days prior to the date the report is submitted.

No later than 30 calendar days after the end of March, June, September, and December, each year, each Access Person who holds Reportable Securities must file a Quarterly Transaction Report with the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO.

A. with respect to all transactions in Covered Accounts during the most recent calendar quarter in which the Access Person had Beneficial Ownership: (i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved, (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (iii) the price of the security at which the transaction was effected, (iv) the name of the broker, dealer or bank with or through which the transaction was effected, and (v) the date the access person submits the report.

B. with respect to any Covered Account established by the Access Person in which any securities held during the most recent calendar quarter in which the Accept Person had Beneficial Ownership: (i) the name of the broker, dealer or bank with whom the Access Person established the account, (ii) the date the Covered Account was established, and (iii) the date that the Quarterly Transaction Report is submitted by the Access Person.

This requirement may be satisfied by instructing the custodian for these accounts to send duplicate confirmations and brokerage account statements for the Covered Accounts to the Company, c/o the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO, provided all required information is included in the confirmation and statement and received no later than 30 days after the applicable calendar quarter. Alternatively, Access Persons may submit this information on the Reporting Form provided by the Company.

By March 15th of each year, each Access Person who holds Reportable Securities must file an Annual Holdings Report with the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO.

The Annual Holdings Report requires the Access Person to list all securities in Covered Accounts in which the Access Person had Beneficial Ownership as of December 31 of the previous year (which information shall include the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership). It also requires the Access Person to list all brokers, dealers, and banks holding any accounts in which such person had direct or indirect benefit on December 31 of the previous year.

This requirement, with respect to those Access Persons who are not deemed “Access Persons” of the Registered Fund, may be satisfied by instructing the custodian for these accounts to send duplicate confirmations and brokerage account statements for the Covered Accounts to the Company, c/o the Chief Compliance Officer or (in the case of an Access Person that is an "Access Person" solely on account of the Registered Fund) the Registered Fund CCO, provided all required information is included in the confirmation and statement and received no later than 30 days after the applicable calendar quarter. Alternatively, Access Persons may submit this information on the Reporting Form provided by the Company.

All information contained in the Annual Holding Report must be current as of the date no more than 45 days prior to the date the report is submitted.

The Chief Compliance Officer shall review personal trading reports for all Access Persons who hold Reportable Securities no less than quarterly, and will otherwise take reasonable steps to monitor compliance with, and enforce this Code of Ethics. Evidence of the reviews shall be maintained in the Firm’s files. Another qualified individual will review the Chief Compliance Officer’s personal securities trading reports regarding any Reportable Securities.

The Firm reserves the right to require the Access Person to reverse, cancel, or freeze, at the Access Person’s expense, any transaction or position in a specific security if the Firm believes the transaction or position violates its policies or appears improper. The Firm will keep all such information confidential except as required to enforce this policy or to participate in any investigation concerning violations of applicable law.

If the Firm discovers any trading activity that appears to be in violation of this Code, the Chief Compliance Officer, and/or other senior representatives of the Firm, will meet with the Access Person to review the findings and to discuss additional pertinent information related to the situation. Where necessary, one or more of the following remedial actions may be taken:

In addition, each of the Registered Fund, IDR Management or a principal underwriter of the Registered Fund (if any), must, at its principal place of business, maintain records in the manner set and to the extent set forth below, and must make these records available to the SEC or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination. These records include:

Access Persons, investment personnel of the Registered Fund or IDR Management may not acquire any Beneficial Ownership in any security (not just Covered Securities) in an Initial Public Offering or in a Limited Offering without first seeking written approval from the Chief Compliance Officer. Purchases and sales of restricted securities issued by public companies are generally prohibited, unless the Chief Compliance Officer determines that the contemplated transaction will raise no actual, potential, or apparent conflict of interest.

If the Company is purchasing/selling or considering for purchase/sale any Covered Security on behalf of an Advisory Client Account, no Access Person may effect a transaction in that Covered Security prior to the client purchase/sale having been completed by the Company, or until a decision has been made not to purchase/sell the Covered Security on behalf of the Advisory Client Account and in accordance with the Company’s pre clearance and blackout policy, if any.

Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Prohibitions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the Access Person in writing to the Chief Compliance Officer. Exceptions will only be granted in those cases in which the Chief Compliance Officer determines that granting the request will create no actual, potential, or apparent conflict of interest.

As noted above, transactions in Limited Offerings and Initial Public Offerings are prohibited, unless pre-clearance is obtained, in advance of the transaction. Pre-clearance is obtained by first completing and signing the Personal Trade Request Form. (A copy of the Personal Trade Request Form is attached as Appendix A to this Code, or a copy can be obtained from the Chief Compliance Officer.) The Personal Trade Request Form is then submitted to the Chief Compliance Officer for pre-clearance.

If pre-clearance is obtained, the approval is valid for the day on which it is granted and the two immediately following business days. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before the transaction is executed.

The Company does not require pre-clearance of all Associated Persons’ personal securities transactions except to the extent set forth in this Code or required under applicable law. If, however, the Chief Compliance Officer, or designee, determines an exception/red flag based on regular reviews of an Associated Person’s personal securities transactions, the Chief Compliance Officer may require a specific Associated Person to obtain, in advance of future transactions, pre-clearance for all such transactions. In all such cases, the Chief Compliance Officer shall determine beginning and ending dates for the pre-clearance requirement.

The Chief Compliance Officer will explain to the Associated Person why pre-clearance is required and have the Associated Person sign an acknowledgement of understanding and acceptance. Records of the noted exceptions/red flags, remedial actions, and all related securities transactions will be maintained in the Company’s files.

The purpose of these policies and procedures (the “Insider Trading Policies”) is to educate our Associated Persons regarding insider trading, and to detect and prevent insider trading by any person associated with IDR. The term “insider trading” is not defined in the securities laws, but generally, it refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.

All Associated Persons of IDR, including contract, temporary, or part-time personnel, or any other person associated with the IDR are prohibited from the following activities:

(a) trading or recommending trading in securities for any account (personal or client) while in possession of material, non-public information about the issuer of the securities; or

(b) communicating material, non-public information about the issuer of any securities to any other person.

The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

Any Associated Person who possesses or believes that she/he may possess material, non-public information about any issuer of securities must report the matter immediately to the Chief Compliance Officer. The Chief Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.

Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:

In addition, each of IDR’s and the Firm’s management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

All disciplinary responses to violations of this Code shall be administered by the Chief Compliance Officer. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.

Upon IDR’s adoption of this Code and annually thereafter, all Associated Persons are required to certify in writing his or her understanding and continuing acceptance of, as well as agreement to abide by, the guidelines and polices set forth herein. Additionally, any change or modification to this Code will be distributed to all Associated Persons and they will be required to certify in writing their receipt, understanding, and acceptance of the change(s).

IDR Investment Management, LLC and Investors Diversified Realty Management I LLC
1111 E. Superior Avenue, Suite 1100
Cleveland, Ohio 44114
Attention: Chief Compliance Officer

This letter is to notify you that I, my spouse/partner, or a member of my family residing with me desires to participate in the following transaction involving securities for which prior approval is required pursuant to the Code of Ethics (the "Code of Ethics") of DR Investment Management, LLC and Investors Diversified Realty Management I LLC (the "Group").

I hereby agree to provide you such information as you may request about the transaction described above and represent that any and all information I have provided you or may provide you about this transaction is or will be

(and does not and will not omit any information necessary to make such information) truthful, accurate and not misleading.

ITEM NO.	REGISTRATION STATEMENT CAPTION	CAPTION IN PART A OR PART B
1.	Outside Front Cover	Not Required
2.	Cover Pages; Other Offer Information	Not Required
3.	Fee Table and Synopsis	Fee Table
4.	Financial Highlights	Not Required
5.	Plan of Distribution	Not Required
6.	Selling Stockholders	Not Required
7.	Use of Proceeds	Not Required
8.	General Description of the Registrant	General Description of the Registrant
9.	Management	Management
10.	Capital Stock, Long-Term Debt, and Other Securities	Capital Stock, Long-Term Debt, and Other Securities
11.	Defaults and Arrears on Senior Securities	Defaults and Arrears on Senior Securities
12.	Legal Proceedings	Legal Proceedings
13.	Table of Contents of the Statement of Additional Information, or SAI	Table of Contents of Statement of Additional Information
14.	Cover Page of SAI	Cover Page
15.	Table of Contents	Table of Contents
16.	General Information and History	Not Applicable
17.	Investment Objective and Policies	Investment Objective and Policies
18.	Management	Management
19.	Control Persons and Principal Holders of Securities	Control Persons and Principal Holders of Securities
20.	Investment Advisory and Other Services	Investment Manager and Other Services
21.	Portfolio Managers	Portfolio Managers
22.	Brokerage Allocation and Other Practices	Brokerage Allocation and Other Practices
23.	Tax Status	Tax Status
24.	Financial Statements	Financial Statements and Exhibits

Management Fee⁽⁴⁾	0.40	%
Other Expenses⁽⁵⁾	0.15	%
Acquired Fund Fees and Expenses	–
Total Annual Expenses	0.55	%

		1 Year				3 Years				5 Years				10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return:		$	4.63			$	15.66			$	28.86			$	67.31

⁽¹⁾	The amounts provided above assume that the Fund has average net assets of $150,000,000 million during the following twelve month period. Actual expenses will depend on the number of shares of the Fund’s Class A Common Stock (the “Common Shares”) that the Fund sells during such period, and its resulting net assets. For example, if the Fund were to sell fewer Common Shares in the coming months, its expenses as a percentage of its average net assets would be significantly higher. The Fund does not currently intend to utilize leverage or issue preferred stock for investment purposes. There can be no assurance that the Fund will sell sufficient Common Shares to have net assets of $150,000,000 million in the coming months.
⁽²⁾	The Fund does not currently expect to retain an underwriter, dealer manager or broker dealer in connection with the offer and sale of the Common Shares. As a result, it is not expected that there will be any sales load or other discounts or commissions charged in connection with the sale of the Common Shares.
⁽³⁾	No commission or fees will be assessed pursuant to the Fund’s distribution reinvestment plan.
⁽⁴⁾	Pursuant to an investment advisory agreement (the “Management Agreement”) with the Fund’s investment adviser, IDR Investment Management, LLC (the “Manager”), the Fund will pay the Manager a management fee (defined below), payable quarterly in arrears, and calculated at an annual rate of 0.40% of its net assets at the end of the most recently completed calendar quarter. The Manager has agreed to waive 0.10% of its management fee that it would otherwise be entitled to under the Management Agreement during the first 24 months following the Fund’s initial closing. As a result, the base management fee due under the Management Agreement will be 0.30% during such period.
⁽⁵⁾	Pursuant to an administration agreement (the “Administration Agreement”) with the Manager, the Manager provides, or arranges for the provision of, the administrative services necessary for the Fund to operate. In accordance with the Administration Agreement, the Fund has agreed to reimburse the Manager for the expenses it incurs on the Fund’s behalf in connection with providing such administrative services, including the Fund’s allocable portion of the salaries of any administrative personnel retained by the Manager that provide services to the Fund, as well as the allocable portion of overhead, including rent, attributable to such administrative personnel. The

	Minimum Criteria
Real Estate	At least 80% of market value of gross assets (i.e., total assets) is invested in real estate (no more than 20% of such assets invested in cash and/or cash equivalents).
Investments	At least 80% of market value of real estate net assets in private equity real estate properties (no more than 20% of such assets invested in, but not limited to, property debt, public company equity/debt) or other operating business equity/debt.
Region	At least 95% of market value of real estate net assets in U.S. markets.
Property Types	At least 75% of market value of real estate gross assets invested in office, industrial, apartment and retail property types and must invest in three of the four major property types with a 5% gross asset value (i.e., total asset value) minimum required investment in each of the four major property types.
Life Cycle	At least 75% of market value of real estate net assets invested in operating properties no more than 25% of such assets invested in, but not limited to, (pre)development/redevelopment or initial leasing/lease-up cycles.
Leverage	No more than 35% leverage. Leverage is defined as the ratio of total debt, grossed-up for ownership share of off-balance sheet debt, to the Component Fund’s total assets, also which are grossed-up for such off balance sheet data.
Diversification	No more than 60% (± for market forces²) of market value of real estate gross assets in one property type or one region as defined by the NCREIF Property Index (“NPI”).
Fund Size	No limit.

Maximum Sales Load⁽²⁾			–
Distribution Reinvestment Plan Fees⁽³⁾			–

	·	except in each case in accordance with its policies with respect thereto set forth in this Registration Statement, borrow money, issue senior securities, underwrite securities issued by other persons, purchase or sell real estate or commodities or make loans to other persons;

	·	deviate from any policy in respect of concentration of investments in any particular industry or group of industries as recited in this Registration Statement, deviate from any investment policy which is changeable only if authorized by Stockholder vote under the 1940 Act, or deviate from any fundamental policy recited in this Registration Statement in accordance with the requirements of the 1940 Act; or

	·	change the nature of its business so as to cease to be an investment company.

	·	pursuant to Rule 30a-2 of the 1940 Act, the Fund’s Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in its periodic reports;

	·	pursuant to Item 11 of Form N-CSR, the Fund’s periodic reports must disclose its conclusions about the effectiveness of its disclosure controls and procedures;

	·	pursuant to Item 11 of Form N-CSR, the Fund’s periodic reports must disclose whether there were significant changes in its internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Name, Address and Age	Position(s) Held with Company	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Brian Thomas, 36	Secretary	Secretary since 2019	Senior Investment Analyst at IDR Investment Managerment, LLC
Garrett E. Zdolshek, 40	Chief Investment Officer	Chief Investment Officer since 2020	Portfolio Manager at IDR Investment Managerment, LLC
Brandon Kipp, 36	Chief Compliance Officer	Chief Compliance Officer since 2020	Fund Chief Compliance Officer, Foreside Fund Officer Services, LLC; Chief Compliance Officer, Ultimus Fund Solutions; Compliance Manager, UMB Fund Services Inc

Name		Dollar Range of Equity Securities Beneficially Owned⁽¹⁾⁽²⁾
Garrett E. Zdolshek		None

(1)	Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
(2)	Dollar ranges are as follows: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, $100,001–$500,000, $500,001–$1,000,000 or Over $1,000,000.

(1)	(2)	(3)	(4)
Title of Class	Amount Authorized	Amount Held by the Fund or for Its Account	Amount Outstanding Exclusive of Amount Under Column (3)
Common Stock (Class A)	500,000,000	—	—
Common Stock (Class B)	—	—	—

	Page
TABLE OF CONTENTS	B-2
GENERAL INFORMATION AND HISTORY	B-2
INVESTMENT OBJECTIVES AND POLICIES	B-2
MANAGEMENT	B-2
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	B-3
INVESTMENT MANAGER AND OTHER SERVICES	B-3
PORTFOLIO MANAGERS	B-4
BROKERAGE ALLOCATION AND OTHER PRACTICES	B-4
TAX STATUS	B-4
FINANCIAL STATEMENTS	B-18

Name of Director		Dollar Range of Equity Securities Beneficially Owned⁽¹⁾⁽²⁾
Interested Directors:

Gary A. Zdolshek⁽³⁾		$1-10,000

Thomas J. Bartos		None

Independent Directors:

Geoffery Dohrmann		None
Lawrence Wolf		None
Steven H. Reiff		None

Blue Sky Fees	$	50,000
Printing	$	50,000
Legal Fees	$	1,150,000
Miscellaneous Fees and Expenses	$	50,000

Total	$	1,300,000

Risk/Return	Core funds only³.
Reporting	Annual audit.

Title of Class	Number of Record Holders
Shares of Common Stock	1

	IDR CORE PROPERTY INDEX FUND LTD
	(Name of Registrant)

	By:	/s/ Gary A. Zdolshek
		Name: Gary A. Zdolshek
		Title: Chief Executive Officer and President

ATTEST:	IDR CORE PROPERTY INDEX FUND LTD



By: /s/ Brian Thomas	By:	/s/ Gary A. Zdolshek (SEAL)
Name: Brian Thomas		Name: Gary A. Zdolshek
Title: Secretary		Title: Chief Executive Officer and President

IDR Core Property Index Fund Ltd			WILMINGTON SAVINGS FUND SOCIETY, FSB, as Custodian


By:			By:
Name: Gary A. Zdolshek			Name:
Title: Chief Executive Officer and President			Title:

			WILMINGTON SAVINGS FUND SOCIETY, FSB, as Document Custodian

			By:
			Name:
			Title:

			Witness:

			By:
			Name:
			Title:

			Witness:

			By:
			Name:
			Title:

	LICENSOR:

	IDR INVESTMENT MANAGEMENT, LLC

	By:	/s/ Gary A. Zdolshek
		Name: Gary A. Zdolshek
		Title: Chief Executive Officer and President


	LICENSEE:

	IDR Core Property Index Fund Ltd

	By:	/s/ Gary A. Zdolshek
		Name: Gary A. Zdolshek
		Title: Chief Executive Officer and President

If to Transfer Agent:	UMB Fund Services, Inc.
	235 West Galena Street
	Milwaukee, Wisconsin 53212
	Attention: General Counsel

If to the Fund:	IDR Core Property Index Fund Ltd
	1111 E. Superior Ave., Suite 1100
	Cleveland, OH 44114
	Attention: Gary A. Zdolshek

	IDR CORE PROPERTY INDEX FUND LTD.
	(the “Fund”)

	By: Gary A. Zdolshek

	Title: Chief Executive Officer and President



	Date:

	UMB FUND SERVICES, INC.
	(“Transfer Agent”)


	By:
		Maureen A. Quill
		Executive Vice President

Attention:	Chief Operating Officer
	General Counsel
E-mail:	SSCGlobeOpNotices@sscinc.com
	notices@sscinc.com

Attention:	Gary A. Zdolshek
Tel:	+1 216-622-0004
Fax:	+1 216-622-0005
E-mail:	GAZ@IDRFoF.com

SS&C Technologies, Inc.			IDR Investment Management, LLC

By:			By:
Name:			Name:
Title:			Title:

IDR Core Property Index Fund Ltd

By:
Name:
Title:

Fund		Domicile
IDR Core Property Index Fund Ltd		Delaware, US, corporation

		designated in writing by the Fund, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate;

	(ii)	if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions.

	IDR CORE PROPERTY INDEX FUND, LTD

	By:

	Name:

	Title:

	UMB Bank, N.A., AS ESCROW AGENT

	By:

	Name:

	Title:

	UMB fund services, INC.

	By:

	Name:

	Title:

Name of person to participate in the transaction:

My relation to such person (if not me):

Description of transaction (including name of issuer, type of transaction, and any other details that may be relevant to your consideration):