Madison International Realty Holdings LLC

Item 5. Fees and Compensation

   A. How Madison is compensated for advisory services. Generally, Madison
      receives an asset management fee and a performance-based fee for each Fund it
      manages, the specifics of which are detailed in the organizational documents of
      each Fund. The asset management fee is typically based on a percentage of
      aggregate capital commitments or invested capital. Madison typically receives the
      performance-based fee through the payment of distributions utilizing the
      distribution priority detailed in the organizational documents. Generally, the
      distribution priority includes (i) return of capital contributions to Fund investors,
      (ii) a preferred rate of return to Fund investors, and (iii) additional distributions
      returned to Fund investors and Madison as the general partner in accordance with
      ratios detailed in the organizational documents. These ratios, as well as the
      preferred rate of return, are Fund-specific. The receipt of distributions in the third
      stage of priority represents the performance-based compensation received by
      Madison, which is subsequent to Fund investors achieving their preferred rate of
      return. Investors should review the organizational documents of the relevant Fund
      in addition to this brochure for complete details on fees paid to Madison.

      Subject to any applicable provisions in the Funds organizational documents, we
      may offer certain relationships the ability to co-invest in certain investment
      opportunities alongside the Funds. The compensation payable to Madison in such
      cases will differ from the compensation we receive from the Funds that participate
      in the same investment.

   B. Deduction of fees from client assets. Madison generally charges and deducts asset
      management fees directly from the Funds; these fees are generally paid quarterly
      in advance and are generally not refundable once paid, in accordance with the
      organizational documents of each individual Fund. These fees are generally paid
      through deductions from investment proceeds or other cash held by the relevant
      Fund, or through drawdowns of the unfunded commitments of underlying investors
      in the relevant Fund, or borrowings under the Funds’ credit facilities, if applicable.

      In accordance with applicable Fund organizational documents in certain Funds,
      Madison waives or reduces future installments of asset management fees that it
      would otherwise receive, in exchange for the financing of deemed present day
      capital contributions to individual Funds. Any reduction of an asset management
      fee installment payable by an individual Fund, will reduce dollar-for-dollar the
      amount of capital contributions that the Fund’s general partner would otherwise
      contribute to a Fund as a general partner commitment, or otherwise increase the
      allocation of profits to the general partner or its affiliates. Fully waived or reduced
      asset management fees relate to installment periods that are several quarters or
      years in the future. The general partner or its affiliates will contribute at least a
      portion of the general partner commitment in cash with a cap on total commitments
      which may vary by Fund.

C. Other types of fees or expenses. In addition to the asset management fees and
   performance-based compensation described above, Fund investors are typically
   allocated all other fees and expenses charged to the Funds. However, the Firm may
   determine that certain expenses will be allocated otherwise on a basis Madison
   believes to be fair and equitable, taking into consideration all relevant facts. These
   expenses include organizational expenses and operating expenses.

   Organizational expenses typically include expenses incurred in connection with the
   organization, offering and formation of the Fund entities, the asset manager and the
   general partner and the offering of the interests in the Fund entities, including,
   without limitation, legal and accounting fees and expenses, printing costs,
   registration and filing fees, marketing costs and expenses, including expenses
   arising from compliance with marketing regulations, tax and transportation, travel,
   conference attendance, capital raising, meal and lodging expenses incurred during
   the provision on services in connection with the organization of the partnership and
   any related investment vehicles, expenses associated with vetting and maintaining
   placement agent or similar client engagement relationships, but excluding all
   placement fees. Organizational expenses for each Fund are typically subject to a
   maximum amount as detailed in organizational documents. Organizational
   expenses that exceed such maximum amount and all placement fees, may be paid
   by Madison directly or may be paid initially by a Fund, but such payments by the
   Fund shall reduce dollar-for-dollar the subsequent installment of the management
   fee payable by the Fund.

   Operating expenses typically include those costs or expenses of the Funds in
   connection with, or related to:

(a) Sourcing, acquiring, evaluating, negotiating, holding, monitoring (including
    ongoing risk monitoring), managing, financing, hedging, selling or disposing of its
    investments (to the extent not paid for or reimbursed by a third-party), including:
           • legal, tax, accounting, advisory, consulting, printing costs, other third-
               party expenses, and travel expenses incurred in connection with the
               foregoing, including, ground transportation, commercial airfare,
               lodging, meals and meeting space
           • marketing, advertising, press releases and public relations (including a
               pro rata portion of all such expenses incurred by the investment
...

Item 7. Types of Clients

Madison provides investment management services to Funds, including co-investment
vehicles, which are not available to the general public for investment. The terms of each
Fund can be found in their organizational documents. Investors in Madison Funds are
typically state or municipal government entities, public and private pensions, profit-sharing
plans, sovereign wealth funds, pooled investment vehicles, endowments, insurance
companies, estates, foundations, high-net worth individuals, non-U.S. institutions and
trusts.

Madison requires that each limited partner in a Madison Fund be an “accredited
investor” as defined in Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”) and, a “qualified purchaser” as defined by the Investment
Company Act of 1940.

Investors in the Madison Funds should refer to the organizational documents of the
applicable Madison Fund for complete information on the minimum investment
requirement for participation in that Madison Fund. Madison does, however, maintain
discretion to waive, increase or reduce the minimum investment commitment required for
any of its Funds.