File No. 812-[•]
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
In the Matter of the Application of:
HARRISON STREET PRIVATE WEALTH LLC
HARRISON STREET REAL ASSETS FUND LLC
HARRISON STREET REAL ESTATE FUND LLC
HARRISON STREET INFRASTRUCTURE INCOME FUND
BASALT INFRASTRUCTURE PARTNERS LLC
BASALT INFRASTRUCTURE PARTNERS V GP LTD
BASALT INFRASTRUCTURE PARTNERS LLP
BASALT INFRASTRUCTURE PARTNERS V A L.P.
BASALT INFRASTRUCTURE PARTNERS V B L.P.
BASALT INFRASTRUCTURE PARTNERS V C L.P.
BASALT INFRASTRUCTURE PARTNERS V D L.P.
HARRISON STREET ADVISORS, LLC
HARRISON STREET REAL ESTATE MANAGEMENT, LLC
HARRISON STREET SERVICES, S.À R.L.
HARRISON STREET ADVISORS CANADA INC.
HARRISON STREET CORE PROPERTY FUND, L.P.
HARRISON STREET CORE PROPERTY FUND A, L.P.
HARRISON STREET CORE PROPERTY FUND C, L.P.
HARRISON STREET CORE PROPERTY FUND D, L.P.
HARRISON STREET CORE PROPERTY FUND E, L.P.
HARRISON STREET CORE PROPERTY FUND F, L.P.
HARRISON STREET CORE PROPERTY FUND B S.C.S., SICAV-RAIF
HARRISON STREET INFRASTRUCTURE FUND, L.P.
HARRISON STREET INFRASTRUCTURE FUND A, L.P.
HARRISON STREET INFRASTRUCTURE FUND B, L.P.
HARRISON STREET INFRASTRUCTURE FUND T, L.P.
HARRISON STREET SIF CO-INVESTMENT I, L.P.
HS CH SIF CO-INVESTMENT I, L.P.
HS CH SIF CO-INVESTMENT IA, L.P.
HS RENEWABLE ENERGY CO-INVESTMENT I, L.P.
HARRISON STREET REAL ESTATE PARTNERS X, L.P.
HSREP X CO-INVESTMENT, L.P.
HSREP IX F3, L.P.
HSREP IX CO-INVESTMENT 4, L.P.
HARRISON STREET CMA BEST IDEAS, L.P.
HSREP X F2, L.P.
HSREP X CO-INVESTMENT 2, L.P.
HARRISON STREET CANADA ALTERNATIVE REAL ESTATE TRUST
HARRISON STREET CANADA ALTERNATIVE REAL ESTATE FUND L.P.
HSCAREF CO-INVESTMENT I, LP
HSCAREF CO-INVESTMENT II, LP
HARRISON STREET EUROPEAN PROPERTY PARTNERS IV, SLP RAIF
HARRISON STREET EUROPEAN CORE FUND SCSP SICAV-RAIF
HS DIGITAL II, L.P.
HS DIGITAL II F1, L.P.
HSREP IX CO-INVESTMENT 3-A, L.P.
HARRISON STREET DATA CENTER A, L.P.
HARRISON STREET US SA V CORE SUB, L.P.
HARRISON STREET US SA V OPP FUND SUB, L.P.
HARRISON STREET US SA V SEPARATE ACCOUNT SUB, L.P.
HARRISON STREET US SA VIII, L.P.
HARRISON STREET US SA IX, L.P.
HARRISON STREET US SA II, L.P.
HARRISON STREET US SA IV, L.P.
HSRE SMA I, SLP
HSRE SMA II, SLP
HSRE OM CORE FUND CO-INVESTMENT I, L.P.
HSRE OM CORE FUND CO-INVESTMENT II L.P.
ROCKWOOD CAPITAL, LLC
ROCKWOOD CAPITAL REAL ESTATE PARTNERS FUND XII, L.P.
ROCKWOOD CAPITAL NON-U.S. REAL ESTATE PARTNERS FUND XII, L.P.
ROCKWOOD RESIDENTIAL CREDIT PARTNERS, L.P.
ROCKWOOD MULTIFAMILY PARTNERS, L.P.
_____________________________________
5050
S. Syracuse Street
Denver, Colorado 80237
(877) 200-1878
APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
All Communications, Notices, and Orders to:
William
R. Fuhs, Jr.
c/o Harrison Street Private Wealth LLC
5050 S. Syracuse Street
Denver, Colorado 80237
bfuhs@harrisonstpw.com
Copy to:
Kenneth
Burdon, Esq.
Simpson Thacher & Bartlett LLP
855 Boylston Street
Boston, MA 02116
Kenneth.Burdon@stblaw.com
Jacqueline
Edwards, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Jacqueline.Edwards@stblaw.com
As filed with the Securities and Exchange Commission on May 8, 2026.
United
states of America
before the
securities and exchange commission
washington, d.c. 20549
In the Matter of: HARRISON STREET PRIVATE WEALTH LLC HARRISON STREET REAL ASSETS FUND LLC HARRISON STREET REAL ESTATE FUND LLC HARRISON STREET INFRASTRUCTURE INCOME FUND BASALT INFRASTRUCTURE PARTNERS LLC BASALT INFRASTRUCTURE PARTNERS V GP LTD BASALT INFRASTRUCTURE PARTNERS LLP BASALT INFRASTRUCTURE PARTNERS V A L.P. BASALT INFRASTRUCTURE PARTNERS V B L.P. BASALT INFRASTRUCTURE PARTNERS V C L.P. BASALT INFRASTRUCTURE PARTNERS V D L.P. HARRISON STREET ADVISORS, LLC HARRISON STREET REAL ESTATE MANAGEMENT, LLC HARRISON STREET SERVICES, S.À R.L. HARRISON STREET ADVISORS CANADA INC. HARRISON STREET CORE PROPERTY FUND, L.P. HARRISON STREET CORE PROPERTY FUND A, L.P. HARRISON STREET CORE PROPERTY FUND C, L.P. HARRISON STREET CORE PROPERTY FUND D, L.P. HARRISON STREET CORE PROPERTY FUND E, L.P. HARRISON STREET CORE PROPERTY FUND F, L.P. HARRISON STREET CORE PROPERTY FUND B S.C.S., SICAV-RAIF HARRISON STREET INFRASTRUCTURE FUND, L.P. HARRISON STREET INFRASTRUCTURE FUND A, L.P. HARRISON STREET INFRASTRUCTURE FUND B, L.P. HARRISON STREET INFRASTRUCTURE FUND T, L.P. HARRISON STREET SIF CO-INVESTMENT I, L.P. HS CH SIF CO-INVESTMENT I, L.P. HS CH SIF CO-INVESTMENT IA, L.P. HS RENEWABLE ENERGY CO-INVESTMENT I, L.P.
|
) ) ) ) ) ) ) ) |
APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 |
HARRISON STREET REAL ESTATE PARTNERS X, L.P. HSREP X CO-INVESTMENT, L.P. HSREP IX F3, L.P. HSREP IX CO-INVESTMENT 4, L.P. HARRISON STREET CMA BEST IDEAS, L.P. HSREP X F2, L.P. HSREP X CO-INVESTMENT 2, L.P. HARRISON STREET CANADA ALTERNATIVE REAL ESTATE TRUST HARRISON STREET CANADA ALTERNATIVE REAL ESTATE FUND L.P. HSCAREF CO-INVESTMENT I, LP HSCAREF CO-INVESTMENT II, LP HARRISON STREET EUROPEAN PROPERTY PARTNERS IV, SLP RAIF HARRISON STREET EUROPEAN CORE FUND SCSP SICAV-RAIF HS DIGITAL II, L.P. HS DIGITAL II F1, L.P. HSREP IX CO-INVESTMENT 3-A, L.P. HARRISON STREET DATA CENTER A, L.P. HARRISON STREET US SA V CORE SUB, L.P. HARRISON STREET US SA V OPP FUND SUB, L.P. HARRISON STREET US SA V SEPARATE ACCOUNT SUB, L.P. HARRISON STREET US SA VIII, L.P. HARRISON STREET US SA IX, L.P. HARRISON STREET US SA II, L.P. HARRISON STREET US SA IV, L.P. HSRE SMA I, SLP HSRE SMA II, SLP HSRE OM CORE FUND CO-INVESTMENT I, L.P. HSRE OM CORE FUND CO-INVESTMENT II L.P. ROCKWOOD CAPITAL, LLC ROCKWOOD CAPITAL REAL ESTATE PARTNERS FUND XII, L.P. ROCKWOOD CAPITAL NON-U.S. REAL ESTATE PARTNERS FUND XII, L.P. ROCKWOOD RESIDENTIAL CREDIT PARTNERS, L.P. ROCKWOOD MULTIFAMILY PARTNERS, L.P. |
5050
S. Syracuse Street
Denver, Colorado 80327
File No. 812-[•]
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| I. | summary of application |
The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),1 and Rule 17d-l, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l thereunder.
| • | Harrison Street Infrastructure Income Fund, a Massachusetts business trust registered under the 1940 Act as a closed-end management investment company (the “Infrastructure Income Fund”); |
| • | Harrison Street Real Assets Fund LLC, a Delaware limited liability company registered under the 1940 Act as a closed-end management investment company (the “Real Assets Fund”); |
| • | Harrison Street Real Estate Fund LLC, a Delaware limited liability company registered under the 1940 Act as a closed-end management investment company (the “Real Estate Fund” and together with the Infrastructure Income Fund and the Real Assets Fund, the “Existing Regulated Funds”); |
| • | Harrison Street Private Wealth LLC, a Delaware limited liability company and the investment adviser to each Existing Regulated Fund (“HSPW”); |
| • | Basalt Infrastructure Partners LLP (“Basalt”), a United Kingdom limited liability partnership and the investment adviser to the entities listed on Schedule A hereto under the heading “BIP Existing Affiliated Funds”, each of which is a separate and distinct legal entity and each of which would be an “investment company” but for Sections 3(c)(1) or 3(c)(7) of the 1940 Act (the “BIP Existing Affiliated Funds”); |
| • | Basalt Infrastructure Partners V GP Ltd (“Basalt Manager”), a Guernsey limited liability company and the investment manager of the BIP Existing Affiliated Funds; |
| • | Basalt Infrastructure Partners LLC (“Basalt Sub-Adviser” and collectively with Basalt and Basalt Manager, the “Basalt Entities”), a Delaware limited liability company and the investment sub-adviser to the BIP Existing Affiliated Funds; |
| • | Harrison Street Advisors, LLC (“Harrison Street”), a Delaware limited liability company and the investment adviser to the entities listed on Schedule A hereto under the heading “HS Existing Affiliated Funds”, each of which is a separate and distinct legal entity and each of which would be an “investment company” but for Sections 3(c)(1) or 3(c)(7) of the 1940 Act (the “HS Existing Affiliated Funds”); |
| • | Harrison Street Real Estate Management, LLC (“Harrison Street Manager”), a Delaware limited liability company and the asset manager to one or more of the HS Existing Affiliated Funds; |
| • | Harrison Street Advisors Canada Inc. (“Harrison Street Canada”), an Ontario corporation and the investment adviser to one of the HS Existing Affiliated Funds; |
| • | Harrison Street Services, S.à r.l. (“Harrison Street Services”, and collectively with Harrison Street, Harrison Street Manager and Harrison Street Canada, the “Harrison Street Entities”), a Luxembourg private limited liability company and the alternative investment fund manager to one or more of the HS Existing Affiliated Funds; |
| • | Rockwood Capital, LLC (“Rockwood”, and collectively with the Basalt Entities and Harrison Street Entities, the “Existing Advisers”), a Delaware limited liability company and the investment adviser to the entities listed on Schedule A hereto under the heading “RW Existing Affiliated Funds”, each of which is a separate and distinct legal entity and each of which would be an “investment company” but for Sections 3(c)(1) or 3(c)(7) of the 1940 Act (the “RW Existing Affiliated Funds”, collectively with the BIP Existing Affiliated Funds and the HS Existing Affiliated Funds, the “Existing Affiliated Funds”). |
1 Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
| -3- |
The Existing Regulated Funds, the Existing Affiliated Funds, HSPW, and the Existing Advisers are the “Applicants”.2
The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund3 and one or more Affiliated Entities4 to engage in Co-Investment Transactions5 subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”6 The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.7
2 All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.
3 “Regulated Fund” means the Existing Regulated Funds and any Future Regulated Funds. “Future Regulated Fund” means an entity (or series thereof, as applicable) (a) that is an open-end or closed-end management investment company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be an Adviser with respect to conditions 3 and 4 only.
The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.
4 “Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates, and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates, that is participating in a Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.
To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.
5 “Co-Investment Transaction” means the acquisition or Disposition of securities of an issuer in a transaction effected in reliance on the Order or previously granted relief.
6 “Adviser” means HSPW, each of the Existing Advisers and any other investment adviser controlling, controlled by, or under common control with HSPW or any of the Existing Advisers. The term “Adviser” also includes any internally-managed Regulated Fund.
7 See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).
| -4- |
| II. | general description of the applicants |
| A. | The Existing Regulated Funds |
The Real Assets Fund and the Real Estate Fund were organized as Delaware limited liability companies and the Infrastructure Income Fund was organized as a Massachusetts business trust. Each Existing Regulated Fund is an externally-managed, non-diversified, closed-end management investment company registered under the 1940 Act and is operated as an interval fund pursuant to Rule 23c-3 under the 1940 Act. The Real Assets Fund was organized on September 26, 2016, the Real Estate Fund was organized on March 10, 2011, and the Infrastructure Income Fund was organized on May 11, 2020. Each Existing Regulated Fund intends to qualify annually as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended. Each Existing Regulated Fund’s principal place of business is 5050 S. Syracuse Street, Denver, Colorado 80237.
The Real Assets Fund’s investment objective is to achieve long-term total returns adjusted for the effects of inflation through current income and long-term capital appreciation with low correlation to the broader public equity and debt markets. The Real Estate Fund’s primary investment objective is to seek consistent current income, while its secondary objectives are capital preservation and long-term capital appreciation. The Infrastructure Income Fund’s primary investment objective is to seek consistent current income, and its secondary objective is capital preservation. Each Existing Regulated Fund is managed under the direction of a board (the “Board”), of which a majority of the members will not be “interested” persons of the Existing Regulated Fund within the meaning of Section 2(a)(19).8
| B. | The Existing Affiliated Funds |
Each of the Existing Affiliated Funds is an externally managed investment fund whose investment adviser is an Existing Adviser and each of which would be an “investment company” but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. A list of each Existing Affiliated Fund advised by each Existing Adviser is included on Schedule A hereto.
| C. | HSPW |
HSPW serves as the investment adviser of each Existing Regulated Fund. HSPW was formed as a Delaware limited liability company on March 16, 2007, and is an investment adviser registered with the Commission under the Investment Advisers Act of 1940 (the “Advisers Act”). Harrison Street Asset Management Holdings, Inc. (“HSAM”), a Delaware corporation, indirectly owns and controls a majority of the outstanding securities of HSPW. HSPW has engaged Brookfield Public Securities Group LLC as sub-adviser to each of the Real Assets Fund and Infrastructure Income Fund and has engaged Principal Real Estate Investors, LLC and Security Capital Research & Management Incorporated as sub-advisers to the Real Estate Fund to manage the investment and reinvestment of those assets of each Existing Regulated Fund, as applicable, allocated to such sub-adviser by HSPW. Either HSPW or another Adviser will serve as the investment adviser to any Future Regulated Fund.
| D. | Existing Advisers |
Basalt Entities
Basalt serves as the investment adviser of each of the BIP Existing Affiliated Funds. Basalt was formed as a United Kingdom limited liability partnership on April 15, 2011, and is an investment adviser registered with the Commission under the Advisers Act. Basalt is also authorized and regulated by the UK Financial Conduct Authority. HSAM indirectly owns and controls a majority of the outstanding partnership interests of Basalt.
8 The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.
| -5- |
Basalt Manager serves as the investment manager of each of the BIP Existing Affiliated Funds. Basalt Manager was formed as a Guernsey limited liability company on July 21, 2025, and is registered with the Guernsey Financial Services Commission (GFSC). Basalt Manager is wholly owned by Basalt.
Basalt Sub-Adviser is engaged by Basalt through a sub-advisory agreement to provide investment sub-advisory services to each BIP Existing Affiliated Fund regarding U.S. and Canadian infrastructure investments. Basalt Sub-Adviser was formed as a Delaware limited liability company on December 15, 2011, and is an investment adviser registered with the Commission under the Advisers Act. Basalt Sub-Adviser is wholly owned by Basalt.
Harrison Street Entities
Harrison Street serves as the investment adviser of each of the HS Existing Affiliated Funds. Harrison Street was formed as a Delaware limited liability company on May 11, 2011, and is an investment adviser registered with the Commission under the Advisers Act. HSAM indirectly owns and controls a majority of the outstanding securities of Harrison Street.
Harrison Street Manager serves as an asset manager to one or more of the HS Existing Affiliated Funds. Harrison Street Manager was formed as a Delaware limited liability company on August 4, 2006. HSAM indirectly owns and controls a majority of the outstanding securities of Harrison Street Manager.
Harrison Street Canada serves as an investment adviser to Harrison Street Canada Alternative Real Estate Fund, L.P. Harrison Street Canada was formed as an Ontario corporation on May 18, 2021. Harrison Street Canada is a wholly owned subsidiary of Harrison Street.
Harrison Street Services is an alternative investment fund manager to one or more of the HS Existing Affiliated Funds Harrison Street Services was formed as a Luxembourg private limited liability company in February 6, 2023, and is an alternative investment fund manager supervised by Luxembourg’s financial regulator, the Commission de Surveillance du Secteur Financier. HSAM indirectly owns and controls a majority of the outstanding securities of Harrison Street Services.
Rockwood
Rockwood serves as the investment adviser of each of the RW Existing Affiliated Funds. Rockwood was formed as a Delaware limited liability company in March of 2006 and is an investment adviser registered with the Commission under the Advisers Act. HSAM indirectly owns and controls a majority of the outstanding securities of Rockwood.
| III. | order requested |
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
| A. | Applicable Law |
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”9 in which the fund is a participant without first obtaining an order from the SEC.
| -6- |
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
| B. | Need for Relief |
Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to an open-end fund or closed-end fund, or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). Accordingly, with respect to HSPW, the Existing Advisers and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections l 7(d) and 57(b). In addition, any entities or accounts controlled by or under common control with HSPW, any Existing Adviser and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.
| C. | Conditions |
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
| 1. | Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer |
9 Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company ... and any affiliated person of or principal underwriter for such registered company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking. . . .”
| -7- |
or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.10
| 2. | Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,11 of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,12 unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings. |
| 3. | Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.13 |
| 4. | No Remuneration. Any transaction fee14 (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies). |
10 Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.
11 Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act. Solely for purposes of conditions 2 and 6(b) of this application, a designated committee of the board of a Regulated Fund may take the steps required of the Required Majority, so long as: (a) such committee consists of at least three directors who both have no financial interest in the relevant transaction and are not interested persons of the Regulated Fund, a majority of whom approve the transaction; and (b) a report on all Co-Investment Transactions considered by the designated committee, including the committee’s decision on each such transaction and the information described in Section 57(f)(3) that the committee has recorded with respect to each such transaction, is provided to the entire board of the Regulated Fund at the board’s next regularly-scheduled meeting.
12 Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.
13 Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and compliance expenses) will be borne by such Participant.
14 Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.
| -8- |
| 5. | Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.15 |
| 6. | Dispositions. |
| (a) | Prior to any Disposition16 by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition. |
| (b) | Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.17 |
| 7. | Board Oversight. |
| (a) | Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment. |
| (b) | Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order. |
| (c) | At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above. |
| (d) | Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested |
15 The Affiliated Entities may adopt shared Co-Investment Policies.
16 “Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.
17 “Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.
| -9- |
by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.
| (e) | The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material. |
| 8. | Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).18 |
| 9. | In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule. |
| IV. | statement in support of relief requested |
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
| A. | Potential Benefits to the Regulated Funds and their Shareholders |
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.
| B. | Shareholder Protections |
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the
18 If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.
| -10- |
Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.
| V. | precedents |
The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).19 Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.
| VI. | procedural matters |
| A. | Communications |
Please address all communications concerning this Application, the Notice, and the Order to:
Timothy
J. Fete, Jr.
c/o Harrison Street Private Wealth LLC
5050 S. Syracuse Street
Denver, Colorado 80237
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
Kenneth Burdon, Esq.
Simpson
Thacher & Bartlett LLP
855 Boylston Street
Boston, MA 02116
19 See, e.g., FS Credit Opportunities Corp., et al. (File No. 812-15706), Release No. IC-35520 (April 3, 2025) (notice), Release No. IC-35561 (April 29, 2025) (order); Sixth Street Specialty Lending, Inc. et al. (File No. 812-15729), Release No. IC-35531 (April 10, 2025) (notice), Release No. IC-35570 (May 6, 2025) (order); Blue Owl Capital Corporation, et al. (File No. 812-15715), Release No. IC-35530 (April 9, 2025) (notice), Release No. IC-35573 (May 6, 2025) (order); BlackRock Growth Equity Fund LP, et al. (File No. 812-15712), Release No. IC-35525 (April 8, 2025) (notice), Release No. IC-35572 (May 6, 2025) (order), New Mountain Capital, L.L.C., et al. (File No. 812-15739), Release No. IC-35539 (April 16, 2025) (notice), Release No. IC-35584 (May 13, 2025) (order), Aether Infrastructure & Natural Resources Fund, et al. (File No. 812-15749), Release No. IC-35541 (April 17, 2025) (notice), Release No. IC-35585 (May 13, 2025) (order), MidCap Financial Investment Corporation, et al. (File No. 812-15725), Release No. IC35540 (April 16, 2025) (notice), Release No. IC-35588 (May 14, 2025) (order), PGIM, Inc., et al. (File No. 812-15737), Release No. IC-35546 (April 22, 2025) (notice), Release No. IC-35594 (May 20, 2025) (order), Jefferies Finance LLC, et al. (File No. 812-15748), Release No. IC-35545 (April 22, 2025) (notice), Release No.IC-35596 (May 20, 2025) (order), Goldman Sachs BDC, Inc., et al. (File No. 812-15711), Release No. IC-35559 (April 25, 2025) (notice), Release No. IC-35597 (May 21, 2025) (order), Adams Street Private Equity Navigator Fund LLC, et al. (File No. 812-15634), Release No. IC-35560 (April 28, 2025) (notice), Release No. IC-35609 (May 27, 2025) (order), Ares Capital Corporation, et al. (File No. 812-15483), Release No. IC-35564 (May 1, 2025) (notice), Release No. IC-35611 (May 28, 2025) (order), Franklin Lexington Private Markets Fund, et al. (File No. 812-15752), Release No. IC-35563 (April 30, 2025) (notice), Release No. 35614 (May 28, 2025) (order), AGTB Fund Manager, LLC, et al. (File No. 812-15758), Release No. IC-35568 (May 5, 2025) (notice), Release No. IC-35616 (May 30, 2025) (order), Principal Private Credit Fund I, et al. (File No. 812-15780), Release No, IC-35650 (June 24, 2025) (notice, Release No. IC-35684 (July 22, 2025) (order).
| -11- |
| B. | Authorizations |
The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below at Exhibit A.
Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.
| -12- |
The Applicants have caused this Application to be duly signed on their behalf on the 8th day of May, 2026.
| HARRISON STREET PRIVATE WEALTH LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President |
| HARRISON STREET REAL ASSETS FUND LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President |
| HARRISON STREET REAL ESTATE FUND LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President |
| HARRISON STREET INFRASTRUCTURE INCOME FUND | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President |
Signature Page to Application for Co-Investment Relief
| BASALT INFRASTRUCTURE PARTNERS LLC | ||
| By: | /s/ David Greenblatt | |
| Name: | David Greenblatt | |
| Title: | Managing Partner |
Signature Page to Application for Co-Investment Relief
| BASALT INFRASTRUCTURE PARTNERS V GP LTD, acting as general partner to and on behalf of each of: | ||
BASALT INFRASTRUCTURE PARTNERS V A L.P. BASALT INFRASTRUCTURE PARTNERS V B L.P. BASALT INFRASTRUCTURE PARTNERS V C L.P. AND BASALT INFRASTRUCTURE PARTNERS V D L.P. | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director |
Signature Page to Application for Co-Investment Relief
| BASALT INFRASTRUCTURE PARTNERS V GP LTD | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director |
Signature Page to Application for Co-Investment Relief
| BASALT INFRASTRUCTURE PARTNERS LLP | ||
| By: | /s/ John Hanna | |
| Name: | John Hanna | |
| Title: | Partner |
Signature Page to Application for Co-Investment Relief
HARRISON STREET CORE PROPERTY FUND, L.P. HARRISON STREET CORE PROPERTY FUND A, L.P. HARRISON STREET CORE PROPERTY FUND C, L.P. HARRISON STREET CORE PROPERTY FUND D, L.P. HARRISON STREET CORE PROPERTY FUND E, L.P. HARRISON STREET CORE PROPERTY FUND F, L.P. HARRISON STREET CORE PROPERTY FUND B S.C.S., SICAV-RAIF HSRE OM CORE FUND CO-INVESTMENT I, L.P. HSRE OM CORE FUND CO-INVESTMENT II L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET INFRASTRUCTURE FUND, L.P. HARRISON STREET INFRASTRUCTURE FUND A, L.P. HARRISON STREET INFRASTRUCTURE FUND B, L.P. HARRISON STREET INFRASTRUCTURE FUND T, L.P. HARRISON STREET SIF CO-INVESTMENT I, L.P. HS CH SIF CO-INVESTMENT I, L.P. HS CH SIF CO-INVESTMENT IA, L.P. HS RENEWABLE ENERGY CO-INVESTMENT I, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET REAL ESTATE PARTNERS X, L.P. HSREP X F2, L.P. | ||
| By: HSRE GP X, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HSREP X CO-INVESTMENT, L.P. | ||
| By: HSRE GP X Co-Investment, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
Signature Page to Application for Co-Investment Relief
| HSREP IX F3, L.P. | ||
| By: HSRE GP IX, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HSREP IX CO-INVESTMENT 4, L.P. | ||
| By: HSRE GP IX Co-Investment 4, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET CMA BEST IDEAS, L.P. | ||
| By: HSRE CMA Best Ideas GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HSREP X CO-INVESTMENT 2, L.P. | ||
| By: HSRE GP X Co-Investment 2, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET CANADA ALTERNATIVE REAL ESTATE TRUST | ||
| By: Harrison Street Advisors Canada Inc., its Manager | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET CANADA ALTERNATIVE REAL ESTATE FUND L.P. HSCAREF CO-INVESTMENT I, LP | ||
| By: HS Canada Alternative Cayman GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
Signature Page to Application for Co-Investment Relief
| HSCAREF CO-INVESTMENT II, LP | ||
| By: HSCAREF Co-Investment II GP Inc., its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET EUROPEAN PROPERTY PARTNERS IV, SLP RAIF | ||
| By: HSRE European Property GP IV, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
HS DIGITAL II, L.P. HS DIGITAL II F1, L.P. | ||
| By: HS Digital II GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET EUROPEAN CORE FUND SCSP SICAV-RAIF | ||
| By: HSRE European Core Fund GP, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| HSREP IX CO-INVESTMENT 3-A, L.P. | ||
| By: HSREP GP IX Co-Investment 3, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
Signature Page to Application for Co-Investment Relief
| HARRISON STREET DATA CENTER A, L.P. | ||
| By: Harrison Street Data Center A GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
HARRISON STREET US SA V CORE SUB, L.P. HARRISON STREET US SA V OPP FUND SUB, L.P. HARRISON STREET US SA V SEPARATE ACCOUNT SUB, L.P. | ||
| By: HSRE US SA GP V, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET US SA VIII, L.P. | ||
| By: HSRE US SA GP VIII, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET US SA IX, L.P. | ||
| By: HSRE US SA GP IX, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET US SA II, L.P. | ||
| By: HSRE US SA GP II, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| HARRISON STREET US SA IV, L.P. | ||
| By: HSRE US SA GP IV, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
Signature Page to Application for Co-Investment Relief
| HSRE SMA I, SLP | ||
| By: HSRE SMA GP I, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| HSRE SMA II, SLP | ||
| By: HSRE SMA GP II, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
Harrison Street Advisors, LLC Harrison Street Real Estate Management, LLC | ||
| By: Harrison Street Real Estate Capital, LLC, its sole member | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Harrison Street Services, S.À R.L. | ||
| By: | /s/ Erin Nahumyk | |
| Name: | Erin Nahumyk | |
| Title: | Manager | |
| Harrison Street Advisors Canada Inc. | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
Signature Page to Application for Co-Investment Relief
| ROCKWOOD CAPITAL, LLC | ||
| By: | /s/ David Becker | |
| Name: | David Becker | |
| Title: | Vice President | |
| ROCKWOOD CAPITAL REAL ESTATE PARTNERS FUND XII, L.P. | ||
| By: Rockwood Capital Partners (XII), LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| ROCKWOOD CAPITAL NON-U.S. REAL ESTATE PARTNERS FUND XII, L.P. | ||
| By: Rockwood Capital Partners (XII), LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| ROCKWOOD RESIDENTIAL CREDIT PARTNERS, L.P. | ||
| By: Rockwood Residential Credit Partners GP, LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| ROCKWOOD MULTIFAMILY PARTNERS, L.P. | ||
| By: Rockwood Multifamily Partners GP, LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that he has duly executed the foregoing Application for and on behalf of Harrison Street Private Wealth LLC, that he is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| HARRISON STREET PRIVATE WEALTH LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that he has duly executed the foregoing Application for and on behalf of Harrison Street Real Assets Fund LLC, that he is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| HARRISON STREET REAL ASSETS FUND LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that he has duly executed the foregoing Application for and on behalf of Harrison Street Real Estate Fund LLC, that he is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| HARRISON STREET REAL ESTATE FUND LLC | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that he has duly executed the foregoing Application for and on behalf of Harrison Street Infrastructure Income Fund, that he is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| HARRISON STREET INFRASTRUCTURE INCOME FUND | ||
| By: | /s/ William R. Fuhs, Jr. | |
| Name: | William R. Fuhs, Jr. | |
| Title: | President | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners LLC, that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT INFRASTRUCTURE PARTNERS LLC | ||
| By: | /s/ David Greenblatt | |
| Name: | David Greenblatt | |
| Title: | Managing Partner | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners V GP Ltd, that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT INFRASTRUCTURE PARTNERS V GP LTD | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners LLP, that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT INFRASTRUCTURE PARTNERS LLP | ||
| By: | /s/ John Hanna | |
| Name: | John Hanna | |
| Title: | Partner | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners V A L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT
INFRASTRUCTURE PARTNERS V GP LTD, acting as general partner to and on behalf of BASALT INFRASTRUCTURE PARTNERS V A L.P. | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners V B L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT
INFRASTRUCTURE PARTNERS V GP LTD, acting as general partner to and on behalf of BASALT INFRASTRUCTURE PARTNERS V B L.P. | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners V C L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT
INFRASTRUCTURE PARTNERS V GP LTD, acting as general partner to and on behalf of BASALT INFRASTRUCTURE PARTNERS V C L.P. | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Basalt Infrastructure Partners V D L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| BASALT
INFRASTRUCTURE PARTNERS V GP LTD, acting as general partner to and on behalf of BASALT INFRASTRUCTURE PARTNERS V D L.P. | ||
| By: | /s/ Chris McErlane | |
| Name: | Chris McErlane | |
| Title: | Director | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund A, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND A, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund C, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND C, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund D, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND D, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund E, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND E, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund F, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND F, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Core Property Fund B S.C.S., SICAV-RAIF, that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CORE PROPERTY FUND B S.C.S., SICAV-RAIF | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Infrastructure Fund, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET INFRASTRUCTURE FUND, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Infrastructure Fund A, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET INFRASTRUCTURE FUND A, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Infrastructure Fund B, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET INFRASTRUCTURE FUND B, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Infrastructure Fund T, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET INFRASTRUCTURE FUND T, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street SIF Co-Investment I, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET SIF CO-INVESTMENT I, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HS CH SIF Co-Investment I, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HS CH SIF CO-INVESTMENT I, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HS CH SIF Co-Investment IA, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HS CH SIF CO-INVESTMENT IA, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HS Renewable Energy Co-Investment I, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HS RENEWABLE ENERGY CO-INVESTMENT I, L.P. | ||
| By: Harrison Street Infrastructure GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Real Estate Partners X, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET REAL ESTATE PARTNERS X, L.P. | ||
| By: HSRE GP X, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP X Co-Investment, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP X CO-INVESTMENT, L.P. | ||
| By: HSRE GP X Co-Investment, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP IX F3, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP IX F3, L.P. | ||
| By: HSRE GP IX, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP IX Co-Investment 4, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP IX CO-INVESTMENT 4, L.P. | ||
| By: HSRE GP IX Co-Investment 4, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street CMA Best Ideas, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CMA BEST IDEAS, L.P. | ||
| By: HSRE CMA Best Ideas GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP X F2, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP X F2, L.P. | ||
| By: HSRE GP X, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP X Co-Investment 2, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP X CO-INVESTMENT 2, L.P. | ||
| By: HSRE GP X Co-Investment 2, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Canada Alternative Real Estate Trust, that the undersigned is a Manager of the Manager of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CANADA ALTERNATIVE REAL ESTATE TRUST | ||
| By: Harrison Street Advisors Canada Inc., its Manager | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Canada Alternative Real Estate Fund L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET CANADA ALTERNATIVE REAL ESTATE FUND L.P. | ||
| By: HS Canada Alternative Cayman GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSCAREF Co-Investment I, LP, that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSCAREF CO-INVESTMENT I, LP | ||
| By: HS Canada Alternative Cayman GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSCAREF Co-Investment II, LP, that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSCAREF CO-INVESTMENT II, LP | ||
| By: HSCAREF Co-Investment II GP Inc., its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned state that the undersigned have duly executed the foregoing Application for and on behalf of Harrison Street European Property Partners IV, SLP RAIF, that the undersigned are a Class A Manager and Class B Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further state that the undersigned are familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET EUROPEAN PROPERTY PARTNERS IV, SLP RAIF | ||
| By: HSRE European Property GP IV, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| Date: | May 8, 2026 | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned state that the undersigned have duly executed the foregoing Application for and on behalf of Harrison Street European Core Fund SCSp SICAV-RAIF, that the undersigned are a Class A Manager and Class B Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further state that the undersigned are familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET EUROPEAN CORE FUND SCSP SICAV-RAIF | ||
| By: HSRE European Core Fund GP, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| Date: | May 8, 2026 | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HS Digital II, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HS DIGITAL II, L.P. | ||
| By: HS Digital II GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HS Digital II F1, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HS DIGITAL II F1, L.P. | ||
| By: HS Digital II GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSREP IX Co-Investment 3-A, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSREP IX CO-INVESTMENT 3-A, L.P. | ||
| By: HSREP GP IX Co-Investment 3, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Data Center A, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET DATA CENTER A, L.P. | ||
| By: Harrison Street Data Center A GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA V Core Sub, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA V CORE SUB, L.P. | ||
| By: HSRE US SA GP V, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA V Opp Fund Sub, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA V OPP FUND SUB, L.P. | ||
| By: HSRE US SA GP V, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA V Separate Account Sub, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA V SEPARATE ACCOUNT SUB, L.P. | ||
| By: HSRE US SA GP V, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA VIII, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA VIII, L.P. | ||
| By: HSRE US SA GP VIII, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA IX, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA IX, L.P. | ||
| By: HSRE US SA GP IX, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA II, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA II, L.P. | ||
| By: HSRE US SA GP II, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street US SA IV, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HARRISON STREET US SA IV, L.P. | ||
| By: HSRE US SA GP IV, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned state that the undersigned have duly executed the foregoing Application for and on behalf of HSRE SMA I, SLP, that the undersigned are a Class A Manager and Class B Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further state that the undersigned are familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSRE SMA I, SLP | ||
| By: HSRE SMA GP I, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| Date: | May 8, 2026 | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned state that the undersigned have duly executed the foregoing Application for and on behalf of HSRE SMA II, SLP, that the undersigned are a Class A Manager and Class B Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further state that the undersigned are familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSRE SMA II, SLP | ||
| By: HSRE SMA GP II, S.à r.l., its General Partner | ||
| By: | /s/ Stephen M. Gordon | |
| Name: | Stephen M. Gordon | |
| Title: | Class A Manager | |
| Date: | May 8, 2026 | |
| By: | /s/ William Fagan | |
| Name: | William Fagan | |
| Title: | Class B Manager | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSRE OM Core Fund Co-Investment I, L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSRE OM CORE FUND CO-INVESTMENT I, L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of HSRE OM Core Fund Co-Investment II L.P., that the undersigned is a Manager of the General Partner of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| HSRE OM CORE FUND CO-INVESTMENT II L.P. | ||
| By: HSRE Core Fund GP, LLC, its General Partner | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Advisors, LLC, that the undersigned is a Manager of the sole member of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| Harrison Street Advisors, LLC | ||
| By: Harrison Street Real Estate Capital, LLC, its sole member | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Real Estate Management, LLC, that the undersigned is a Manager of the sole member of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| Harrison Street Real Estate Management, LLC | ||
| By: Harrison Street Real Estate Capital, LLC, its sole member | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Services, S.à r.l., that the undersigned is a Manager of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| Harrison Street Services, S.À R.L. | ||
| By: | /s/ Erin Nahumyk | |
| Name: | Erin Nahumyk | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Signature Page to Application for Co-Investment Relief
VERIFICATION
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Harrison Street Advisors Canada Inc., that the undersigned is a Manager of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| Harrison Street Advisors Canada Inc. | ||
| By: | /s/ Christopher N. Merrill | |
| Name: | Christopher N. Merrill | |
| Title: | Manager | |
| Date: | May 8, 2026 | |
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Rockwood Capital, LLC, that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| ROCKWOOD CAPITAL, LLC | ||
| By: | /s/ David Becker | |
| Name: | David Becker | |
| Title: | Vice President | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Rockwood Capital Real Estate Partners Fund XII, L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| ROCKWOOD CAPITAL REAL ESTATE PARTNERS FUND XII, L.P. | ||
| By: Rockwood Capital Partners (XII), LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Rockwood Capital Non-U.S. Real Estate Partners Fund XII, L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| ROCKWOOD CAPITAL NON-U.S. REAL ESTATE PARTNERS FUND XII, L.P. | ||
| By: Rockwood Capital Partners (XII), LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Rockwood Residential Credit Partners, L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| ROCKWOOD RESIDENTIAL CREDIT PARTNERS, L.P. | ||
| By: Rockwood Residential Credit Partners GP, LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Verification
The undersigned states that the undersigned has duly executed the foregoing Application for and on behalf of Rockwood Multifamily Partners, L.P., that the undersigned is an Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that the undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of the undersigned’s knowledge, information and belief.
| ROCKWOOD MULTIFAMILY PARTNERS, L.P. | ||
| By: Rockwood Multifamily Partners GP, LLC, | ||
| Its general partner | ||
| By: | /s/ David Becker |
| Name: | David Becker | |
| Title: | Managing Member | |
| Date: | May 8, 2026 |
Signature Page to Application for Co-Investment Relief
Exhibit A
Resolutions of the Boards of Directors/Trustees of the Existing Regulated Funds
WHEREAS, the Boards of Directors/Trustees of each of the Real Estate Fund, Real Assets Fund, and Infrastructure Fund have considered and deem it advisable and in the best interests of each of the Real Estate Fund, Real Assets Fund, and Infrastructure Fund to file with the Securities and Exchange Commission a Co-Investment Exemptive Application (the “Exemptive Application”), a draft of which is included in the meeting materials, for an order of the Securities and Exchange Commission pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 under the 1940 Act to permit certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.
NOW, THEREFORE, BE IT HEREBY:
RESOLVED, that the officers of each of the Real Estate Fund, Real Assets Fund, and Infrastructure Fund are hereby authorized to prepare, execute and cause to be filed with the Securities and Exchange Commission an Exemptive Application, substantially in the form included in the meeting materials with such changes as the Real Estate Fund, Real Assets Fund, and Infrastructure Fund officers or counsel may determine, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act; and be it
FURTHER RESOLVED, that the officers of each of the Real Estate Fund, Real Assets Fund, and Infrastructure Fund are hereby authorized to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolutions.
SCHEDULE A
The Existing Affiliated Funds are comprised of the following groups, and all Existing Affiliated Funds are advised by Advisers to Affiliated Funds:
BIP Existing Affiliated Funds
Basalt Infrastructure Partners V A L.P.
Basalt Infrastructure Partners V B L.P.
Basalt Infrastructure Partners V C L.P.
Basalt Infrastructure Partners V D L.P.
HS Existing Affiliated Funds
Harrison Street Core Property Fund, L.P.
Harrison Street Core Property Fund A, L.P.
HARRISON STREET CORE PROPERTY FUND C, L.P.
Harrison Street Core Property Fund D, L.P.
Harrison Street Core Property Fund E, L.P.
Harrison Street Core Property Fund F, L.P.
Harrison Street Core Property Fund B S.C.S., SICAV-RAIF
Harrison Street Infrastructure Fund, L.P.
Harrison Street Infrastructure Fund A, L.P.
Harrison Street Infrastructure Fund B, L.P.
Harrison Street Infrastructure Fund T, L.P.
Harrison Street SIF Co-Investment I, L.P.
HS CH SIF Co-Investment I, L.P.
HS CH SIF Co-Investment IA, L.P.
HS Renewable Energy Co-Investment I, L.P.
Harrison Street Real Estate Partners X, L.P.
HSREP X Co-Investment, L.P.
HSREP IX F3, L.P.
HSREP IX Co-Investment 4, L.P.
Harrison Street CMA Best Ideas, L.P.
HSREP X F2, L.P.
HSREP X Co-Investment 2, L.P.
Harrison Street Canada Alternative Real Estate Trust
Harrison Street Canada Alternative Real Estate Fund L.P.
HSCAREF Co-Investment I, LP
HSCAREF Co-Investment II, LP
Harrison Street European Property Partners IV, SLP RAIF
Harrison Street European Core Fund SCSp SICAV-RAIF
HS Digital II, L.P.
HS DIGITAL II F1, L.P.
HSREP IX Co-Investment 3-A, L.P.
Harrison Street Data Center A, L.P.
Harrison Street US SA V Core Sub, L.P.
Harrison Street US SA V Opp Fund Sub, L.P.
Harrison Street US SA V Separate Account Sub, L.P.
Harrison Street US SA VIII, L.P.
Harrison Street US SA IX, L.P.
Harrison Street US SA II, L.P.
Harrison Street US SA IV, L.P.
HSRE SMA I, SLP
HSRE SMA II, SLP
HSRE OM Core Fund Co-Investment I, L.P.
HSRE OM Core Fund Co-Investment II L.P.
RW Existing Affiliated Funds
Rockwood Capital Real Estate Partners Fund XII, L.P.
Rockwood Capital Non-U.S. Real Estate Partners Fund XII, L.P.
Rockwood Residential Credit Partners, L.P.
Rockwood Multifamily Partners, L.P.
Signature Page to Application for Co-Investment Relief