Merion Realty Advisers LLC

Item 5 – Fees and Compensation
      ADVISORY FEES

      The Firm charges its clients annual advisory fees that generally range from 0.5% to 2.0%
      of an asset fee base. The asset fee base is equal to the client’s full committed capital
      regardless of how much has been contributed by investors.

      Such asset fee base will generally decrease over time with asset sales, write-offs or
      capital commitment waivers, subject to certain caveats. The Firm also may receive fixed
      annual advisory fees. The specific fee charged depends upon the type and complexity of
      services provided. In most cases, there is no independent person who negotiates the
      Firm’s advisory fees. However, the specific fee arrangements, exact fee start date, exact
      calculation of the asset fee base, and other types of fees and expenses paid by each client
      are described in the client’s offering memorandum or joint venture or other agreement
      negotiated directly with its investor(s). Therefore, each investor typically knows what
      the fees are prior to deciding to make an investment in that client.

      We always attempt to charge fees that are fair and reasonable in amount based on the
      type and complexity of the services provided. We generally expect to select a fee start
      date that coincides with (i) when we started performing advisory services, (ii) the date of
      the initial investor closing, (iii) when the client’s first investment was made, or (iv) when
      subadvisory or other consulting fees are due (if applicable).

      OTHER COMPENSATION, FEES AND EXPENSES

      If other types of fees and expenses are paid by a client, they will generally be described in
      the client’s offering memorandum or joint venture or other agreement negotiated directly
      with its investor(s) if known. Such fees may include a one-time acquisition fee (typically
      up to 1% of the purchase price of the real estate asset being acquired).

     Some of the other types of fees and expenses that usually will be paid by a client are:
     auditing fees and costs; custodial fees and costs; banking fees and costs; franchise taxes
     and entity formation and maintenance and/or filing fees; legal expenses; third party due
     diligence experts; securities and “blue sky” filing fees; an allocable portion of the costs
     (including third party service fees) related to recording, managing and reporting of
     accounting, tax and financial information, investor subscription processing, cash calls and
     distributions; fees and costs related to asset management including travel-related
     expenses, information technology and software; fees and costs related to anti-money
     laundering and other regulatory compliance; expenses related to roadshows, printing and
     offering related activities; and postage expenses.

      The client also will reimburse the Firm or an affiliate for the services performed by the
      Firm or an affiliated party’s attorneys, accounting and other licensed professionals
      directly to or for the benefit of the client (whether the services relate to general
      administrative matters or the business operations of the client). The fees that are charged

 Part 2A of Form ADV: Firm Brochure                                     Page 7

      are or would be at rates comparable to or lower than those charged by outside
      professionals providing such services.

      BILLING PROCEDURES

     We charge advisory fees monthly in advance, but sometimes we charge fees quarterly or
     semi-annually in advance. If the fee start date is not the first of a month, the first billing
     period may include a partial month. If an advisory contract with a client is terminated
     before the end of a billing period, the Firm will refund any overpayment of fees to the
     client. The overpayment of fees will be calculated based on the number of full months
     remaining in a billing period after the contract was terminated. No refund will be given
     for a partial month.

      To the extent a client is allocated an asset level acquisition fee or financing fee payable to
      the Firm or an affiliate, such allocation shall offset on a dollar-for-dollar basis all or a
      portion of future monthly advisory fees as they become due and payable.

      Under most advisory contracts with Firm clients, after an initial period of years (typically
      3), we can collect advisory fees only out of cash available for distribution and not out of
      capital contributions made by investors to the client. If cash is not available to pay
      advisory fees in the period earned, the fees may be accrued and their payment deferred.
      We collect deferred fees when cash becomes available before cash distributions are made
      to investors, unless we waive payment of those fees at the sole discretion of the Firm. If
      a client does not deploy all of the capital originally committed by investors, and as a
      result elects to reduce the amount of such uncalled capital commitment, advisory fees that
      have already been paid or accrued on such uncalled capital will not be refunded.

      The Firm will calculate the advisory fees and bill the client. The client then pays the fees
      owed to the Firm. Because the Firm and the client are usually related to one another,
      there will likely be no independent person who reviews the calculation of advisory fees.
      However, clients normally have their financial statements audited by an independent
      certified public accounting firm. The funds and securities of clients will be held by a
      qualified custodian who, to the extent required by SEC rules, sends quarterly account
      statements to the clients’ investors. Those statements show the advisory fee payments.

      Investors who are related to the Firm or an affiliate may receive up to a 100% discount or
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Item 7 – Types of Clients
      Please refer to Item 4 above.

      The Firm’s advisory clients generally will be real estate investment joint ventures or
      funds. Our clients are usually limited partnerships or limited liability companies that are
      related to us because there is common ownership and/or control between the Firm or an
      advisory affiliate and the general partners or managers of those clients. Some of our
      clients may be funds of either funds or real estate joint ventures, meaning that they invest
      in other investment vehicles that may or may not be related to us. All of our clients are
      expected to be closed end (meaning they do not accept additional subscribers after a
      stated offering period) investment funds with capital committed by investors that is
      drawn down and contributed over time to purchase investment securities or assets that are
      not securities and pay expenses. At this time our clients do not offer redemption rights or
      liquidity to their investors. Our clients’ investors are usually either
      institutions/institutional investors or high net worth individuals (including trusts and other
      family investment entities created by those individuals). In some cases, high net worth
      investors may be considered institutional accounts. We do not currently manage separate
      advisory accounts for individual or institutional investors, although an institutional
      investor may be the only investor or one of only a few investors in an advised private
      fund or account. Investors often invest in more than one fund or investment opportunity
      sponsored by the Firm or a related party.

 Part 2A of Form ADV: Firm Brochure                                     Page 9

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss
      METHOD OF ANALYSIS AND INVESTMENT STRATEGY

     The Firm will advise its clients primarily about making investments in real estate. Each
     client will have a specific strategy and investment focus that is described in the client’s
     offering memorandum or joint venture or other agreement negotiated directly with an
     investor. Some clients may have strategies similar to other clients. The client’s offering
     materials and/or limited partnership or operating agreement, joint venture or other
     agreement negotiated directly with an investor may include specific guidelines or
     restrictions on investments. The Firm’s role is to (i) find investment opportunities that fit
     the client’s specific strategy, (ii) diligently investigate each investment’s benefits and
     risks (called due diligence), (iii) make recommendations to each client whether to buy,
     hold or sell an investment, and (iv) monitor the performance of investments made. The
     Firm will review its recommendations against any specific guidelines or restrictions on
     the client’s investments.

     The Firm does not make the final investment decisions. The final investment decisions
     are made by the general partners or managers of the various investment funds that are our
     clients. As stated elsewhere in this brochure, there typically is common ownership or
     control between the Firm and an advisory client, including those general partners or
     managers. Please refer to Section 16 (Investment Discretion) for more information.

     DUE DILIGENCE

      Professional employees of the Firm or its affiliates perform due diligence on each
      investment opportunity. Due diligence will vary depending on the type of investment but
      will usually include some or all of the following:

                •   Review of real estate title, zoning and survey
                •   Review of real estate environmental and engineering conditions
                •   On-site visits to real estate and/or company offices
                •   Review, preparation and/or analysis of business plan
                •   Review/negotiation of legal documents relevant to the security and/or real
                    estate to be held
                •   Review of insurance coverage
                •   Review of historical financial information
                •   Research and analysis of market information
                •   Research and review of competition
                •   Review, preparation and/or analysis of financial projections
                •   Review of joint venture or co-investment partners
                •   Lien searches of company assets and real estate
                •   Review of material contracts and other company data

Part 2A of Form ADV: Firm Brochure                                     Page 10

      The above is not an exhaustive list, nor does every item on the list apply to every
      investment opportunity. MRA Investment Professionals use their experience and
      expertise to review each investment opportunity in a diligent way. For certain items on
      the list that require special expertise, consultants including engineers and legal advisers
      may be engaged on behalf of the client to perform research and prepare reports. Our
      employees then review and analyze those third-party reports. In addition, legal counsel is
      engaged on behalf of each client to prepare or review and negotiate legal documents with
      reasonable and customary provisions to protect the interests of the client. The client pays
      the fees and costs of consultants, accounting professionals and legal counsel. To the
      extent affiliates are engaged to provide services, the fees that are charged are at rates
      comparable to those charged by third party professionals providing similar services.

      RISK OF LOSS AND RISK FACTORS

      Investing in securities involves risk of loss that clients and investors should be prepared
      to bear. There can be no possibility of profit without risk of loss, including the risk of
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