9AT: MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES DEBT HOLDINGS, LLC

Adviser Profile

As of Date	03/30/2026
Registration	SEC, Approved, 02/26/2020
ADV Location	CONSHOHOCKEN, PA, United States
Contact Info	610 xxxxxxx
Websites

AUM^*	1,372,802,373 -3%
of that, discretionary	152,096,301 100%
Number of Employees	20 18%
of those in investment advisory functions	16 23%
Private Fund GAV^*	0
Avg Account Size	137,280,237 -13%
SMA’s	Yes
Private Funds	0

Adviser Type

- Large advisory firm

Client Types

- Other

Advisory Activities

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Reported AUM

1B 1B 1B 810M 607M 405M 202M

2020 2021 2022 2023 2024 2025 2026

Discretionary

Non-discretionary

Private Funds

No private funds

Employees

Brochure Summary

Overview

A. MPSS II provides investment advisory services to private separately managed accounts which are exempt from registration as investment companies. The principal owners of MPSS II are Mitchell L. Morgan and The Morgan Family Trust. MPSS II was established in 2019 and has seventeen (17) employees as of the date of this filing. MPSS II’s principal place of business is in Conshohocken, Pennsylvania. MPSS II’s advisory clients are each separately managed joint ventures that it manages (the “Clients”). To date, each Client has been structured as a separate Delaware limited liability company that is comprised of an affiliate of MPSS II and one Investor. For the purposes of this Brochure, “Clients” refers exclusively to these joint ventures and “Investors” refers to those institutions or high net worth family offices that have committed capital to such joint ventures. MPSS II’s Investors are primarily institutions and very high net worth family offices that have the ability and intent to invest at least $100 million of funds in these investments. MPSS II does not accept capital commitments from Investors that do not meet certain thresholds of net worth. Every Client is governed by a separate operating agreement that is negotiated with the Investor in that Client. As a result, each Investor has negotiated with MPSS II its own set of fees, corporate governance provisions and reporting obligations. MPSS II provides investment advisory services exclusively to its Clients. B. MPSS II’s investment strategy on behalf

of the Clients is to purchase tranches of real estate mortgage-backed securities issued by quasi-governmental entities and to otherwise invest in mortgages secured by multifamily apartments, provide preferred equity and mezzanine financing to owners of multifamily apartments, and make related investments. MPSS II’s advisory services also consist of extensive due diligence prior to making an investment, monitoring investments, and realizing long term capital gains from the investments. MPSS II, or its subsidiaries, serve as the general partners or managing members of each of the Clients (each, a “General Partner” and, collectively, the “General Partners”) and each of the Clients is controlled by its respective General Partner. MPSS II, from time to time, engages third-party firms as sub-advisers to certain Clients. C. Investments are recommended to MPSS II’s Clients on the basis that such recommendations reflect, in the Firm’s opinion, the most compelling investments available within the strategy set forth in the applicable Client’s organizational documents and marketing materials. MPSS II tailors its services to the individual needs of its Clients. MPSS II does not generally, although may, provide personalized services directly to the individual needs of the Clients’ underlying Investors. D. MPSS II does not participate in wrap fee programs. E. As of December 31, 2023, MPSS II managed $1,416,637,644 on a non-discretionary basis. MPSS II does not currently manage any assets in a discretionary manner.

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES DEBT HOLDINGS, LLC

Adviser Profile

Details

Adviser Type

Client Types

Advisory Activities

Compensation Arrangments

Reported AUM

Private Funds

Employees

Brochure Summary

Overview

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MORGAN PROPERTIES SPECIAL SITUATIONS II LLC MORGAN PROPERTIES SPECIAL SITUATIONS II LLC MORGAN PROPERTIES DEBT HOLDINGS, LLC

Adviser Profile

Details

Adviser Type

Client Types

Advisory Activities

Compensation Arrangments

Reported AUM

Private Funds

Employees

Brochure Summary

Overview

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES SPECIAL SITUATIONS II LLC

MORGAN PROPERTIES DEBT HOLDINGS, LLC