REGIS METRO ASSOCIATES, INC.

Item 1. Cover Page Brochure of Regis Metro Associates, Inc. 220 Halleck Street, Suite 200B San Franciso, CA 94129 Phone: (415) 421-0500 www.rmare.com January 31, 2025 This brochure provides information about the qualifications and business practices of Regis Metro Associates, Inc. ("RMA"). If you have any questions about the contents of this brochure, please contact us at (415) 421-0500 or rdoygun@rmare.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about RMA also is available on the SEC's website at www.adviserinfo.sec.gov. Registration with the SEC or any state securities authority does not imply a certain level of skill or training.  Item 2. Material Changes A summary of the material changes to this brochure since January 31, 2024 can be found in Appendix A. Item 3. Table of Contents Table of Contents Item 1. Cover Page ...................................................................................................................... 1 Item 2. Material Changes ............................................................................................................. 2 Item 3. Table of Contents ............................................................................................................ 2 Item 4. Advisory Business ........................................................................................................... 3 Item 5. Fees and Compensation ................................................................................................... 5 Item 6. Performance-Based Fees and Side-By-Side Management .............................................. 8 Item 7. Types of Clients ............................................................................................................... 8 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................... 9 Item 9. Disciplinary Information ............................................................................................... 13 Item 10. Other Financial Industry Activities and Affiliations ..................................................... 13 Item 11. Code of Ethics, Participation or Interest in Client Transaction and .............................. 14 Item 12. Brokerage Practices ....................................................................................................... 15 Item 13. Review of Accounts....................................................................................................... 15 Item 14. Client Referrals and Other Compensation ..................................................................... 16 Item 15. Custody .......................................................................................................................... 16 Item 16. Investment Discretion .................................................................................................... 16 Item 17. Voting Client Securities................................................................................................. 17 Item 18. Financial Information .................................................................................................... 18 Item 19. Requirements for State-Registered Advisers ................................................................. 18 Privacy Policy ............................................................................................................................... 18 Item 2 – Summary of Material Changes for 2024 ........................................................................ 19 2  Item 4. Advisory Business RMA is a California corporation that has been in business since June 2007. RMA is headquartered in San Francisco, California. RMA is owned and controlled by Michael F. Potter and its portfolio managers are Michael F. Potter (Managing Director) and Danielle Evanson McLaughlin (Managing Director) (collectively, the "Managing Directors"). RMA serves as an investment adviser to high-net-worth individuals, trusts, foundations, endowments, wealth management firms and pooled investment vehicles solely with respect to their investments in real estate. In addition, affiliates of RMA serve as general partner, managing member and/or manager to various investment partnerships and limited liability companies formed to make direct and indirect investments in real estate. RMA provides investment and advisory services only with respect to investments in real estate or entities formed to invest in, acquire, develop, manage, operate, lease and/or sell real estate. RMA provides the following investment and advisory services:  RMA identifies for its clients potential investment opportunities in real estate, analyzes the investment opportunity, performs due diligence on the investment opportunity, and recommends investment opportunities to its clients consistent with their investment objectives.  RMA provides asset management and reporting services with respect to investments both in real estate and in partnerships, limited liability companies and other investment vehicles formed to invest in real estate or real estate securities.  As part of its services, RMA can create a separate account ("separate account client") for a client which includes developing a long-term strategic plan and establishing investment criteria and target returns for investing in real estate.  RMA provides management and advisory services to Regis AHP Holdings, LLC ("Regis AHP"), a $13,759,897 commingled investment vehicle formed in 2017 to acquire certain membership interests owned by Regis Properties Fund II, L.P. ("Regis Fund II"). The membership interests acquired are not managed or controlled by RMA. The services provided by RMA to Regis AHP include managing the day-to-day administration of Regis AHP, monitoring Regis AHP's investments, and preparing and disseminating quarterly reports to investors in Regis AHP. Investors in Regis AHP do not have the opportunity to select or evaluate investments made by Regis AHP. 3   RMA provides management and advisory services to Series B – RMA Value Add Access, a Series of RMA Real Estate Access Fund Series, LLC ("Series B"), an $18,325,000 commingled investment vehicle formed in 2015 to invest in various private partnerships and limited liability companies that acquire, manage, lease and/or sell real estate. An affiliated entity of RMA serves as the managing member of Series B. The services provided by RMA to Series B include identifying potential real estate investment opportunities, analyzing investment opportunities, performing due diligence on potential investments, recommending certain investments in real estate to the managing member of Series B, managing the day-to-day administration of Series B, monitoring Series B's investments, and preparing and disseminating quarterly reports to investors in Series B. Investors in Series B do not have the opportunity to select or evaluate investments made by Series B.  RMA provides certain securities investment advisory services to the Align Affordable Housing Bond Fund, L.P. (the "Align Bond Fund") in connection with the ongoing management and operation of the partnership. The Align Bond Fund is a $132,916,767 commingled investment vehicle formed in 2018 to acquire a diversified pool of tax-exempt debt instruments, secured by interests in affordable housing properties or entities owning affordable housing properties. An affiliated entity of RMA serves as the general partner of the Align Bond Fund. The services provided by RMA to the Align Bond Fund include reviewing proposed investments, including all securities-related considerations, based upon the needs and investment objectives of the Align Bond Fund. Investors in the Align Bond Fund do not have the opportunity to select or evaluate investments made by the Align Bond Fund.  RMA provides certain securities investment advisory services to the Align Affordable Housing Bond Fund II, L.P. (the "Align Bond Fund II") in connection with the ongoing management and operation of the partnership. The Align Bond Fund II is a $23,340,206 commingled investment vehicle formed in 2023 to acquire a diversified pool of tax-exempt debt instruments, secured by interests in affordable housing properties or entities owning affordable housing properties. An affiliated entity of RMA serves as the general partner of the Align Bond Fund II. The services provided by RMA to the Align Bond Fund II include reviewing proposed investments, including all securities-related considerations, based upon the needs and investment objectives of the Align Bond Fund II. Investors in the Align Bond Fund II do not have the opportunity to select or evaluate investments made by the Align Bond Fund II.  RMA provides management services for various other single asset entities formed to invest in real estate. 4  To tailor its services to the specific needs of each separate account:  RMA assists each separate account client in developing a customized long-term strategic plan for investing in real estate based on that client's specific financial and investment objectives. RMA's separate account clients have full discretion of their assets and can impose certain restrictions on RMA with respect to the types of investments that RMA recommends to them or for their account.  Generally, RMA meets with each separate account client and/or the client's financial advisor on an annual basis to update the client's long-term strategic plan for investing in real estate. RMA incorporates into the separate account client's strategic plan any changes in the client's financial condition or investment objectives.  Separate account clients are advised to promptly notify RMA if there are any changes in their financial situation or investment objectives or if they wish to impose any restrictions on RMA in the performance of its services.  RMA makes itself reasonably available to separate account clients for questions or consultation. As of December 31, 2024, RMA had $707,521,337 in regulatory assets under management, of which $117,551,841 are discretionary regulatory assets and approximately $589,969,496 are non- discretionary regulatory assets. Item 5. Fees and Compensation Investment and Advisory Clients and Separate Accounts RMA's compensation (asset management fees) for investment advisory services (e.g., sourcing, underwriting, asset management and reporting) is negotiable and varies based on the size of the account and the type of real estate investment (direct or fund) In addition, RMA typically charges clients a performance-based fee of any profits the client receives from an investment after the client has received a stated internal rate of return (including a return of its contributed capital for that investment). The fee structure for each client is provided in writing. Clients should review all fee structures to understand the fees charged by RMA. Clients are billed fees on either a quarterly or annual basis, in arrears. In certain instances, a client can terminate its business relationship with RMA upon thirty (30) days' prior written notice. With respect to those investments that RMA manages on behalf of its 5  clients that RMA did not source, RMA charges clients through the effective date of termination for all reimbursable expenses and asset management fees. With respect to those investments that RMA sourced and recommended to its clients, RMA can charge clients asset management fees for the duration of the investment and a performance-based fee even though the performance-based fee can become due and payable after the termination of clients' business relationship with RMA. Regis AHP Regis AHP pays RMA, as manager to the limited liability company, an annual manager fee (paid quarterly and in arrears) as compensation for services provided by RMA. In addition, the Managing Directors receive performance compensation after the limited partners have received a certain internal rate of return on their investment (including a return of their contributed capital). The specific manner in which the manager and Managing Directors are compensated and the amount of such compensation is established in the limited liability company agreement. Members in Regis AHP may not withdraw from that fund prior to the end of its term. Series B Series B pays RMA, as advisor to the limited liability company, an annual management fee (paid quarterly and in advance) as compensation for services provided by RMA. In addition, the managing member of Series B, an affiliated entity of RMA, receives performance compensation after the limited partners have received a certain internal rate of return on their investment (including a return of their contributed capital). The specific manner in which the advisor and managing member are compensated and the amount of such compensation is established in the limited liability company agreement. Members in Series B may not withdraw from that fund prior to the end of its term. Align Bond Fund The manager of the Align Bond Fund, the "Financing Company" described in Item 10, receives an annual management fee as compensation for services provided by the manager for the fund on behalf of the limited partners. The general partner of the Align Bond Fund, an affiliated entity of RMA, receives performance compensation after the members have received a certain internal rate of return on their investment (including a return of their contributed capital). 6  The specific manner in which the manager and general partner are compensated, and the amount of such compensation, is established in the limited partnership agreement. The manager of the Align Bond Fund has retained RMA to provide advisory services, including reviewing and analyzing investment opportunities and dispositions. In consideration for these services, the manager pays RMA an annual overhead reimbursement fee and advisory fee paid quarterly and in arrears. Members in Align Bond Fund may not withdraw from that fund prior to the end of its term. Align Bond Fund II The general partner of the Align Bond Fund II, an affiliated entity of RMA, receives 20% of the net distributions (not including a return of the limited partners contributed capital) as performance compensation. The general partner and/or the manager, the "Financing Company" described in Item 10, may charge third parties, not Align Bond Fund II, an underwriting fee, processing fee, loan origination fee, loan servicing fee, loan amendment or assignment fee, and/or loan payoff fee, provided, that, in each case, the fees do not exceed the then prevailing market rates. In addition, the general partner may receive transaction fees, including, for the avoidance of doubt, carried interest or other forms of equity incentives, from third parties co-investing in certain investment, either senior to, subordinate to, or alongside Align Bond Fund II. The specific manner in which the general partner is compensated, and the amount of such compensation, is established in the limited partnership agreement. The manager of the Align Bond Fund II has retained RMA to provide advisory services, including reviewing and analyzing investment opportunities and dispositions. In consideration for these services, the manager pays RMA an annual overhead reimbursement fee and advisory fee paid quarterly and in arrears. Members in Align Bond Fund II may not withdraw from that fund prior to the end of its term. Fees Generally Clients that invest in investment funds, limited partnerships and limited liability companies recommended by RMA must also pay asset management and promotional fees to the sponsors, general partners or managers of those entities. 7  RMA believes that the fees charged by RMA are competitive with fees charged by other real estate private equity, real estate investment and advisory firms for comparable services. However, comparable services may be available from other sources for lower fees. Generally, costs and expenses incurred by RMA, with respect to services provided by RMA to Regis AHP, Series B and other investment vehicles managed by RMA, are reimbursable by the investment entity, including, without limitation, accounting fees, out of pocket due diligence costs, legal fees, compliance costs, postage and delivery costs, bookkeeping fees and, in certain instances, travel expenses. With respect to services provided by RMA to all of its other clients, not including separate account clients, the clients generally are required to reimburse RMA only for all accounting fees, out of pocket due diligence costs, legal fees and, in certain instances, travel expenses. Except as otherwise noted above, RMA bears all of its own operating, general, administrative and operating expenses. Item 6. Performance-Based Fees and Side-By-Side Management RMA provides investment advisory services to investment vehicles and other clients in return for performance-based compensation as more particularly described in Item 5. The amount of the performance-based compensation due to RMA differs among RMA's clients. RMA has a conflict of interest because certain clients have a higher fee structure than other clients, which creates an incentive for RMA to allocate investments to those clients that have the higher fee structure. To address this conflict, RMA allocates investment opportunities by taking into account its clients' specific investment strategies, including the perceived risk of a specific investment, allocations to real estate and existing investment portfolios. RMA reviews its clients' investment allocations on a regular basis. RMA, at its sole discretion, has the right to allocate or not to allocate to a specific client any investment opportunity, and to increase or decrease the amount of any investment opportunity allocated to a specific client. RMA retains the right to modify its allocation policy at any time. Item 7. Types of Clients RMA provides investment and advisory services to pooled investment vehicles, partnerships, limited liability companies, trusts, endowments, foundations and high-net-worth individuals. Although RMA does not have an express minimum investment requirement, RMA generally 8  requires a minimum investment of $250,000 for a specific investment and $20 million for a separate account. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Separate Accounts With respect to those clients for whom RMA manages a separate investment account, RMA generally meets with all of those clients and/or those clients' financial advisors on an annual basis to develop or update for each client a customized investment strategy for investing in real estate. Each client's investment strategy takes into account that client's financial and investment objectives, including, without limitation, a desired holding period for each investment, need for liquidity, risk tolerance and expected returns. RMA's goal for each client is to develop a portfolio of investments in real estate that meets the client's financial and investment objectives. RMA strives to serve its clients through its investment selection, extensive due diligence, diversification and portfolio management. RMA's investment strategy requires extensive financial and investment due diligence and a macro analysis of regional economic and property type trends. RMA has developed a framework for investing in real estate, with a primary focus on investing in metropolitan areas with experienced operating partners and fund managers. RMA takes into account global, U.S. and regional economic conditions in its investment selection. In addition, RMA recommends to its clients both investments in single asset investment entities and larger pooled investment partnerships or funds. RMA is responsible for sourcing, performing due diligence, soliciting and monitoring investments for each client to which it provides investment advisory services. In selecting investments, RMA will attempt to create a broadly diversified portfolio of investments based on risk, property type and region, managed by experienced sponsors with superior performance track records. RMA looks for sponsors that have a proven track record of adding value at the property level, a fiduciary approach to managing investors' capital, and a well-articulated approach to protecting against possible downside risk. RMA endeavors to select investments for each client that it believes are consistent with that client's strategic plan for investing in real estate and that will accomplish the client's financial and investment objectives. Upon sourcing an investment, RMA performs extensive due diligence on the operating partner or fund sponsor, the specific investment or opportunity, and the relevant regional or national market. In order to analyze investment opportunities, RMA has developed an extensive due diligence checklist that it employs in analyzing each potential investment. Once a client invests in a transaction, RMA monitors the investment and advises its client with respect to the investment 9  taking into account the client's overall financial and investment objectives. RMA accomplishes the foregoing through diligent oversight, reporting and management of clients' investments. Risk Factors Investing in real estate and real estate securities involves risk of loss that investors should be prepared to bear. Below are some of the risks that investors should consider before investing in any investment opportunity that RMA recommends and/or manages. Any or all of such risks could materially and adversely affect investment performance, the value of any investment portfolio or any security or investment held in a portfolio, and could cause investors to lose a portion or all of their investment. Below is only a brief summary of some of the risks that a client or an investor can encounter. Potential investors in an investment vehicle should review the investment vehicle's offering circular, entity documents and subscription materials carefully and in their entirety, and consult with their professional advisor and counsel before deciding whether to invest. The risks described below also generally apply to individually managed accounts. A potential client should discuss with RMA representatives any questions that such person has before investing with RMA. The material risks associated with RMA's investment strategies are set forth below: Reliance on Third-Party Management. RMA sources and recommends investments in investment funds and other investment vehicles generally managed by parties that are independent of RMA and its affiliates, and who invest, directly or indirectly, in real estate investments. Although RMA will evaluate the performance of each manager, the past performance of a manager is not a reliable indicator of future results. Many underlying managers are not registered as investment advisers with the Securities and Exchange Commission, making it more difficult for RMA to scrutinize those managers' credentials. Further, RMA will not have an active role in the day-to-day management of the fund or the investment vehicle in which client invests. With respect to investment funds and certain pooled investment vehicles, neither RMA nor client will have the opportunity to evaluate specific investments made by that investment entity before they are made, and the client generally will not be able to dispose of its investment in the investment entity if it is dissatisfied with the investment's performance. Accordingly, investment returns will depend on the performance of the unrelated managers and could be adversely affected by the unfavorable performance of such managers. Lack of Diversification. Generally, a client's investment in investment opportunities sourced and recommended by RMA will not be diversified among a wide range of types of securities, countries or industry sectors. Accordingly, a client's portfolio is subject to changes in value due to changes in the market conditions of the real estate market than would be the case if the client maintained a wider diversification among types of securities and other instruments across a wider range of industries. 10  Leverage. The investments sourced and recommended by RMA generally employ leverage. As such, performance of these investments can be volatile and have a higher risk of loss. Risks associated with the types of investments that RMA generally sources and recommends to its clients are set forth below: Investments in Real Estate and Real Estate Related Securities. RMA recommends investments in both single asset investment vehicles and pooled investment vehicles formed to invest in office, apartment, industrial and other commercial real estate properties, as well as in real estate related securities (including debt and mezzanine participations). Accordingly, these investments will be subject to the risks incident to ownership and development of real estate, including risks associated with changes in the general economic climate that create vacancy or put downward pressure on rental rates, changes in the overall real estate market, local real estate conditions, the financial condition of tenants, buyers and sellers of properties, supply of or demand for competing properties in an area, accelerated construction activity, technological innovations that dramatically alter space requirements, the availability of debt and other financing, changes in interest rates, competition based on rental rates, energy and supply shortages, various uninsured and uninsurable risks (including possible terrorist activity), and government regulations. Further, the real property underlying the investments will be subject to various U.S. and non-U.S. environmental laws, regulations and administrative rulings which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste. Real property owners are subject to federal and state environmental laws which impose joint and several liability on past and present owners and users of real property for hazardous substance remediation and removal costs. In addition, investments in real estate or interests in real estate are illiquid and subject to industry cycles, downturns in demand, market disruptions and the lack of available capital from potential lenders or investors. Accordingly, there can be no assurance that the manager of an investment vehicle will be able to dispose of its investments in a timely manner and/or on favorable terms. Furthermore, there can be no assurance that there will be tenants or purchasers for the office or commercial space or residential units ultimately developed. Distressed Situations. Investments in investment vehicles that focus on distressed situations or assets are subject to significant risks, including, but not limited to: the difficulty in obtaining information as to seller's true condition; regulatory risk, including laws relating to fraudulent conveyances, voidable preferences, lender liability and bankruptcy; litigation risk; liquidity risk; and collection risk. Non-U.S. Securities and Emerging Markets. Foreign securities, foreign currencies and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to 11  political, economic or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market. The risks of such investments typically are greater in less developed countries, sometimes referred to as emerging markets. For example, political and economic structures in these countries may be less established and may change rapidly. These countries also are more likely to experience high levels of inflation, deflation, or currency devaluation, which can harm their economies and securities markets and increase volatility. Restrictions on currency trading that may be imposed by emerging market countries could have an adverse effect on the value of the securities of companies that trade or operate in such countries. Illiquid Instruments. Certain instruments can have no readily available market or third-party pricing. Reduced liquidity will have an adverse impact on market price and the ability to sell particular assets when necessary to meet liquidity needs or in response to a specific economic event. Risks associated with RMA's funds and other client accounts are as follows:  RMA determines the value of certain investments held in the funds. RMA's valuation can be inaccurate or differ from that performed by a licensed appraiser.  There is not and will not be an active market for fund interests. It can be impossible to transfer any such interests, even in an emergency. Investors in RMA's funds do not have any withdrawal rights.  No client or investor has been represented by separate counsel. The attorneys who represent RMA do not represent clients or investors. Clients and investors must hire their own counsel for legal advice and representation.  RMA or any government agency can freeze assets that any of them believes a client holds in violation of anti-money laundering laws or rules or on behalf of a suspected terrorist, and can transfer such assets to a government agency.  RMA's activities could cause adverse tax consequences to clients and investors, including liability for interest and penalties. 12   If a fund becomes insolvent, investors can be required to return with interest any distributions and forfeit any undistributed profits. Item 9. Disciplinary Information RMA is required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of its advisory business or the integrity of management. Neither RMA nor any of its employees have been the subject of any legal or disciplinary proceedings. Item 10. Other Financial Industry Activities and Affiliations RMA has entered into an agreement with Urban Investment Advisors, Inc., a California corporation ("UIA"), pursuant to which UIA is to provide certain services to RMA in connection with specific RMA separate accounts. UIA is a privately owned advisory services company. The UIA personnel that provide services to RMA have worked with or previously were employed by RMA. UIA provides services to companies or persons separate from the services that it provides to RMA. In addition, RMA has entered into a separate asset management and reporting agreement with UIA pursuant to which RMA provides to UIA, in connection with UIA's separate accounts, certain asset management and reporting services. We do not believe that RMA's agreements with UIA create any potential conflict of interest. The Managing Directors also serve as principals of a company that provides tax-exempt financing to borrowers in connection with the acquisition, development or refinancing of affordable housing multifamily properties (the "Financing Company"). The Financing Company raises capital from investors and may hire RMA to act as an adviser to such pooled vehicles in exchange for an advisory fee (as described above in Item 5). In addition, the Financing Company will provide RMA with overhead reimbursement and advisory fees which covers the cost of RMA providing services to the Financing Company, including legal, accounting, insurance, entity formation, information technology, bookkeeping, reporting, financial and tax projections, utility, tax planning, and other operating costs determined by RMA. Certain of RMA's clients may invest in the pooled vehicles formed by the Financing Company. Such clients are provided with additional disclosures regarding the conflicts of interest that exist between RMA and the Financing Company with respect to these activities. 13  Item 11. Code of Ethics, Participation or Interest in Client Transaction and Personal Trading RMA has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers Act of 1940 that establishes standards of conduct for RMA's supervised persons. The Code of Ethics includes general requirements that RMA's supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, conflicts of interest and confidentiality of client information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to RMA's Chief Compliance Officer, and requires the Chief Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Chief Compliance Officer. Each supervised person of RMA receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each supervised person must certify that he or she complied with the Code of Ethics during the preceding year. Clients and prospective clients may obtain a copy of RMA's Code of Ethics by contacting Rachel Doygun (Chief Compliance Officer) by email at rdoygun@rmare.com or by telephone at (415) 421-0500. Certain affiliates or employees of RMA invest their personal funds in investments recommended by RMA to its clients. RMA has established procedures intended to limit conflicts of interest in cases where RMA, its related persons or any of their employees, intends to invest in securities recommended by RMA to its clients. RMA requires its covered persons to pre-clear all transactions (other than certain exempted transactions as set forth in the Code of Ethics) in their personal accounts with the Chief Compliance Officer. The Chief Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved solely for clients and whether the opportunity is being offered to the covered person by virtue of his or her position with RMA. Additionally, personnel who have access to information regarding RMA's non-public securities recommendations are required to report their personal securities transactions and holdings to RMA, and RMA is required to review such reports. All of the RMA's covered persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis. RMA and its personnel, in the course of its investment management and other activities, come into possession of confidential or material nonpublic information about investments recommended by RMA or that RMA intends to recommend to its clients. RMA is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. RMA maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a 14  legitimate need to know such information and to assure that RMA is meeting its obligations to clients and remains in compliance with applicable law. In certain circumstances, RMA possesses certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but RMA will be prohibited from communicating such information to the client or using such information for the client's benefit. In such circumstances, RMA will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that RMA possesses such information), or not using such information for the client's benefit, as a result of following RMA's policies and procedures designed to provide reasonable assurances that it is complying with applicable law. Because RMA manages more than one account, there are conflicts of interest over its time devoted to managing any one account and allocating investment opportunities among all accounts that it manages. For example, RMA selects investments for each client based solely on investment considerations for that client. Different clients have differing investment strategies and expected levels of investment. RMA attempts to resolve all such conflicts in a manner that is generally fair to all of its clients. RMA gives advice to, and takes action on behalf of, any of its clients in a manner that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other client so long as it is RMA's policy, to the extent practicable, to treat all clients fairly and equitably over time. RMA is not obligated to acquire for any account any investment that RMA or its managers, members or employees may acquire for its or their own accounts or for any other client, if in RMA's absolute discretion, it is not practical or desirable to acquire a position in such security for that account. Item 12. Brokerage Practices Not applicable. Item 13. Review of Accounts With respect to separate account clients, one or more of RMA's managing directors generally meets with each client and/or the client's financial advisor annually to update the client's long-term strategic plan for investing in real estate. RMA incorporates into the client's strategic plan any changes in the client's financial condition or investment objectives. The investments sourced and recommended by RMA to its clients consist of investments in investment vehicles or funds that are illiquid and for which there is no secondary market. In almost all instances, there is no opportunity for withdrawal or resale on the secondary market. 15  RMA monitors, reviews and manages all of the investments made by its clients for whom RMA provides asset management services, and provides clients with quarterly written asset management reports on their investments. Item 14. Client Referrals and Other Compensation RMA can engage solicitors to whom it pays cash or a portion of the advisory fees paid to RMA by clients referred to it by those solicitors. In such cases, RMA will disclose this practice in writing to the client and comply with all of the other requirements of Rule 206(4)-1 under the Investment Advisors Act of 1940, to the extent required by applicable law. Item 15. Custody For purposes of Rule 206(4)-2 under the Advisers Act (the "Custody Rule"), we are deemed to have custody over the assets held by Regis AHP, Series B, Align Bond Fund and Align Bond Fund II (the "Funds"). In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Funds' audited financial statements are prepared in accordance with GAAP, and (iii) we deliver such annual audited financial statements to investors within 120 days after the end of each Fund's fiscal year. With respect to Regis AHP, we deliver annual audited financial statements to investors within 260 days after the end of the fiscal year. Regis AHP qualifies for an extended deadline as it is a "top tier" pooled investment vehicle that invests in one or more investment entities that are not advised by a related person of the top tier pool, its general partner or its adviser, and which, in turn, invests at least 10% of their respective assets in pooled vehicles managed by unaffiliated entities. Item 16. Investment Discretion RMA provides investment advisory services to Series B and Regis AHP and other single asset investment entities, both directly and through an affiliated entity. In addition, RMA provides securities investment advisory services to the Align Bond Fund and the Align Bond Fund II. RMA exercises certain discretion over investments made by the pooled investment entities. The scope of RMA's discretion in relation to each fund and the limitations in connection therewith are set forth in the fund limited partnership agreement, limited liability company agreement and the management and advisory agreement entered into between RMA and the general partner or managing member of each fund. 16  RMA, as manager of Regis AHP, has the authority to determine when the fund disposes or liquidates a specific investment. The managing member of Series B, an affiliated entity of RMA, has the authority to determine in which investments the fund will invest, the amount the fund invests in an investment, and when the fund disposes or liquidates a specific investment. The general partner of the Align Bond Fund, an affiliated entity of RMA, has the authority to determine in which investments the fund will invest, the amount the fund invests in an investment, and when the fund disposes or liquidates a specific investment. The general partner of the Align Bond Fund II, an affiliated entity of RMA, has the authority to determine in which investments the fund will invest, the amount the fund invests in an investment, and when the fund disposes or liquidates a specific investment. With respect to other pooled investment entities formed by RMA to invest in limited partnerships or limited liability companies that invest in individual properties, property portfolios or other real estate assets, RMA, as manager of the entities, has discretion over the investments made by the pooled investment entities. RMA's discretion is limited under the pooled investment entity limited partnership agreement or limited liability company operating agreement as more specifically set forth therein. Generally, to the extent RMA has investment discretion, RMA will have the authority to determine (i) in which investments the pooled investment entity will invest, (ii) the amount invested in a particular investment, and (iii) when the pooled investment entity will dispose or liquidate a specific investment. All of the foregoing is subject to constraints and limitations agreed upon by RMA and the various investors as set forth in the pooled investment entity limited partnership agreement or limited liability company operating agreement. Item 17. Voting Client Securities Due to the nature of the discretionary investment advisory services provided by RMA, it is highly unlikely that RMA would purchase voting equity securities. RMA advises its clients on investing in private real estate investment entities and securities. As such, the portfolios over which RMA has investment discretion do not include exchange-traded securities, but rather hold interests in unregistered investment companies that do not regularly solicit votes, consents or proxies. Notwithstanding the foregoing, in accordance with SEC rules, RMA has adopted certain proxy voting policies and procedures. RMA's general policy is to recommend or vote proxy proposals, amendments, consents or resolutions relating to all investments made by a client in a manner that serves the best interests of the client. 17  (Chief Compliance Officer) by email at Investors may contact Rachel Doygun rdoygun@rmare.com, or by telephone at (415) 421-0500, to obtain information regarding proxy voting, including RMA's policies and procedures. Item 18. Financial Information RMA does not have any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. Item 19. Requirements for State-Registered Advisers Not applicable. Privacy Policy RMA and the investment entities for which it serves as general partner, managing member, advisor or manager:  collect non-public personal information about their clients and investors from the following sources: o o information received from clients or investors on subscription documents or other forms; and information about clients' or investors' transactions with RMA, its affiliates or others;  do not disclose any non-public personal information about their clients or investors or former clients or investors to anyone, except as permitted by law;  restrict access to non-public personal information about their clients and investors to their employees and third-party service providers of RMA (such as accountants and financial institutions) who need to know that information to provide services to clients; and  maintain physical, electronic and procedural safeguards that comply with federal standards to guard clients' and investors' personal information. 18  Appendix A Summary of Material Changes Item 2 – Summary of Material Changes for 2024 On March 17, 2025, Regis Metro Associates, Inc. ("RMA") filed an updated Form ADV Part 2A brochure (dated as of January 31, 2025) with the US Securities and Exchange Commission ("SEC"). This document summarizes the material changes to RMA's brochure since January 31, 2024. The material updates and changes are as follows:  RMA’s primary address was updated to 220 Halleck Street, Suite 200B, San Francisco, CA 94129.  As of December 31, 2024, RMA's assets under management totaled approximately $707,521,337. (Item 4 – Assets Under Management).  As of January 1, 2025, Michael Potter is the sole shareholder and owner of RMA. The foregoing is only a summary of material changes. It does not identify every change to the brochure since the last annual update. 19  Item 1. Cover Page Brochure Supplement of Regis Metro Associates, Inc. www.rmare.com 220 Halleck Street, Suite 200B San Francisco, CA 94129 (415) 421-0500 January 31, 2025 Supervised Person Address Michael F. Potter Danielle Evanson McLaughlin Patrick Glennon 220 Halleck Street, Suite 200B San Francisco, CA 94129 (415) 421-0500 Dana Abigail Urban 700 Larkspur Landing Circle, Suite 199 Larkspur, CA 94939 (415) 461-8600 This brochure supplement provides information about the supervised persons of Regis Metro Associates, Inc. ("RMA") and supplements RMA's brochure. You should have received a copy of that brochure. Please contact RMA at (415) 421-0500 or rdoygun@rmare.com if you did not receive RMA's brochure or if you have any questions about the contents of this supplement. The information in this brochure supplement has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about RMA and its employees also is available on the SEC's website at www.adviserinfo.sec.gov. Registration with the SEC or any state securities authority does not imply a certain level of skill or training.  Michael F. Potter, born in 1964 Item 2. Education Background and Experience Education University of California, Berkeley, B.A., 1986 University of Southern California Law School, J.D., 1990 Business Background Brobeck, Phleger and Harrison, LLP, San Francisco, CA; Partner and Attorney Stonegate Partners, Inc., Larkspur, CA; Managing Director 1990 - 2000: 2000 - 2003: 2003 - 2007: Metropolitan Real Estate Advisors, Inc., San Francisco, CA; Managing Director 2007 - Present: Regis Metro Associates, Inc.: Managing Director and President Item 3. Disciplinary Information Not applicable Item 4. Other Business Activities Not applicable Item 5. Additional Compensation Not applicable Item 6. Supervision Rachel Doygun is RMA's Chief Compliance Officer. Ms. Doygun monitors all of the securities transactions that each supervised person enters on behalf of the firm's clients as outlined in Item 13 of RMA's brochure. All executed securities transactions are reviewed and confirmed against custodial information. In addition, Ms. Doygun monitors all employees' compliance and adherence to the firm's Statement of Policies and Procedures. Ms. Doygun's telephone number is 415-421-0500 x4. 2  Danielle Evanson McLaughlin, born in 1974 Item 2. Education Background and Experience Education University of Washington, B.S., 1996 Business Background 1996 - 1999: 1999 - 2001: 2002 - 2009: 2010 - 2024: 2025 – Present: Ernst & Young, LLP, San Francisco, CA: Senior Auditor Rosenberg Hood Ventures, Inc., San Francisco, CA; Asset Manager Lexington Commercial Holdings, Inc., Beverly Hills, CA; Director of Real Estate Regis Metro Associates, Inc.: Managing Director, Chief Financial Officer and Secretary Regis Metro Associates, Inc.: Managing Director Item 3. Disciplinary Information Not applicable Item 4. Other Business Activities Not applicable Item 5. Additional Compensation Not Applicable Item 6. Supervision Rachel Doygun is RMA's Chief Compliance Officer. Ms. Doygun monitors all of the securities transactions that each supervised person enters on behalf of the firm's clients as outlined in Item 13 of RMA's brochure. All executed securities transactions are reviewed and confirmed against custodial information. In addition, Ms. Doygun monitors all employees' compliance and adherence to the firm's Statement of Policies and Procedures. Ms. Doygun's telephone number is 415-421-0500 x4. 3  Patrick Glennon, born in 1982 Item 2. Education Background and Experience Education Bucknell University, 2004 Business Background 2004 - 2006: 2007 - 2008: 2009 - 2012: 2012 - 2014: 2014 - 2024: 2025 – Present: Prudential Investment Management, Newark, NJ: Financial Reporting Associate Prudential Mortgage Capital Company, New York, NY; Senior Originations Analyst Keefe, Bruyette & Woods, New York, NY: Research Associate, Equity REITs Evercore Partners, San Francisco, CA: Research Associate, Equity REITs Regis Metro Associates, Inc.: Director Regis Metro Associates, Inc.: Director, Chief Financial Officer Item 3. Disciplinary Information Not applicable Item 4. Other Business Activities Not applicable Item 5. Additional Compensation Not Applicable Item 6. Supervision Rachel Doygun is RMA's Chief Compliance Officer. Ms. Doygun monitors all of the securities transactions that each supervised person enters on behalf of the firm's clients as outlined in Item 13 of RMA's brochure. All executed securities transactions are reviewed and confirmed against custodial information. In addition, Ms. Doygun monitors all employees' compliance and adherence to the firm's Statement of Policies and Procedures. Ms. Doygun's telephone number is 415-421-0500 x4. 4  Dana Abigail Urban, born in 1965 Item 2. Education Background and Experience Education Stanford University, B.A., 1987 Business Background 1989-2003: 2003 - 2009: 2010 - 2013: 2014: 2015 - Present: Metropolitan Asset Advisors, Inc. Metropolitan Real Estate Advisors, Inc., Larkspur, CA: Managing Director Regis Metro Associates, Inc., Larkspur, CA: Managing Director, Vice President Metropolitan Asset Advisors, Inc. Urban Investment Advisors, Inc.: President Item 3. Disciplinary Information Not applicable Item 4. Other Business Activities Ms. Urban is a member of Urban Investment Advisors, Inc. ("UIA"). UIA is a privately owned advisory company. We do not believe that Ms. Urban's affiliation and involvement with UIA creates any potential conflict of interest. Item 5. Additional Compensation Not applicable Item 6. Supervision Rachel Doygun is RMA's Chief Compliance Officer. Ms. Doygun monitors all of the securities transactions that each supervised person enters on behalf of the firm's clients as outlined in Item 13 of RMA's brochure. All executed securities transactions are reviewed and confirmed against custodial information. In addition, Ms. Doygun monitors all employees' compliance and adherence to the firm's Statement of Policies and Procedures. Ms. Doygun's telephone number is 415-421-0500 x4. 5