The Real Estate Syndicate 
Start-Up Kit

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Dear Fellow Real Estate Enthusiast, 

SECTION 2 

The Real Estate Syndicate Start-Up Kit  
from MIRAMAR RESEARCH

1. Liquidity
2. Limited liability to investors
3. Easier to raise investment funds
4. Deeper capitalization & diversification
5. More opportunities available to select from
6. Compensation for the General Manager (GM).
   

While market and operational risk is not eliminated - the Real Estate LLC Syndicate is an excellent vehicle in which to conduct real estate acquisition, operation, and turnover. The syndicate Operator/Manager, as well as the investor, can benefit from participation in a Real Estate Syndicate, whether the objectives are longer term investment oriented, or shorter term value driven gain, equity growth, or income.

Basic elements of a Real Estate Syndicate

1. Max. # of investors is subject your state laws. A limit of 35 non-accredited is not uncommon.
        (for an exemption, some states may have a limit of 35 total investors even if accredited)

2. Maximum contributions* = $5,000,000 for a Reg. D 505, and unlimited $$$ for a Reg. D 506.

3.     Preferred structure of R.E Syndicate = Limited Liability Corporation

* Differences between Reg. D 504, 505, and 506 relate mainly to $$$ size and investor suitability.

504 is not recommended because at the federal level there is no suitability requirement, however States may dictate their own requirements. Plus there is too much exposure against the operator for non suitable investors.

The Benefits as a Operating Vehicle:

For the investor and the Syndicate manager the primary benefit of a Real Estate Syndicate vs. individual ownership, is realized through the greater capability for R.E. acquisition from a broader range of available opportunities. Not to mention the deeper capital base and reserve available for follow through, professional management, and ongoing operational outlays, if needed.

The Syndicate Operator /Manager / Investor:

The typical investor/operator enters the market arena often times with less funds that is realistically required to see a project through to it’s complete fruition. An unexpected turn of events or expense (especially in highly leveraged undercapitalized ventures) often times can drive a perfectly feasible business plan into cash deficits and ultimately lead to financial disaster, because of inadequate funds. Research shows that on small or large highly leveraged undercapitalized RE ventures, the odds are immediately stacked against the investor/operator. This is why many operators may prove to be unsuccessful in the R.E ownership market, even with a sound business plan. Other than location and price, most experts agree that operational control and effective ongoing management through proper capitalization is the number #1 priority in achieving superior results and performance.

The list is long of R.E. promoters and operators who have had to walk away from potential success because of a lack of adequate capital to effectively execute a promising strategy. The assumption and pre-requisite, of course, is that you have a basic opportunity and sound business plan that makes economic sense. Your the numbers work.

Eliminating lost opportunities that result from a lack of adequate working capital is another benefit to the typical investor/operator participating in a well planned real estate syndicate. By putting limited individual investor/operator funds into a "$1,000,000 - plus" Real Estate Syndicate, the depth of capital is much greater.

More diversification made available through increased opportunity is in the organizers hands. Dealing in a position of capital strength enables the investor/operator to seize upon more available opportunities more quickly. This results in better value for the dollar invested, which ultimately leads to enhanced total performance.

Last but not least is the fact that the operator manager as well as the investor is a limited liability member. Subject to the terms of your operating document and unless otherwise agreed his/her personal liability is limited to the amount individually invested into Syndicate.

The broker, as Syndicate organizer and managing member, has the ability to participate in ventures with greater depth of capital, staying power, and chance for success. The broker becomes more involved with the actual ongoing operation of the ventures performance, i.e. through supervision as property manager, as well as the benefits of resale and the opportunity of profit. Thus the broker adopts a deeper sense of accountability and responsibility. As stated the broker not only benefits as a Syndicate operator, but also benefits from individual clients operating their own Real Estate syndicate vs. the comparatively smaller individual client account acquisitions.

Miramar Research

We at Miramar Research believe that a Real Estate Syndicate LLC platform is an excellent vehicle and alternative for raising capital to secure and operate a well thought out real estate venture. We believe that if the operator is honest competent and qualified, that the RE LLC is good for the investor (he is often better off than individual ownership), good for the manager, good for the brokerage houses and last but not least, good for the industry!

The Real Estate Syndicate Start-Up Kit includes tools to help you develop, and maintain your own Real Estate Syndicate. These tools were created as a result of hundreds of hours of hands-on practical experience.

We have gone to great lengths to prepare a comprehensive Real Estate Syndicate Start-Up Kit. On the following page is a list of the contents of the actual Start-Up Kit, that will enable you to get started on your Real Estate Syndicate immediately. The only thing left is initiative and follow-through on your part.

Save $$$ by ordering your Real Estate Syndicate Start-Up Kit today and we will also send you free of charge the "Periodic Performance Statement Generator "

Please note: This material is provided for the purposes of a start-up kit only. Miramar Research does not provide Legal or Accounting advice, the Start-Up Kit is not intended nor does it purport to constitute Legal or Accounting advice. This material is not to be construed as an offer to buy or sell any security, or real estate interest, as mentioned herein. The risk of substantial loss exist in operating real estate related investments. Operating real estate related property and investments are for persons who can afford this risk. Additional information and risk disclosure is recommended to any potential participants.

SECTION 3 

Benefits and Feature of the Real Estate Syndicate Start-Up Kit
from  MIRAMAR RESEARCH GROUP

Benefits
-Minimum investment requirements relative to capitalization and diversification potential
-Deeper capitalization = broader diversification capabilities
-Access to greater array of investment opportunities
-Increased operational control through strength in capitalization
-Non-correlation to traditional equity and fixed income markets-
-May be structured for liquidity potential-(redemption's quarter/quarter or year/year, etc.)
- Limited liability and risk for the members as well as the operating member manager
-Minimal start-up expenses

Features of "The Real Estate Syndicate Start-Up Kit"

Your Start-Up Kit is comprised of a three ring 15 section binder including: the items listed below, templates on software diskettes for on going use as marked below(*) . All this along with a minimum of personal backup to help get you on your way. OPTIONAL: The Real Estate Investment Analysis Ver. 9.0 - Software for Real Estate investment analysis, projections, and proposals is optional. For details on the REIA software goto our web site.

Included In Your Kit
- Legal considerations
- Copy of actual SEC Reg. D code
- Instructions and ongoing responsibilities
- Completion checklist
- Generic "Limited Liability Corporation" Operating and Subscription Documents
- Generic brochure sample and template *
- SEC Reg. D. filing requirements and appropriate forms for filing ***
- State example: "California" private placement exemption, fees, forms, and
         instructions.
- Prospects and subscription log *
- Quarters-end and year-end duties*
- Checking account ledger *
- Additions and withdraw log *
- General syndicate ledger *
- How to use IRA funds in your Real Estate Syndicate
- Questions and answers

OPTIONAL Real Estate Investment Analysis version 9.0 -
Produces a comprehensive 10 year projection of income, expenses, resale, taxes and rate of return. Provides lease-by-lease income summary, Annual Property Operating Data with expense recoveries, and a cash flow analysis that handles federal tax calculations, adjustable-rate loans, points and closing costs, personal property, funded reserves, capital improvements, partial first year, resale analysis, annual IRR, MFMRR, cash-on-cash, cap.rates and much more. Now also includes complete partnership analysis and a lease vs. buy comparison. Creates presentation-quality reports, ideal for client, partner or lender.

*** Please note that in addition to Federal filing requirements, each State has their own State exempt securities registration requirements and Limited Liability filings of required forms. Fees and requirements vary from State to State and are at the expense and responsibility of the Syndicate Operator.

SECTION 4

The Real Estate Syndicate Start-Up Kit   Price List

SPECIAL OFFER
Limited Time Only

Single use - "Registered Licensed User"
The Real Estate Syndicate Start-Up Kit -                                         $795     
#-RE101
Includes all components as described above including, offering documents, agreements, offering questionnaire, subscription forms, and redemption request, as well as instructions and outline on the LLC registration process, and more. Also provided is the the Auto Calc Statement Generator on MS Excel, a simple spreadsheet program that generates periodic performance and individual investor statements designed for pool and fund operators.

MIRAMAR RESEARCH GROUP
San Diego, CA
Phone:  619-583-6520  * Fax:   619-583-6520

HOW TO ORDER

By Phone: To place an order please call the number below and indicate the Start-Up Kit User Package you are purchasing along with any optional accessory programs you would like to purchase.

Order Online: If you would like to place your order online we will pay for shipping free.
Enter Online Storefront and checkout line

We accept VISA and MASTER CARD as well as AMERICAN EXPRESS.

Upon receipt of your order, allow 5 working days for shipment from our office. All orders will be sent out via std. U.S. Book rate which should take approx. one week unless other arrangement are made such as the following.

• For priority mail add $15.00
  For express mail add $25.00
  CA. residents add 8%

If you have any questions please call: 619-583-6520

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