Emmes Realty Advisors LLC

Item 5 Fees and Compensation

                                           FEES

       Emmes generally expects to receive a negotiable annual asset management fee
equal to between 0.75% and 1.5% of the equity investment in a transaction or of the net
asset value of an investment, as agreed upon by Emmes and the Client. In addition,
Emmes or an affiliate of Emmes, which in some cases will act as the managing member of
the asset owning entities, typically earns a "promote" or profit participation. Such promotes
are generally earned and payable to Emmes or such affiliate after the return of all capital
to the Client and a stated priority annual return per annum in an amount that is mutually
agreed to by the Client and Emmes. In certain cases, Emmes receives an acquisition fee
of up to 0.75% of the total cost of the acquisition up to a negotiated ceiling. Emmes may
also receive a financing fee of up to 0.5% of the financed amount. Other fees and promote
structures may be negotiated and agreed to if and to the extent Emmes or its affiliates and
the Client deem appropriate.

       Asset management fees are generally paid to Emmes quarterly in arrears, though
some Clients pay them monthly or in advance. In circumstances where Emmes is paid in
advance, investors will be entitled to a pro-rata refund of any unearned fee upon
termination of their relationship with Emmes. Emmes either bills its Clients for its fees or
deducts them from Client assets, as provided in the investment advisory agreement.
Incentive fees are payable in accordance with schedules negotiated with clients or
pursuant to the terms of the investment management agreement, limited liability company
agreements or partnership agreements for the particular client.

       A Client is typically not billed on a direct basis for any third-party real estate
brokerage fees or other transaction costs associated with the purchase or sale of a real
estate asset or the leasing of space in a real estate asset owned by such Client. However,
these expenses are paid by the investment entity at the investment level with respect to
such Client and impact the overall performance of that investment.

                               GENERAL INFORMATION

       Termination of the Advisory Relationship: Unless otherwise specified in the
applicable investment advisory agreement, an investment advisory agreement may be
cancelled by either party, for any reason, upon the notice period specified in such
investment advisory agreement.

       Advisory Fees in General: Clients should note that similar advisory services may
(or may not) be available from other registered (or unregistered) investment advisers for
similar or lower fees.

        Limited Prepayment of Fees: Under no circumstances will Emmes require or
solicit payment of fees in excess of $1,200 more than six months in advance of services
rendered.

Item 7 Types of Clients

       Emmes provides or plans to provide advisory services to the following types of
Clients:

       1.       Pension and profit sharing plans (other than plan participants)

       2.       Pooled investment vehicles

       3.       State or municipal government entities

       4.       Corporations or other businesses not listed above.

Emmes has not established a minimum account size for establishing a separate account.