Menlo Equities VI LP

Item 5: Fees & Compensation

MEVI receives its management fees and other compensation generally as follows:
1. As investment adviser to each of the Funds it manages, MEVI generally receives an
   annual management fee (“Management Fee“).

   The Management Fee is equal to a specified percentage 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 generally will be paid to MEVI 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. A promoted payout if the Funds earn above a priority return.

   MEVI must achieve returns in excess of the priority return in order to receive the
   promoted payout.

3. Through MEVI’s position as an equity investor in the Funds.

   MEVI together with related persons will maintain no lower than a 2.5% interest in the
   Funds and vehicles it manages. As a result, MEVI 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.

This compensation structure is essentially the same for all Funds with some exceptions.
The compensation structure for Co-Investment Funds varies, and investors in Co-
Investment Funds should review their Governing Documents for details regarding
compensation paid to MEVI and its affiliates. A complete description of the payment of
fees is included within the respective Fund’s private placement memorandum (the
“PPM”) and limited partnership agreement or operating agreement for the Fund or Co-
Investment Fund (each, an “Operating Agreement”). The PPM, the Operating
Agreement, any applicable subscription agreements, and any side letter or similar
agreements entered into with a Client’s investors are referred to collectively herein as a
Client’s “Governing Documents”.

MEVI, and/or its related entities, receives other compensation for investments in
connection with the acquisition, operations and disposition of Client investments. This
compensation can vary by property and by investment structure. It may include, but is
not limited to:
1. Acquisition or structuring fees paid at the beginning of an investment;

2. Asset and property management fees;

3. Construction management fees for properties involving significant
   construction/renovations managed by MEVI or an affiliate;

4. Leasing commission fees for executing leases;

5. Refinancing fees paid when a property undergoes a refinancing; and

6. Disposition fees paid at the sale of an investment.

Typically, MEVI’s fees are exclusive of the costs and expenses of any third party
retained to provide services to a Fund, including transaction fees; under some
circumstances outlined in the Governing Documents, MEVI may share certain fees with
third parties.
The Funds are generally responsible for all expenses incurred in connection with their
organization and ongoing operations, separate and apart from MEVI’s management and
other fees. These expenses typically include, without limitation: all expenses related to
identifying and pursuing investments, regardless of whether consummated; expenses
related to managing and disposing of investments; interest on and fees and expenses
arising out of all borrowings, including any borrowings from MEVI and/or its related
entities; fees for accounting, auditing, research, consulting and legal services; custody
fees; brokerage services and other transaction fees and/or expenses associated with the
organization and operation of the investment vehicle in which their assets are invested
(i.e., break-up and topping fees, monitoring and directors’ fees, set-up fees, investment
banking fees, closing and transaction fees, and/or other similar fees); and litigation,
insurance and indemnification expenses.
In addition, in connection with each transaction successfully consummated by a SPE,
MEVI and/or the MEVI Managers may charge the SPE a fee, which is capped at a certain
amount specified in the applicable Fund’s Governing Documents, to reimburse MEVI
and its affiliates for costs of prior failed transactions pursued on behalf of the Fund
(“failed transaction pursuit cost”) to which the SPE relates. The full amount of failed
transaction pursuit cost fee may be borne by the related Fund or the Fund and certain
other SPE investors that were sourced by MEVI and its affiliates, including Co-
Investment Funds.
While Co-Investment Funds bear similar expenses, Co-Investment Fund investors should
review the applicable Governing Documents for details regarding expenses.

Item 7: Types of Clients

MEVI provides investment advisory services only to the Funds. Please also refer to Item
4 “Advisory Business” within this Brochure for a description of our clients. Investors
participating in 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, principals or other
employees of MEVI and its affiliates.
The minimum investment required by an investor varies depending on the Fund and in
each case is subject to waiver by MEVI. In general, the Funds require a minimum
investment of $1,000,000 but this is subject to the discretion of MEVI and the amount
could change. Investors should review the PPM for each relevant Fund for further
information with respect to minimum requirements for investment.

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

Method of Analysis

With respect to the Funds, MEVI evaluates investments based on a variety of factors that
are described in each Fund’s PPM.
Investments for each Fund are identified and selected by MEVI. 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) and potential
growth opportunities and potential exit strategies. Financial projections are evaluated
using risk-adjusted discounted cash flows.
Investment Strategies

The principal investment strategy for each Fund is described within the Fund’s PPM.
The material risks associated with each of these strategies is described within each
Fund’s PPM.
Generally, MEVI seeks to exploit immediate, medium and longer-term opportunities
emerging from the current financial market dislocation by opportunistically investing in
equity and commercial real estate assets. Investments may be made in performing and
non-performing assets. When appropriate, MEVI will almost always use prudent levels
of leverage to enhance the yield on its investments.
Investment Risks
Acquiring interests in a Fund is 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 a potential loss of their entire investment. Investment
risks specific to the investment strategy of each Fund are described in the Fund’s PPM.
Below are a few key risks associated with such investments.
General Risks
Investments in commercial real estate involve a high degree of risk, because it is
generally considered a long-term investment and may be subject to risks not associated
with investments in more liquid assets. For instance, real estate may experience
fluctuations and cycles in value during any holding period. Some factors attributable to
the marketability and value of real property include, but are not limited to the following:
1. changes in general or local economic conditions;

2. changes in supply or demand for the particular property type;

3. fluctuations in occupancy and rents for real property;

4. changes in interest rates;

5. government regulation related to land-use and zoning, environmental protection and
   occupational safety;

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

7. the financial condition of consumers of real property; and

8. natural disasters and threat of terrorism.

Cybersecurity Risks
MEVI, its affiliates, the service providers to the Clients and SPEs and other market
participants increasingly depend on complex information technology and
communications systems to conduct business functions. These systems are subject to a
number of different threats or risks that could adversely affect the Clients and their

investors, despite the efforts of MEVI, its affiliates and the service providers to adopt
technologies, processes and practices intended to mitigate these risks and protect the
security of their computer systems, software, networks and other technology assets, as
well as the confidentiality, integrity and availability of information belonging to the
Client and its investors. For example, unauthorized third parties may attempt to
improperly access, modify, disrupt the operations of, or prevent access to these systems
of MEVI, its affiliates, the service providers, counterparties or data within these
systems. Third parties may also attempt to fraudulently induce employees, customers,
third-party service providers or other users of MEVI’s systems to disclose sensitive
information in order to gain access to MEVI’s data or that of the Clients’ investors. A
successful penetration or circumvention of the security of MEVI’s systems could result in
the loss or theft of an investor’s data or funds, the inability to access electronic systems,
loss or theft of proprietary information or corporate data, physical damage to a computer
or network system or costs associated with system repairs. Such incidents could cause the
Client, the SPE, MEVI or their service providers to incur regulatory penalties,
reputational damage, additional compliance costs or financial loss.

Leveraged Investments
While leveraged investments offer the opportunity for capital appreciation, such
investments also involve a higher degree of risk and can increase the risk of loss during
unfavorable economic conditions.
Illiquidity of Investments
Assets held by investment funds, and the interests in the investment funds themselves,
can be illiquid, thus making them hard to value and liquidate, particularly in a falling
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