Menlo Equities V LLC

Item 5: Fees & Compensation

Menlo Equities receives management fees and other compensation in connection with
providing investment advisory services to the Clients, and investors in the Clients bear
certain Fund expenses, as further described below. A complete description of the fees and
expenses associated with an investment in the Clients is included in each Client’s
Governing Documents. Fee arrangements are generally established in the applicable

Governing Documents and may be negotiated in certain circumstances, including with
respect to particular vehicles, investors or side letter arrangements.
Menlo Equities receives its management fees and other compensation generally as
follows:
1. As investment adviser to each of the Funds it manages, Menlo Equities generally
   receives a monthly management fee (“Management Fee”).

   The Management Fee for each closed end fund is equal to a percentage ranging from
   1.25% to 1.75% of the capital outstanding of each Fund investor from the initial
   closing of the Fund through the end of the Fund’s investment period. The
   Management Fee for each open end fund is 1.25% of the fair value of the net asset
   value of the assets held by the respective fund, which is calculated on a quarterly
   basis. The Management Fee is generally paid to Menlo Equities by the Fund monthly
   in arrears. Management fees are deducted from the assets of each Fund and are
   generally payable out of current cash flow, disposition proceeds, or from drawdowns
   of investors’ capital commitments to the Fund. The investment management
   agreement of a Fund may be terminated upon the winding up of the Fund or in the
   event a specified percentage of the investors vote to (i) remove the general partner for
   cause after the occurrence of certain specified events (e.g., willfully violated the anti-
   fraud provisions of the federal securities laws in connection with the activities of the
   Fund) or (ii) dissolve the Fund.

2. Menlo Equities receives a promoted payout if investments owned by the Funds earn
   above a priority return.

   Generally, in Menlo’s closed end fund structures, the Funds themselves do not have a
   priority return or promoted payout. However, the Funds own SPEs which hold real
   estate assets and Menlo Equities receives a promoted payout with respect to the SPEs.
   Specifically, in closed end Funds, priority returns and promoted payments are
   calculated and paid at the SPE level, which means such returns and payments are
   gross of the Management Fee and Fund-level expenses. Menlo Equities must achieve
   returns that exceed the priority return in order to receive a promoted payout with
   respect to a SPE. In addition, once an investor’s capital account has been returned in
   full via capital distributions as defined in the SPE operating agreement, Menlo will
   receive a promoted return on all economic distributions thereafter.

   With respect to MRP IV Institutional Co-Investment Fund LP, priority returns and
   promoted payments are calculated and paid at the MRP IV Institutional Co-
   Investment Fund LP level, and such returns and payments are net of the Management
   Fee and Fund-level expenses. Menlo Equities must achieve returns that exceed the
   priority return in order to receive a promoted payout with respect to MRP IV
   Institutional Co-Investment Fund LP.

   In Menlo’s open-end fund structure, Menlo Equities may receive an incentive
   promote if (1) fund-level cash yield exceeds an individual investor’s fund-level
   priority return and/or (2) the value of a Fund unit exceeds the previous high-water
   mark applicable to that investor. The fund-level priority return and promoted
   payments are based on the cumulative performance of all holdings within the open-
   end Fund portfolio.

This compensation structure is generally the same for all Funds with some exceptions.
With respect to Co-Investment Funds, any fees received by Menlo Equities are generally
negotiated on a vehicle-by-vehicle basis, but may include commitment-based fees, certain
transactional fees, performance-based fees or allocations, expense reimbursements or
other administrative fees similar to those described below relating to the Funds. Any fees
received by Menlo Equities relating to a Co-Investment Fund do not offset the fees paid
to Menlo Equities by the Funds. Investors in a Co-Investment Fund should review the
Governing Documents of such Co-Investment Fund for details regarding compensation
paid to Menlo Equities and its affiliates.
Menlo Equities together with related persons commonly invests no less than 5% of the
equity required for any closed end fund investments, no less than 2% on separately
managed accounts and 2.5% on an open end fund’s given investment. Menlo Equities’
equity investment is held as an LP investment in the Funds and in some cases as an
additional co-investment in the real estate owning SPE. As a result, Menlo Equities
participates in all distributions and proceeds that are available to equity partners, earning
a pro rata percentage of the priority return and the equity portion of the proceeds subject
to a promoted payout.
Menlo Equities and/or its related entities receives other compensation for investments in
connection with the acquisition, financing, operational management and disposition of
Client investments. Any such fees received by Menlo Equities do not offset the
management fees paid to Menlo Equities by the Funds. This compensation can vary by
property and by investment structure and may include, but is not limited to:
   •   Acquisition and structuring fees paid at the beginning of an investment;

   •   Guaranty fees paid if Menlo Equities, an affiliate or a related person acts as a
       repayment guarantor on underlying entity debt;

   •   Asset and property management fees;

   •   Construction management fees for properties involving significant
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Item 7: Types of Clients

Menlo Equities provides investment advisory services to the Funds, the Syndicated
Investments and the Co-Investment Funds. Investment advice is provided directly to
such Clients and not individually to the investors in such Clients. Investors participating
in the Clients may include banks or thrift institutions, pension and profit-sharing plans,
family offices, corporations, charitable organizations, other institutional investors, trusts,
estates, or individuals, including, directly or indirectly, past or current service providers
to, and principals or other employees of, Menlo Equities and its affiliates.
The minimum investment required by an investor is between $250,000 and $10,000,000,
depending on the vehicle, although lesser amounts may be accepted with the approval of
the applicable managing member or general partner. Investors should review a Fund’s
PPM or Governing Documents for further information with respect to minimum
investment requirements.
The Clients are organized as US pooled investment vehicles, and an affiliate serves as
general partner or managing member of the Clients. Subscriptions for interests in the
Funds will generally be accepted only from investors who meet the definitions of
“Accredited Investor” or “Knowledgeable Employee” under Regulation D promulgated
under the Securities Act of 1933, as amended (“Securities Act”), and “Qualified

Purchaser” under the Investment Company Act of 1940. Subscriptions for interests in the
Syndicated Investments and SPEs will generally be accepted only from investors who
meet the definition of “Accredited Investor” or “Knowledgeable Employee”.
Please also refer to Item 4 of this Brochure for a description of our Clients.

         Item 8: Method of Analysis, Investment Strategies and Risk of Loss

Method of Analysis

With respect to the Funds, Menlo Equities evaluates investments based on a variety of
factors that are more fully described in each Fund’s PPM or Governing Documents.
Investments for each Fund are identified and selected by Menlo Equities or an affiliated
entity. In evaluating a potential investment, extensive due diligence is conducted to
analyze, among other things, the underlying investment fundamentals (e.g., financial
statements, profitability and cash flow), market and competitive position within relevant
real estate markets, cost, structures, tenant profiles, unique attributes, property
management requirements, contingent liabilities (environmental, regulatory, accounting
or otherwise), potential growth opportunities and potential exit strategies. Financial
projections are evaluated using risk-adjusted discounted cash flows.
While Co-Investment Funds are generally formed to invest in a single investment, the
description above remains generally applicable to investments they make.
Investment Strategies
Generally, Menlo Equities seeks attractive risk-adjusted returns through the acquisition,
development, redevelopment, financing, operation and disposition of commercial real
estate, digital infrastructure and related assets. Depending on the applicable vehicle,
investments may include equity, debt and hybrid positions, including performing and
non-performing assets. When appropriate, Menlo Equities may use prudent levels of
leverage to enhance returns.
The principal investment strategy of each Fund, and the material risks associated with
such strategy, is described in such Fund’s PPM. While Co-Investment Funds are
generally formed to invest in a single investment, the investment strategies described
above are generally applicable to them.
Investment Risks
The Funds are intended for sophisticated investors who can accept a high degree of risk
in their portfolio, do not need regular current income from their investment in a Fund and
can bear the potential loss of their entire investment.
Generally, the Funds are subject to the risks summarized below. Investment risks
specific to the investment strategy of each Fund are described in such Fund’s PPM.
While Co-Investment Funds are generally formed to invest in single investments, the risk
factors described herein are generally applicable. In addition, because Co-Investment

Funds typically hold one investment, they are not diversified, and their performance is
potentially subject to more volatility.
Real Estate Investment Risks
Investments in commercial real estate involve a high degree of risk, in part due to the
generally long term of real estate investments as well as the relative illiquidity of real
estate assets. Real estate investments are speculative in nature and may experience
fluctuations and cycles in value and marketability during the holding period of such
investment. Real estate values are affected by a number of factors, and risks associated
with investment in real assets may include, but are not limited to, the following:
   •   changes in the general economic climate, such as changes in interest rates;

   •   changes in local economic conditions, such as an oversupply of space or a
       reduction in demand for space;

   •   changes in supply or demand for the particular property type;

   •   specific features of properties, such as location;

   •   fluctuations in occupancy and rents for real property;

   •   competition, such as competition based on rental rates;

   •   the quality of maintenance, insurance and management services;

   •   changes in operating costs;

   •   government regulation related to land-use and zoning, environmental protection,
       improvements, taxation, and occupational safety;

   •   varying levels or unavailability of mortgage funds, making acquisition,
       refinancing and property disposition difficult;

   •   the quality and philosophy of management;

   •   the financial condition of consumers of real property, including tenants, buyers
       and sellers of properties;

   •   potential liability under environmental and other laws, such as successor liability
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