Bit Holdings Three Inc

“All officers and directors are employed directly or indirectly by the institutional trustee of bit holdings three's parent company. See disclosure for form 990, part vi, section a, line 3 for further explanation.”

“Pnc bank, national association, a national banking association organized and existing under the laws of the united states ("pnc bank or "trustee"), is the institutional trustee for the afl-cio building investment trust (the "trust"), which is the parent for bit holdings three, inc. Pursuant to the trust agreement, pnc bank is responsible for all aspects of the management and administration of the trust, including the selection of the investments. Pursuant to an investment advisory agreement, as amended from time to time, pnc bank currently retains pnc realty investors, inc., an investment advisor registered with the sec pursuant to the investment advisers act of 1940, as amended ("pri or "investment advisor"), to perform investment advisory, management, and administrative services. Pursuant to the investment advisory agreement and other policies and procedures for the trust, employees of pri and/or pnc bank serve as the officers and directors of the single purpose entities of the trust, including bit holdings three, which own, directly or indirectly, the real estate investments. Generally, neither the trust nor the single purpose entities, including bit holdings three, has employees of their own. Rather, the trust and bit holdings three are administrated and managed through pnc bank and pri employees, internal committees and management. Pnc bank earns a trustee's fee, which is paid out of the assets of the trust. Certain expenses of pnc bank and pri, in connection with their services to the trust, are reimbursed from the assets of the trust. Employees of pnc bank and pri are compensated directly by their employers; no compensation is provided by the trust or bit holdings three.”

“Bit holdings three, inc. Is a title holding corporation within the meaning of irc section 501(c)(25). It is organized and operated exclusively to hold title to property, collect income from such property, and distribute such income, less applicable expenses, to its direct or indirect sole owner, the afl-cio building investment trust (the "trust"). The trust is a bank collective trust fund in which qualified pension and retirement plans invest. Pursuant to an irs determination letter, the trust qualifies as a group trust within the meaning of revenue ruling 81-100 and, therefore, is generally exempt from federal income taxation under code section 501(a). The trust invests, primarily through equity investment and mortgage financing, in commercial real estate developments and acquisitions throughout the united states. The trust generally invests equity in real estate indirectly through one or more single purpose entities, such as bit holdings three, inc.”

“Refer to the disclosure below for form 990, part vi, line 7b.”

“Pnc bank, in its capacity as trustee of the afl-cio building investment trust, has the power to elect and remove the directors of the organization, approve mergers and approve the dissolution of the organization.”

“The form 990 is prepared by deloitte tax, llp based on information provided by the organization. Prior to filing, the form 990 is reviewed in detail by the secretary and a copy is provided to the entire governing body. Deloitte tax, llp then signs as the preparer and the secretary signs on behalf of the organization.”

“Pnc bank and pri have written and oral internal policies and procedures regarding the administration and management of the trust, which would also extend to their performance of services to the single purpose entities, including bit holdings three. The written policies of pnc and/or pri include, but are not limited to, policies and procedures designed to prevent, monitor and disclose any applicable conflicts of interest, record retention and destruction policies, and whistleblowing policies and procedures. The record-retention policies generally require record retention for a minimum of five or more years. All policies and procedures, including those mentioned above, are monitored by the applicable compliance departments and officers on a periodic basis, and internal audit departments of pnc and pri routinely test these policies and procedures. All employees of pnc bank and pri, including those employees who serve as the officers and directors of bit holdings three, are subject to these policies and procedures, and are charged with disclosing immediately or routinely, as applicable, conflicts of interest.”

“The organization does not make its governing documents available to the public. There is no conflict of interest policy or financial statements applicable to only the organization and the broader policies and financial statements are not available to the public. See further explanation regarding the conflict of interest policy in the disclosure for form 990, part vi, section b, line 12.”

“Capital contributions: 59,273,877. Distributions to parent: -218,422,013.”

“Bit holdings three is recognized as a 501(c)(25) organization. Qualified subsidiaries of bit holdings three are not required to file separate federal income tax returns, but are included in the annual return of bit holdings three. A group exemption number (gen) is not issued to a 501(c)(25) organization. See schedule r, part i for a list of the name, address, and employer identification number of each qualified subsidiary.”