10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to
	Commission file number 0-17660

METRIC PARTNERS
GROWTH SUITE INVESTORS, L.P.,

a California Limited Partnership
(Exact name of Registrant as specified in its charter)

CALIFORNIA	94-3050708
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 California Street San Francisco, California	94111-5415
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:	(415) 678-2000
	(800) 347-6707 in all states
Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	Limited Partnership Assignee Units

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No x

No market for the Limited Partnership Assignee Units exists and therefore a market value for such Units cannot be determined.

TABLE OF CONTENTS

PART I
	Item 1. Business.
	Item 2. Properties.
	Item 3. Legal Proceedings.
	Item 4. Submission of Matters to a Vote of Security Holders.
PART II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.
	Item 6. Selected Financial Data.
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	Item 7a. Quantitative and Qualitative Disclosures about Market Risk.
	Item 8. Financial Statements and Financial Statement Schedules.
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	Item 9A. Controls and Procedures.
PART III
	Item 10. Directors and Executive Officers of the Registrant.
	Item 11. Executive Compensation.
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	Item 13. Certain Relationships and Related Transactions.
	Item 14. Principal Accountant Fees and Services.
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
SIGNATURES
EXHIBIT 14.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

PART I

Item 1. Business.

Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (the “Partnership”), was organized in 1984 under the California Uniform Limited Partnership Act. On April 1, 1997, Metric Holdings, Inc. and Metric Realty Corp., the partners of the Managing General Partner, Metric Realty, were involved in certain corporate transactions. Pursuant to these transactions, (i) Metric Holdings, Inc. was merged into a newly-formed corporation known as SSR Realty Advisors, Inc. (“SSR Realty”), which became the managing partner of Metric Realty, and (ii) Metric Realty Corp. was merged into Metric Property Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of Metric Realty are now SSR Realty and Metric Property Management, Inc. After consummation of these transactions, both partners of Metric Realty continue to be wholly owned subsidiaries of Metropolitan Life Insurance Company, as were both partners prior to the occurrence of such transactions. The associate general partner of the Partnership is GHI Associates II, L.P., a California Limited Partnership. The general partner of GHI Associates II is Metric Realty and the limited partner is Prudential-Bache Properties, Inc.

The Partnership’s Registration Statement filed pursuant to the Securities Act of 1933 (No. 33-8610) was declared effective by the Securities and Exchange Commission on April 14, 1988. The Partnership marketed its securities pursuant to its Prospectus dated April 14, 1988, which was thereafter supplemented (hereinafter the “Prospectus”). This Prospectus was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933.

The principal business of the Partnership was to acquire, hold for investment, manage and ultimately sell all-suite, extended stay hotels, which are operated under franchise licenses from Residence Inn by Marriott, Inc. The Partnership is a “closed” limited partnership real estate syndicate. For a further description of the Partnership’s historical business, see the sections entitled “Risk Factors” and “Investment Objectives and Policies” in the Prospectus.

Beginning in April 1988, the Partnership offered $60,000,000 in Limited Partnership Assignee Units. The offering was closed on June 30, 1989, with total funding of $59,932,000. The net proceeds of the offering were used to purchase ten hotel properties, which are described in Item 2. The acquisition activities of the Partnership were completed on March 16, 1990, with the purchase of the Residence Inn — Altamonte Springs. From that time through 1999, the principal activity of the Partnership was managing its portfolio. As the Partnership’s long-term goal was to ultimately liquidate the portfolio, the markets where the hotels were located were monitored on an ongoing basis for potential sales opportunities. The Partnership entered into a purchase and sale agreement for the Residence Inn-Atlanta (Perimeter West) with an unaffiliated buyer and sold the property on October 3, 1995. In 1997, the Partnership marketed eight of the nine remaining hotels for sale, and on December 30, 1997, the hotels were sold to an unaffiliated buyer. The Partnership’s last property, the Residence Inn – Nashville, was sold through foreclosure on June 18, 1999, as further described in Part II, Item 7.

Environmental site assessments were performed for each of the properties at the time of property acquisition. No material adverse environmental conditions or liabilities were identified at that time, nor were any identified during due diligence conducted in conjunction with the sale of the Partnership’s hotels. In no case has the Partnership received notice that it is a potentially responsible party with respect to an environmental clean-up site.

Since 1999, the Partnership has conducted no business operations. From that date through the present, it has been holding funds derived principally from property sales for distribution to unit holders once all pending litigation is resolved. See Item 3. Legal Proceedings.

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Item 2. Properties.

The following is a description of the hotel properties that the Partnership owned and the respective date of sale of those properties:

Name and Location	Rooms		Date of Purchase		Date of Sale
Residence Inn-Ontario 2025 East D Street, Ontario, California		200		04/88		12/97
Residence Inn-Fort Wayne 4919 Lima Road, Fort Wayne, Indiana		80		06/88		12/97
Residence Inn-Columbus East 2084 South Hamilton Road, Columbus, Ohio		80		06/88		12/97
Residence Inn-Indianapolis 3553 Founders Road, Indianapolis, Indiana		88		06/88		12/97
Residence Inn-Lexington 1080 Newtown Pike, Lexington, Kentucky		80		06/88		12/97
Residence Inn-Louisville 120 North Hurtsbourne Lane, Louisville, Kentucky		96		06/88		12/97
Residence Inn-Winston-Salem 7835 North Point Blvd., Winston-Salem, North Carolina		88		06/88		12/97
Residence Inn-Nashville 2300 Elm Hill Pike, Nashville, Tennessee		168		05/89		6/99	*
Residence Inn-Atlanta (Perimeter West) 6096 Barfield Road, Atlanta, Georgia		128		10/89		10/95
Residence Inn-Altamonte Springs 270 Douglas Avenue, Altamonte Springs, Florida		128		03/90		12/97

* Date of foreclosure.

Item 3. Legal Proceedings.

The Partnership is a party to the following material pending legal proceedings:

Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson Group, et al., San Francisco County Superior Court, Case No. 928065.

Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P., et al., Circuit Court, State of Wisconsin, Case No. 94CV001212.

Orlando Residence, Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for Davidson County, in Nashville, Tennessee, Case No. 94-1911-I.

Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300 Elm Hill Pike, Inc., Orlando Residence, Ltd., and LaSalle National Bank, as trustee under that certain pooling and servicing agreement, dated July 11, 1995, for the holders of the WHP Commercial Mortgage Pass Through Certificates, Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County, in Nashville, Tennessee, Case No. 96-1405-III.

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GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court, Case No. CGC-02-403301.

The following lawsuit was terminated in the fourth quarter of 2003:

Metric Partner Growth Suite Investors, L.P. vs. Kenneth E. Nelson, United States District Court for the Northern District of California, Case No. C 03-2523 CRB.

For information regarding these lawsuits, see Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8, Note 4 to the Financial Statements.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2003.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

The Limited Partnership Assignee Unit holders are entitled to certain distributions as provided in the Partnership Agreement. From inception through September 7, 1999, Assignee Unit holders have received distributions from operations and sales ranging from $696 — $789 for each $1,000 limited partnership assignee Unit, inclusive of $395 from sales proceeds. No market for Limited Partnership Assignee Units exists, nor is one expected to develop.

As of December 31, 2003, the number of holders of Limited Partnership Assignee Units was as follows:

Title of Class	Number of Record Holders
Limited Partnership Assignee Units		4,027

4

Item 6. Selected Financial Data.

The following represents selected financial data for Metric Partners Growth Suite Investors, L.P., a California Limited Partnership, for each of the five years in the period ended December 31, 2003. The data should be read in conjunction with the Financial Statements included elsewhere herein.

	For the Years Ended
	December 31,
	2003(2)			2002			2001		2000		1999
	(amounts in thousands except per unit data)
Total Revenues	$	599		$	123		$	294	$	447	$	2,566
Net (Loss) Income:
(Loss) Income Before Gain on Sale or Loss on Foreclosure of Properties	$	(14	)	$	(328	)	$	51	$	174	$	474
Gain (Loss) on Foreclosure of Property		—			—			—		410		(340	)
Gain on Sale of Properties		—			—			—		—		—
Net (Loss) Income	$	(14	)	$	(328	)	$	51	$	584	$	134
Net (Loss) Income per Limited Partnership Assignee Unit(1):
(Loss) Income Before Gain on Sale or Loss on Foreclosure of Properties	$	—		$	(5	)	$	1	$	3	$	15
Gain (Loss) of Foreclosure of Property		—			—			—		7		—
Gain on Sale of Properties		—			—			—		—		—
Net (Loss) Income per Limited Partnership Assignee Unit	$	—		$	(5	)	$	1	$	10	$	15
Total Assets	$	6,952		$	6,987		$	7,302	$	7,281	$	7,374
Long Term Obligations:
Notes Payable	$	—		$	—		$	—	$	—	$	—
Cash Distributions per Limited Partnership Assignee Unit	$	—		$	—		$	—	$	—	$	85

(1)	$1,000 original contribution per limited partnership assignee Unit based on 59,919 limited partnership Assignee Units outstanding during the period.
(2)	See discussion in Item 7 regarding future results of operations.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This Item should be read in conjunction with Financial Statements contained elsewhere in this Report.

Results of Operations

2003 Compared to 2002

Net loss in 2003 was $14,000 as compared to a net loss of $328,000 in 2002. Revenues in 2003 were $599,000, composed primarily of $525,000 received as the result of a settlement of a lawsuit in the second quarter and $74,000 of interest income, as compared to revenue of $123,000 in 2002, consisting primarily of interest income. The decline in interest income in 2003 was experienced because of dramatically decreased interest rates in 2003.

5

Expenses in 2003 were $613,000, composed primarily of legal expenses of $445,000 related to the Partnership’s legal proceedings, a proposed amendment of the Partnership Agreement, and certain tender offers for Partnership units and $130,000 for investor services related to such proposed amendment and tender offers. These expenses compare with $451,000 of expenses in 2002, which included $326,000 of legal expenses primarily related to legal proceedings and certain actual and threatened tender offers and $88,000 of investor services expenses primarily related to such tender offers.

2002 Compared to 2001

Net loss in 2002 was $328,000 as compared to net income of $51,000 in 2001. Revenues in 2002 were $123,000, composed almost entirely of interest income, as compared to revenues of $294,000 in 2001, also consisting principally of interest income. The decreased interest income in 2002 reflects a decline in interest rates during this period.

Expenses in 2002 were $451,000, consisting of $326,000 in legal costs, primarily related to the Partnership’s legal proceedings, advice regarding a possible amendment of the Partnership Agreement and certain actual and threatened tender offers for Partnership units, and $88,000 of investor services primarily related to such tender offers. These expenses compare with $243,000 of expenses in 2001, which included $63,000 of legal expenses primarily related to the Partnership’s legal proceedings, $64,000 of investor services costs and $79,000 of receivable write-offs related to uncollectible escrow deposits in related to a hotel property managed by the Partnership. The increased expenses in 2002 reflect preparation for a trial in one of the Partnership’s lawsuits and increased tender offer activity in 2002.

Off-Balance Sheet Obligations

The Partnership has no off-balance sheet obligations to which it is a party.

6

Partnership Liquidity and Capital Resources

Introduction

As presented in the 2003 Statement of Cash Flows, cash used by operating activities related principally to legal fees associated with ongoing litigation and legal fees and investor services costs related to a proposed amendment of the Partnership Agreement and certain tender offers for Partnership units. Other income included $525,000 received as a result of the settlement of litigation initiated by the Partnership. Interest income was earned on cash balances related to court-ordered reserves to be held until the resolution of litigation with third parties. The Partnership considers investments (primarily commercial paper) with an original maturity date of less than three months at the time of purchase to be cash equivalents. There were no cash equivalents at December 31, 2003.

As presented in the 2002 Statement of Cash Flows, cash used by operating activities related principally to legal fees associated with ongoing litigation, a possible amendment of the Partnership Agreement and certain actual and threatened tender offers for Partnership units and investor services costs related to certain tender offers for Partnership units. Interest income was earned on cash balances related to court-ordered reserves to be held until the resolution of litigation with third parties. The Partnership considers investments (primarily commercial paper) with an original maturity date of less than three months at the time of purchase to be cash equivalents. There were no cash equivalents at December 31, 2002.

At December 31, 2003, the Partnership’s assets consisted of cash and restricted cash of $1,952,000 and $5,000,000, respectively. These amounts are available to provide for the ultimate resolution of the matters discussed below. Additionally, it is expected that the general partners will be required to recontribute all or a portion of the cumulative amounts received in distributions of approximately $914,000. This amount would also be available as a capital resource to provide for the capital needs of the Partnership. As further discussed below, the Partnership is involved in several litigation matters in connection with its former properties, which are still ongoing.

The former management company at the Residence Inn-Ontario, which is controlled by Kenneth E. Nelson (“Nelson”), defaulted on certain obligations under the management agreement for such hotel. In 1991, the Partnership terminated the management agreement and initiated legal proceedings against the former management company. The management company withheld $194,000 from property funds in unauthorized management fees prior to relinquishing management of the property. The $194,000 was treated as a receivable in the Partnership’s Financial Statements until 1996 when it was written off. As discussed in Note 4 to the Financial Statements, in March 1993 the parties verbally agreed to settle the lawsuit (the “SF Settlement”); however, difficulties arose in consummating the settlement. After a hearing in May 1994, the Court ruled in June that in the settlement the Partnership had agreed to purchase the land underlying the Residence Inn-Nashville (the “Land”) from Nashville Lodging Company (“NLC”), an affiliate of Nelson, subject to a lis pendens on the Land.

Following this ruling, the Partnership attempted to negotiate and enter into a settlement agreement and a land purchase agreement and related agreements (the “Settlement Documents”) among itself and Nelson and NLC and another Nelson entity, 2300 Elm Hill Pike, Inc. (“2300”). These parties were not able to reach agreement on all issues relating to the Settlement Documents.

In May 1991, legal proceedings were initiated against the Partnership and others by Orlando Residence Ltd., (“Orlando”), holder of a promissory note issued by a previous owner of the Residence Inn-Nashville (the “Hotel”). Orlando claimed the sale of the Hotel to the Partnership by NLC was intended to defraud, hinder and delay Orlando’s recovery of the amount owed to it. The Partnership obtained a summary judgement dismissing the case against it on September 15, 1993.

In July 1994, the Court in the case filed by Orlando ruled that the Hotel had been fraudulently conveyed to NLC by 2300 in 1986 and voided the conveyance. Judgements totaling more than $1,350,000 were subsequently entered by this Court against Nelson, NLC and 2300. Based on this judgement, Orlando purchased the Land at a judicial sale and became the landlord under the Lease. This judgement was reversed in December 1996 and NLC asked the Court to return ownership of the Land to it. However, the Court denied NLC’s request.

In another action in Nashville, Tennessee, 2300 and NLC alleged that the Partnership refused to purchase the Land as required by the SF Settlement and demanded indemnification for all costs and losses of 2300 and NLC relating to Orlando’s claims. In February 1996, the Court in this action granted a motion filed by 2300 and NLC for partial

7

summary judgement, ruling that the Partnership had breached the SF Settlement. In February 1998, the Court enjoined the Partnership from conveying, transferring, or otherwise disposing of its cash to any extent which would leave less than $5 million available for payment of any judgment awarded to 2300 and NLC. In September 2002, the parties signed and the Court entered an agreed final order under which 2300 and NLC waived their sole remaining claims, and in effect received a final judgment of no damages. This judgment has been appealed by 2300 and NLC to the Tennessee Court of Appeals. In connection with this appeal, the Partnership may also seek reversal of the lower Court ruling that the Partnership breached the SF Settlement. The parties have filed initial and reply briefs with the Tennessee Court of Appeals and oral argument was held on January 8, 2004. The Court of Appeals has made no ruling as of the date hereof.

In addition, in January 2001, GP Credit Co., LLC filed a purported class action against the Partnership and Metric Realty, SSR Realty Advisors, Inc. (“SSR”) and certain of SSR’s affiliates and current and former employees (collectively, the “SSR Parties”) and a class of all limited partners of the Partnership (the “LPs”) alleging, among other things, that the SSR Parties fraudulently caused GSI to distribute $16.8 million to the LPs. No party has taken any material actions in this case and it remains pending.

In May 2003, Nelson filed with the SEC and disseminated a tender offer for a majority of the Partnership’s units and for consent solicitations. In response, Metric Realty filed a schedule 14D-9 Statement with the SEC and the Partnership filed a lawsuit to enjoin Nelson’s proposals. The Court issued in June 2003 a temporary restraining order halting the tender offer and consent solicitations. Nelson’s tender offer expired on October 31, 2003, and in December 2003, the Court permanently enjoined Nelson from soliciting consents from the Partnership unit holders in connection with matters for which either a meeting or vote without a meeting has not been duly called by Metric Realty.

See Item 8, Note 4 to the Financial Statements for more information about the foregoing and other related proceedings.

On June 18, 1999, the Hotel, its contents and the land on which it is located, which was under lease to the Partnership, were sold through foreclosure. Certain difficulties arose in the course of and as a result of the foreclosure with respect to the foreclosure proceedings, the allocation of net proceeds of the personal property of the Hotel, and ownership of the net current assets held by Marriott on behalf of the Partnership from the operations of the Hotel to the date of foreclosure. In addition, while the Partnership believed that the ground lease associated with the property would be terminated in the event of a foreclosure, it was unclear which party was entitled to receipt of deferred ground rents (including accrued interest thereon) owed by the Partnership at the time of foreclosure. The issues were settled in February 2000 as described in Note 4 to the Financial Statements.

Subsequent to the foreclosure, Marriott issued a notice requiring the Partnership to pay a $1,415,000 termination fee computed as per the management agreement, plus certain employee costs not specified in the amount. However, Marriott and the lender subsequently entered into a management agreement for Marriott’s continued management of the property and Marriott has verbally acknowledged that a termination fee is not due.

As a result of certain provisions of the Partnership’s amended and restated limited partnership agreement (the “LPA”), the Managing General Partner may not process transfers of Units which, when combined with prior transfers during any calendar year, would exceed in the aggregate 5% of the number of units then outstanding. Transfers that are exempt from the above restrictions include transfers at death; transfers between siblings, spouses, ancestors, or lineal descendants; and distributions from qualified retirement plans.

In February 2003, the Managing General Partner sent to all holders of Units of record as of February 1, 2003 a solicitation statement (the “Solicitation Statement”) seeking Unit holder approval of a proposed amendment of the LPA (the “Amendment”). The Amendment would have eliminated certain prohibitions of transfers of Units (the “Prohibitions”) that now prevent the Managing General Partner from processing transfers of more than 5% of the Units in any calendar year and of more than 50% of the Units over any 12-month period. Based on a tax opinion received from counsel and other considerations described in the Solicitation Statement, the Managing General Partner concluded that it would be in the best interest of the Unit holders for the LPA to be amended to remove the Prohibitions. In order for the Amendment to become effective, it had to be approved by the holders of more than 50% of the total outstanding Units by no later than May 8, 2003. As of that date, holders of 37% of the outstanding Units had submitted written consents approving the Amendment, which was insufficient to make the Amendment effective.

8

Conclusion

In view of the uncertainties in connection with the litigation relating to the Hotel (as described in Note 4 to the Financial Statements) and the distributions the General Partners will be obligated to return to the Partnership prior to its liquidation, the Partnership no longer provides an estimated net asset value per Assignee Unit. However, the Partnership is aware that some resale transactions of Units have taken place in the informal secondary market. In this informal market, transactions may or may not take place in any given time period and occur at a price negotiated between the buyer and seller. The Partnership has no knowledge concerning how a particular price may be determined. Resale transactions of 848 units, or 1.42% of the total outstanding Units were recorded on the books of the Partnership’s transfer agent between January 1, 2003 and December 31, 2003, reflecting prices ranging from $20 to $90 per Unit, with a simple average price of $47.28. The Partnership’s knowledge of these transactions is based solely on the books and records of its Transfer Agent.

As discussed in Item 8, Note 1 to the Financial Statements, there is substantial doubt regarding the Partnership’s ability to continue as a going concern. The Partnership does not expect to receive any significant cash flow through December 31, 2004.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

9

Item 8. Financial Statements and Financial Statement Schedules.

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

TABLE OF CONTENTS

	Page
Report of Independent Auditors		11
Financial Statements:
Balance Sheets at December 31, 2003 and 2002		12
Statements of Operations for the Years ended December 31, 2003, 2002 and 2001		13
Statements of Partners’ Equity (Deficiency) for the Years ended December 31, 2003, 2002 and 2001		14
Statements of Cash Flows for the Years ended December 31, 2003, 2002 and 2001		15
Notes to Financial Statements		16

     Financial Statements and financial statement schedules not included have been omitted because of the absence of conditions under which they are required or because the information is included elsewhere in the Financial Statements.

10

REPORT OF INDEPENDENT AUDITORS

Metric Partners Growth Suite Investors, L.P., a California Limited Partnership:

We have audited the accompanying balance sheets of Metric Partners Growth Suite Investors, L.P., a California Limited Partnership, (the “Partnership”) as of December 31, 2003 and 2002, and the related statements of operations, partners’ equity (deficiency) and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all material respects, the financial position of Metric Partners Growth Suite Investors, L.P. at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

The financial statements have been prepared assuming that the Partnership will continue as a going concern. As more fully described in Note 4, the Partnership is subject to ongoing litigation. The uncertainties relating to this litigation raise substantial doubt about the Partnership’s ability to continue as a going concern. Management’s plans in regard to this litigation are also described in Note 4. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classifications of liabilities that may result from the outcomes of these uncertainties.

Ernst & Young LLP

New York, New York
February 10, 2004

See notes to financial statements.

11

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

BALANCE SHEETS

ASSETS	December 31, 2003			December 31, 2002
CASH AND CASH EQUIVALENTS	$	1,952,000		$	1,987,000
RESTRICTED CASH		5,000,000			5,000,000
TOTAL ASSETS	$	6,952,000		$	6,987,000
LIABILITIES AND PARTNERS’ EQUITY
OTHER LIABILITIES	$	23,000		$	44,000
COMMITMENTS AND CONTINGENCIES
PARTNERS’ EQUITY (DEFICIENCY):
GENERAL PARTNERS		(914,000	)		(914,000	)
LIMITED PARTNERS (59,919 units outstanding).		7,843,000			7,857,000
TOTAL PARTNERS’ EQUITY		6,929,000			6,943,000
TOTAL LIABILITIES AND PARTNERS’ EQUITY	$	6,952,000		$	6,987,000

See notes to financial statements.

12

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership

STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003, 2002 and 2001

	2003			2002			2001
REVENUES
Interest and other	$	599,000		$	123,000		$	294,000
Total revenues		599,000			123,000			294,000
EXPENSE
Interest		—			—			—
General and administrative (Including $22,000 paid to the managing general partner and affiliates in 2003, 2002 and 2001, respectively)		613,000			451,000			243,000
Total expenses		613,000			451,000			243,000
NET (LOSS) INCOME	$	(14,000	)	$	(328,000	)	$	51,000
NET (LOSS) INCOME PER LIMITED PARTNERSHIP ASSIGNEE UNIT:
NET (LOSS) INCOME	$	—		$	(5	)	$	—
CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP ASIGNEE UNIT	$	—		$	—		$	—

See notes to financial statements.

13

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

STATEMENTS OF PARTNERS’ EQUITY (DEFICIENCY)
For the Years Ended December 31, 2003, 2002 and 2001

	General			Limited
	Partner			Partners			Total
BALANCE, DECEMBER 31, 2000	$	(914,000	)	$	8,134,000		$	7,220,000
Net Income		—			51,000			51,000
BALANCE, DECEMBER 31, 2001		(914,000	)		8,185,000			7,271,000
Net Income		—			(328,000	)		(328,000	)
BALANCE, DECEMBER 31, 2002		(914,000	)		7,857,000			6,943,000
Net Loss		—			(14,000	)		(14,000	)
BALANCE, DECEMBER 31, 2003	$	(914,000	)	$	7,843,000		$	6,929,000

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
A California Limited Partnership

STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003, 2002 and 2001

	2003			2002			2001
OPERATING ACTIVITIES:
Net (loss) income	$	(14,000	)	$	(328,000	)	$	51,000
Adjustments to reconcile net (loss) income to net cash used by operating activities:
Changes in operating assets and liabilities:
Accounts receivable		—			—			214,000
Other liabilities		(21,000	)		13,000			(30,000	)
Net cash used by operating activities		(35,000	)		(315,000	)		235,000
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(35,000	)		(315,000	)		235,000
Cash and cash equivalents at beginning of year		1,987,000			2,302,000			2,067,000
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	1,952,000		$	1,987,000		$	2,302,000

See notes to financial statements.

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METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.,
a California Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2003

1. Organization and Summary of Significant Accounting Policies

Organization — Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (the “Partnership”), was organized under the laws of the State of California to acquire, hold for investment, manage, and ultimately sell, all-suite, extended stay hotels, which are a franchise of the Residence Inn, by Marriott, Inc. The Managing General Partner is Metric Realty, an Illinois general partnership. The Associate General Partner of the Partnership is GHI Associates II, L.P., a California Limited Partnership, of which Metric Realty is the general partner and Prudential-Bache Properties, Inc., a wholly owned subsidiary of Prudential Securities Group Inc., is the limited partner. Through March 31, 1997, Metric Realty was owned by Metric Holdings, Inc. and Metric Realty Corp. Metric Realty Corp. was the Managing Partner of Metric Realty. On April 1, 1997, Metric Holdings, Inc. and Metric Realty Corp., the partners of the Managing General Partner, Metric Realty, were involved in certain corporate transactions. Pursuant to these transactions, (i) Metric Holdings, Inc. was merged into a newly formed corporation known as SSR Realty Advisors, Inc. (“SSR Realty”), which became the managing partner of Metric Realty, and (ii) Metric Realty Corp. was merged into Metric Property Management, Inc., a subsidiary of SSR Realty. Accordingly, the partners of Metric Realty are now SSR Realty and Metric Property Management, Inc. After consummation of these transactions, both partners of Metric Realty continue to be wholly owned individual subsidiaries of Metropolitan Life Insurance Company, as were both partners prior to the occurrence of such transactions. The Partnership was organized on June 28, 1984, and commenced operations on April 14, 1988. Capital contributions of $59,932,000 ($1,000 per assignee Unit) were made by the limited partners.

Basis of Presentation — The financial statements of the Partnership have been prepared on the accrual basis of accounting in accordance with accounting principals generally accepted in the United States and assume that the Partnership will continue as a going concern. The Partnership is subject to ongoing litigation that is more fully described in Note 4. The uncertainties relating to this litigation create substantial doubt about the Partnership’s ability to continue as a going concern. Management intends to vigorously defend against this litigation. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classifications of liabilities that may result from the outcome of those uncertainties.

Fair Value of Financial Instruments — The carrying amounts of cash and cash equivalents, restricted cash and other liabilities, due to the short nature of such items, approximate their fair value.

Use of Estimates — The preparation of the Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents — The Partnership considers all highly liquid investments, primarily commercial paper, with an original maturity date of three months or less at the time of purchase to be cash equivalents.

Restricted Cash — The $5,000,000 balance at December 31, 2003, and 2002 is the amount which (as discussed in Note 4) the Court enjoined the Partnership from conveying, transferring, or otherwise disposing of.

Credit Risk — Financial instruments, which potentially subject the Partnership to concentrations of credit risk, include cash and cash equivalents and restricted cash. The Partnership places its cash deposits and temporary cash investments with creditworthy, high-quality financial institutions. The concentration of such cash deposits and temporary cash investments is not deemed to create a significant risk to the Partnership.

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Gain on Sale of Properties — Sales are generally recorded at the close of escrow or after title has been transferred to buyer and after appropriate payments have been received and other criteria for gain recognition have been met.

Marketing — Marketing costs were expensed as incurred.

Net (Loss) Income Per Limited Partnership Assignee Unit — Net (loss) income per limited partnership assignee Unit is computed by dividing net income allocated to the limited partners by 59,919 assignee Units.

Income Taxes — No provision for Federal and state income taxes has been made in the Financial Statements because income taxes are the obligation of the partners.

Revenue Recognition — Income (principally interest on cash and cash equivalents) is recognized when earned.

2. Transactions with the Managing General Partner and Affiliates

In accordance with the Partnership agreement, the Partnership is charged by the Managing General Partner and affiliates for services provided to the Partnership. The amounts are as follows:

	2003		2002		2001
Partnership management charges	$	22,000	$	22,000	$	22,000

These charges for Partnership management consist of reimbursement of expenses incurred by the Managing General Partner and affiliates on behalf of the Partnership for partnership accounting, professional services and investor services and include an allocation of certain internal costs related to such services.

In accordance with the Partnership agreement, the general partners are allocated their two percent continuing interest in the Partnership’s net income or loss and cash distributions. In addition, in 1994 the general partners were allocated gross income of $245,000 in accordance with and calculated pursuant to the Partnership Agreement. However, beginning in 1995 and through 1998, due to the general partners’ equity account balance, the Partnership adjusted and limited the income allocation to the general partners to amounts equal to their two percent continuing interest in cash distributions. Pursuant to the Partnership Agreement, immediately prior to liquidation and if certain distribution levels to the limited partners are not met, the general partners may be obligated to return all or a portion of the cumulative amounts received in distributions. At December 31, 2003, such amount is approximately $914,000 and the Partnership believes circumstances will be such that the general partners will be required to re-contribute this amount.

The general partners were allocated taxable gain and loss in accordance with the Partnership Agreement.

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3. Asset To Be Disposed Of and Foreclosure of Property

At December 31, 1998, the Partnership’s remaining property, the Residence Inn – Nashville (the “Hotel”), was classified as an asset to be disposed of and an impairment provision, in the amount of $195,000, was recorded to reduce the carrying value to the estimated fair value less estimated disposal costs. The estimated fair value for this property was determined to be equivalent to the estimated principal balance on the non-recourse mortgage note payable at the expected date for the transfer of the property to the lender via deed in lieu of foreclosure or through foreclosure.

In deciding to sell or dispose of the property, the Partnership considered the deterioration of the Nashville market, in conjunction with the substantial capital improvements that would be required under the Marriott contract over the next several years and which would be necessary for the hotel to remain competitive.

On June 18, 1999, the improvements of the Hotel owned by the Partnership and the land on which it is located, which was under lease to the Partnership, were sold through foreclosure for $9,050,000, with net proceeds of approximately $450,000 after deduction of the outstanding principal and other costs. The Partnership incurred a loss of $340,000 as a result of the foreclosure. The purchaser was the holder of the mortgage note payable encumbering the Hotel (the “Lender”). The Partnership had been in default under the mortgage note payable since April 1998, when it did not pay the balloon mortgage payment due at that date. In the foreclosure sale, the lessor on the ground lease also bid for the property. The lessor filed suit against the foreclosure trustee, asserting that the trustee denied him his alleged right to redeem the property by paying the debt through the foreclosure. The suit was settled in a mediation meeting on February 29, 2000 as further discussed below.

With respect to the ground lease, on May 20, 1999, the lessor issued a letter notifying the Partnership that it had terminated the ground lease as the Partnership had defaulted under the terms of the mortgage note for the Hotel, thereby violating a term of the ground lease agreement. However, the Lender took the position that the ground lease was not terminated until June 18, 1999, when it was terminated as a result of the foreclosure.

On February 29, 2000, a mediation meeting was held for the purposes of settling the issues among the lender, the former lessor on the ground lease and the Partnership. At that meeting, the parties agreed to the terms of a settlement agreement (“Settlement”) that was subsequently signed in March 2000. The Settlement provided for (i) payment by the Partnership to the former lessor of the ground lease of the $655,000 deferred ground rent liability (including interest, which the Partnership earned on that amount until date of actual payment) and (ii) collection of $125,000 by the Partnership representing its share of proceeds from the sale of personal property. In addition, the parties agreed that the Partnership was entitled to operations to the date of foreclosure plus any cash and cash reserves held by Marriott pertaining to the Partnership’s ownership period to the date of foreclosure of the Hotel.

In March 2000 the Partnership paid $681,000 to the former lessor of the ground lease representing the $655,000 mentioned above plus interest earned on the $655,000 from date of foreclosure to date of payment. While the $655,000 was reflected in the outstanding liabilities at December 31, 1999, the $26,000 interest expense was recorded in the first quarter of 2000. Also in March, the Partnership received the $125,000 representing its proceeds from the sale of personal property. Of this amount, $10,000 had been reflected in the 1999 audited financial statements and the remaining $115,000 was recorded in the first quarter of 2000 as an adjustment to loss on foreclosure of property. The $115,000 was reduced by $10,000 to $105,000 due to an increase in the expected legal reimbursement due to Marriott pertaining to the new management agreement for Marriott’s continued management of the property subsequent to the foreclosure.

In September 2000, pursuant to an agreement with Marriott with respect to the Residence Inn – Nashville, the Partnership received $306,000. This was recorded net of related expenses of $1,000 in the third quarter of 2000 as an adjustment to loss on foreclosure of property.

Subsequent to the foreclosure, Marriott issued a notice requiring the Partnership to pay a $1,415,000 termination fee, computed as per the management agreement, plus certain employee costs not specified in amount. However, Marriott and the Lender subsequently entered into a management agreement for Marriott’s continued management of the property and Marriott has verbally acknowledged that a termination fee is not due.

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4. Legal Proceedings

Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, The Nelson Group, et al., San Francisco County Superior Court, Case No. 928065 (the “SF Lawsuit”). [The lawsuits described below are related. Terms defined in the description of one case may be used in the description of the other cases.]

This lawsuit related to disputes in connection with management of the Partnership’s Residence Inn – Ontario by an entity controlled by Kenneth E. Nelson (“Nelson”) from April 1988 to February 1991. In March 1993, the Partnership and Nelson verbally agreed to settle the SF Lawsuit at a settlement conference (the “SF Settlement”), whereby the Partnership would purchase, at a discount, the land (the “Land”) underlying the Hotel then leased by the Partnership from Nashville Lodging Company (“NLC”), an entity controlled by Nelson. Various disagreements between the Partnership and Nelson regarding the SF Settlement arose after March 1993, and documents to effectuate the SF Settlement were never executed. This action is no longer active.

Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P. et al., Circuit Court, State of Wisconsin, Case No. 94CV001212.

In February 1994, NLC served this lawsuit on the Partnership. NLC alleges fraud, breach of settlement contract and breach of good faith and fair dealing and seeks compensatory, punitive and exemplary damages in an unspecified amount for the Partnership’s failure to consummate the SF Settlement. In February 1994, the Partnership filed an answer and requested that the Court stay the action pending resolution of the SF Lawsuit including all appeals. The Court refused to stay the action and discovery commenced. In February 1995, the Court determined that the Partnership could be sued in Wisconsin but stayed the case until the settlement of the SF Lawsuit has been finalized.

Orlando Residence Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P., Chancery Court for Davidson County, in Nashville, Tennessee, Case No. 94-1911-I (“Nashville Case I”).

Orlando Residence Inn Ltd. (“Orlando”) filed this action against 2300 Elm Hill Pike, Inc. (“2300”) and NLC in the Davidson County Chancery Court to attempt to execute a judgment against Nelson, NLC and 2300 in another action in Chancery Court by subjecting the Land to sale. In May 1995, 2300 and NLC (“TP Plaintiffs”) filed a third-party complaint against the Partnership, alleging it had refused to purchase the Land as required by the SF Settlement. TP Plaintiffs demanded payment by the Partnership of 2300 and NLC’s costs of defending the case in which the judgment that Orlando was attempting to enforce had been obtained and indemnification for any loss resulting from the claims of Orlando, among other claims of damage.

In February 1996, the Court granted a motion filed by TP Plaintiffs for partial summary judgment, ruling that the Partnership had breached the SF Settlement. The Partnership does not believe it breached the SF Settlement.

In late October 1997, TP Plaintiffs filed a motion for an injunction to prohibit the Partnership from distributing proceeds from the sale of the Residence Inns owned by the Partnership, pending a final judgment in this case. A hearing on this motion was held in February 1998 and the Court enjoined the Partnership from conveying, transferring, distributing or otherwise disposing of its cash to any extent which would leave less than $5 million available for payment of any judgment obtained by TP Plaintiffs.

TP Plaintiffs filed an amended complaint against the Partnership in April 1998, asserting, among other things, a bad faith breach of contract by the Partnership. In May 1998, the Court granted a motion by the Partnership to dismiss these bad faith allegations and to dismiss certain claims for specific damages made by TP Plaintiffs, including attorneys’ fees and the value of Nelson’s time relating to efforts to enforce the SF Settlement.

In late October 1998, TP Plaintiffs filed a second amended complaint, asserting that a certain 1989 three-party agreement among NLC, the Partnership and the holder of a mortgage on the Hotel and the Land entitles TP Plaintiffs to obtain judgment for, among other things, the cost, including attorney’s fees, of this action and of Nelson’s time and efforts on behalf of NLC in this action. In November 1998, the Court granted a motion filed by the Partnership, dismissing the claim of TP Plaintiffs to recover for the value of Nelson’s time and efforts on behalf of NLC in this and related litigation.

In December 1998, the Court granted a motion for partial summary judgment filed by the Partnership, dismissing most of the remaining damage claims of TP Plaintiffs, including claims for indemnification for any loss resulting from the claims of Orlando. After these claims were dismissed, TP Plaintiffs amended their damage claim to seek to recover the alleged differential between the price that the Partnership agreed to pay for the Land and its alleged fair market value. The

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amount of this claim was approximately $1.6 million. In addition, TP Plaintiffs sought to recover attorneys’ fees to enforce the SF Settlement.

In November 1999, the Partnership filed a motion for summary judgment seeking dismissal of TP Plaintiffs’ claim for attorneys’ fees. This motion was granted by the Court on February 25, 2000.

On December 21, 2000, the TP Plaintiffs filed a motion requesting that the Court reconsider its order of December 1998, granting partial summary judgment to the Partnership. This motion was denied by the Court on January 26, 2001.

The trial of the claim of the TP Plaintiffs remaining in this case, scheduled for December 17, 2001, was postponed to February 11, 2002. Trial did start on this date, but on February 13, 2002, the Judge declared a mistrial as a result of events unrelated to this action. A new trial was scheduled for September 16, 2002.

On April 5, 2002, TP Plaintiffs filed a motion for leave to amend their complaint to allege damages resulting from alleged interference by the Partnership with NLC’s efforts to sell the Land and to compute NLC’s “benefit of bargain” damages as of the date of the trial, rather than the date of the breach of the SF Settlement. On May 3, 2002 the Partnership filed a response to the motion denying the allegations of the proposed amendment and seeking a ruling barring the filing of the amended complaint. The Court denied the motion on May 29, 2002.

On September 3, 2002, the TP Plaintiffs and the Partnership signed and the Court entered an agreed final order under which the TP Plaintiffs waived their sole remaining damage claims. All other damage claims asserted by the TP Plaintiffs in the case had been dismissed by prior orders of the Court. The effect of the order is a final judgment of no damages for the TP Plaintiffs. The agreed final order was proposed by the TP Plaintiffs, who have filed a notice of appeal of the final judgment with the Tennessee Court of the Appeals. In connection with this appeal, the Partnership will seek to have the judgment upheld, but if the Court of Appeals should determine to overturn any of the lower Court rulings in favor of the Partnership and remand the case to the lower Court, the Partnership will also seek reversal of the lower court ruling that the Partnership breached the SF Settlement. The parties have filed initial and reply briefs with the Tennessee Court of Appeals and oral argument was held on January 8, 2004. The Court of Appeals has made no ruling as of the date hereof.

Metric Partners Growth Suite Investors, L.P., vs. Nashville Lodging Co., 2300 Elm Hill Pike, Inc., Orlando Residence Ltd., and LaSalle National Bank, as trustee under that certain pooling and servicing agreement, dated July 11, 1995 for the holders of the WHP Commercial Mortgage Pass Through Certificates, Series 1995C1 and Robert Holland, Trustee, Chancery Court for Davidson County, in Nashville, Tennessee, Case No. 96-1405-III (“Nashville Case II”).

The Partnership filed this action on May 3, 1996 to obtain, among other things, a judicial determination of the rights and obligations of the Partnership and NLC under the senior mortgage on the Hotel (“Senior Mortgage”), a note held by NLC “wrapped around” the Senior Mortgage (the “Wrap Note”) and the Lease as a consequence of the Partnership’s cure of certain defaults by NLC under the Senior Mortgage. The Partnership believed that as a result of such a cure, it became the direct obligor to the lender under the Senior Mortgage and that the Wrap Note had been satisfied and the payments due under Lease reduced by $50,000 per year.

NLC and 2300 filed an answer in June, together with a counterclaim against the Partnership. NLC and 2300 claimed damages from the Partnership and asked the Court to permit acceleration of the Wrap Note and termination of the Lease. In July 1996, the Partnership filed a motion for summary judgment in this case, asking that the Court award the relief sought by it and that the Court dismiss the counterclaim of NLC and 2300. At a hearing on this motion held in August 1996 the Court granted the Partnership’s motion. The defendants appealed all judgments for the Partnership in this case. The Partnership and the defendants agreed on an attorneys’ fee award to the Partnership of $60,000, but no payment was expected until the defendants’ appeal is resolved. Oral arguments regarding this appeal were held in July 1998, and in September 1998 the appellate court affirmed the judgments for the Partnership. Defendants moved for rehearing, which was denied in early October 1998. Defendants then filed an application with the Tennessee Supreme Court for permission to appeal the appellate court decision. This application was denied by the Tennessee Supreme Court in early March 1999. Subsequently, Defendants petitioned the Tennessee Supreme Court to reconsider its denial. This petition was denied by the Tennessee Supreme Court on May 10, 1999. The Partnership’s $60,000 attorneys’ fee award is now due and owing by the defendants.

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GP Credit Co., LLC vs. Metric Partners Growth Suite Investors, L.P., Metric Realty, SSR Realty Advisors, Inc. et al, San Francisco County Superior Court, Case No. CGC-02-403301.

On January 10, 2001, GP Credit Co., LLC (“GP”) filed this purported class action against the Partnership and Metric Realty, SSR Realty Advisors, Inc. (“SSR”) and certain of SSR’s affiliates and current and former employees (collectively, the “SSR Parties”) and a class of all limited partners of the Partnership (the “LPs”) alleging, among other things, that the SSR Parties fraudulently caused GSI to distribute $16.8 million to the LPs. GP, which claims to have purchased a claim owned by NLC, is demanding general and punitive damages against the Partnership and the SSR Parties and damages from the LPs with regard to the portion of this $16.8 million distribution received by each LP. Process was served on all non-LP defendants in March and April 2002 and answers have been filed on behalf of all non-LP defendants. A Court status conference is set for August 27, 2004.

Metric Partners Growth Suite Investors, L.P. vs. Kenneth E. Nelson, United States District Court for the Northern District of California, Case No. C 03-2523 CRB

On May 14, 2003 Nelson filed with the SEC and disseminated to each of the Partnership’s Unit holders a tender offer for a majority of the Metric units at $86 per unit and four consent solicitations, the approval of all of which were a precondition to Nelson’s tender offer. These conditions were (1) an amendment to the Partnership’s limited partnership agreement (the “Partnership Agreement”) that would allow a purchaser to acquire control of the Partnership; (2) removal of Metric Realty and affiliates as general partners; (3) election of Nelson as the sole general partner; and (4) settlement of pending litigation between Nelson, NLC, GP, LLC and the Partnership by entry of a judgment in favor of GP against the Partnership for $10 million, of which $4 million was to be immediately paid to GP.

In response, Metric Realty filed a Schedule 14D-9 Statement with the SEC on May 28, 2003 recommending that the Unit holders reject Nelson’s tender offer and consent solicitations. Also, the Partnership filed on May 28, 2003 this lawsuit seeking to enjoin Nelson’s proposals on the principal legal grounds that Nelson’s tender offer and consent solicitations violated the procedural and substantive provisions of the Partnership Agreement, his disclosure materials contained misrepresentations and material omissions and his takeover plan would violate his fiduciary duty and aid and abet a breach of fiduciary duty by Partnership Unit holders.

On June 27, 2003, the Court issued a temporary restraining order halting Nelson’s proceeding with his tender offer and consent solicitations except that he was allowed to attempt to convene a vote of the Unit holders in accordance with the Partnership Agreement. This order was converted to a preliminary injunction on August 5, 2003 pursuant to a Court Order stipulated to by the parties. Nelson’s tender offer expired by its terms on October 31, 2003. Once the tender offer had expired, the Partnership sought to convert the preliminary injunction into a final judgment. On December 12, 2003, the parties stipulated to and the Court entered a final judgment against Nelson, granting a permanent injunction preventing him from soliciting consents from the Partnership’s unit holders in connection with matters for which either a meeting or a vote without a meeting has not been called by Metric Realty in accordance with the Partnership Agreement.

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5. Reconciliation to Income Tax Method of Accounting

The differences between the method of accounting for income tax reporting and the accrual method of accounting used in the Financial Statements are as follows:

	2003			2002			2001
Net (loss) income — Financial Statements	$	(14,000	)	$	(328,000	)	$	51,000
Differences resulted from:
Other		—			—			—
Net (loss) income – income tax method	$	(14,000	)	$	(328,000	)	$	51,000
Taxable (loss) income per limited partnership assignee unit	$	0		$	(5	)	$	1
Net assets and liabilities — Financial Statements	$	6,929,000		$	6,943,000		$	7,302,000
Cumulative differences resulted from:
Other		—			—			—
Net assets and liabilities — income tax method	$	6,929,000		$	6,943,000		$	7,302,000

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6. Summarized Quarterly Financial Information (Unaudited)

The following represents selected financial data for the Partnership, for the two years ended December 31, 2003 and 2002. The data should be read in conjunction with the financial statements included elsewhere herein.

	For the Three Months Ended,
2003	March 31			June 30		September 30			December 31
Total Revenues	$	21,000		$	565,000	$	17,000		$	17,000
Total Expenses		46,000			216,000		350,000			46,000
Net (Loss) Income	$	(25,000	)	$	349,000	$	(333,000	)	$	(29,000	)
Net Income (Loss) per Limited Partnership Assignee Unit.	$	—		$	6	$	(6	)	$	—
Total Assets	$	6,937,000		$	7,307,000	$	6,978,000		$	6,952,000
Long Term Obligations:
Notes Payable:	$	—		$	—	$	—		$	—
Cash Distributions per Limited Partnership Assignee Unit	$	—		$	—	$	—		$	—

	For the Three Months Ended,
2002	March 31			June 30			September 30			December 31
Total Revenues	$	34,000		$	32,000		$	30,000		$	27,000
Total Expenses		107,000			96,000			107,000			141,000
Net (Loss):	$	(73,000	)	$	(64,000	)	$	(77,000	)	$	(114,000	)
Net (Loss) per Partnership Assignee Unit (1):
Net (Loss)	$	(1	)	$	(1	)	$	(1	)	$	(2	)
Total Assets	$	7,215,000		$	7,147,000		$	7,065,000		$	6,943,000
Long Term Obligations:
Notes Payable	$	—		$	—		$	—		$	—
Cash Distributions per Limited Partnership Assignee Unit	$	—		$	—		$	—		$	—

(1) $1,000 original contribution per limited partnership Assignee Unit based on 59,919 limited partnership Assignee Units outstanding during the period.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the fiscal year ended December 31, 2003, as required by paragraph (b) of Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Partnership carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer of Metric Realty, the Managing General Partner of the Partnership, of the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, such officers have concluded that, as of such date, the Partnership’s disclosure controls and procedures are effective in alerting them on a timely basis to information relating to the Partnership required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act.

(b) Changes in Internal Controls. There have not been any changes in the Partnership’s internal control over financial reporting that occurred during the Partnership’s quarter ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART III

Item 10. Directors and Executive Officers of the Registrant.

The Partnership has no directors or executive officers. For informational purposes only, the following are the names and additional information relating to the executive officers of Metric Realty, the Managing General Partner of the Partnership, and the directors and executive officers of SSR Realty Advisors, Inc. (“SSR Realty”), the managing partner of Metric Realty.

(a) Directors and Executive Officers

Fred Lieblich
Director and President, SSR Realty; Chief Executive Officer, Metric Realty

Mr. Lieblich age 42, has been President of SSR Realty, a subsidiary of MetLife, Inc., since July 2003 and Chief Executive Officer of Metric Realty since August 2003. Since 1984 Mr. Lieblich has served in various positions within MetLife’s and SSR Realty’s real estate investment operations. His experience includes research, acquisitions, financing, asset management and dispositions. In addition, he spent three years co-managing MetLife’s $11 billion general account equity portfolio. Mr. Lieblich received a B.S. from the University of Illinois and an M.B.A. from the University of Chicago. He is a member of the Editorial Board of the Journal of Real Estate Portfolio Management, the Board of Directors of the National Bureau of Real Estate Research, and a member of The National Council of Real Estate Investment Fiduciaries, The Pension Real Estate Association and The National Association of Real Estate Investment Managers.

Richard S. Davis
Chairman of the Board, SSR Realty

Mr. Davis, age 58, was elected to his position with SSR Realty in November 2000. He joined State Street Research & Management Company (“State Street”), a subsidiary of Metropolitan Life Insurance Company (“MetLife”), in November 2000, as Chairman of the Board, Chief Executive Officer and President. He also serves as President and CEO of SSRM Holdings, Inc. a wholly owned subsidiary of MetLife, which in turn serves as a holding company for several of MetLife’s investment management subsidiaries. Prior to joining State Street, Mr. Davis was Senior Vice President, Fixed Income Investments for MetLife, responsible for the firm’s $110 billion fixed income portfolio. Prior to this, Mr. Davis spent 8 years at J.P. Morgan Securities and J.P. Morgan Investment Management, where his responsibilities spanned from global fixed income sales management to client business, risk management and product development for the firm’s money management division. He previously held successive management positions for 19 years at First Boston Corporation, where he was ultimately responsible for leading sales, trading and research for all fixed income products. He holds a Bachelor’s degree from Georgetown University and a Master’s Degree in Business Administration from Columbia University.

William A. Finelli
Executive Managing Director and Chief Operating Officer, SSR Realty; Chief Financial Officer, Metric Realty

Mr. Finelli, age 46, has been Executive Managing Director and Chief Operating Officer of SSR Realty since July 2003 and Chief Financial Officer of Metric Realty since 1997. Prior to July 2003, he was Managing Director, Chief Financial Officer of SSR Realty or one of its predecessor companies since August 1995. He is responsible for managing the activities of the accounting, information technology, human resources, legal, investment analysis and valuation areas of SSR Realty. Before he joined SSR Realty, Mr. Finelli served from November 1983 as a financial executive of MBL. His last position with MBL was Vice President — Real Estate Accounting. Prior to his years at MBL, Mr. Finelli was with Ernst & Young, a public accounting firm. Mr. Finelli graduated from Rutgers University with a Bachelor’s Degree in Accounting in 1979 and is a Certified Public Accountant.

John Lombardo
Director, SSR Realty

Mr. Lombardo, age 50, serves as a Director of SSR and as Managing Director and Chief Financial Principal of State Street Research. He became a Director of SSR in June 2003. Mr. Lombardo joined State Street Research in July 2001. From 1976 to July 2001, he was Senior Vice President, Product and Financial Management of Metropolitan Property and

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Casualty Insurance Company, a property and casualty insurance company that is a subsidiary of MetLife, Inc. Mr. Lombardo received a B.A. from Brown University.

Herman H. Howerton
Managing Director and General Counsel, SSR Realty

Mr. Howerton, age 60, has served as General Counsel of SSR Realty or its predecessor companies since 1988. From 1984 to 1988, he was employed by Fox Capital Management Corporation (“FCMC”) in various legal positions. He was employed by Cushman & Wakefield in commercial leasing from 1983 to 1984. Prior to that, from 1972 to 1982, Mr. Howerton held various positions with Itel Corporation, including those of Vice President-Administration and Vice President, General Counsel and Secretary. He received a Bachelor of Arts Degree from California State University at Fresno in 1965 and a Juris Doctorate Degree from Harvard Law School in 1968. He is a member of the State Bar of California.

There are no family relationships between the Partnership’s directors or executive officers.

(b) Code of Ethics

SSR Realty, , the Managing Partner of the Managing General Partner of the Partnership, has adopted a Code of Ethics that applies to the Chief Executive Officer and Chief Financial Officer of the Managing General Partner. This Code of Ethics includes written standards intended to deter wrongdoing and to promote (i) honest and ethical conduct, (ii) compliance with applicable governmental laws, rules and regulations and (iii) accountability for adherence to the Code.

SSR Realty intends to revise its Code of Ethics to require expressly (i) full, fair accurate, timely and understandable disclosure in reports and documents it files on behalf of the Partnership with the SEC or in other public communication on behalf of the Partnership and (ii) the prompt internal reporting of violations of the Code.

(c) Audit Committee Financial Expert

As noted above, the Partnership has no executive officers or directors. SSR Realty, the managing partner of the Managing General Partner, manages the affairs and has general responsibility for the Partnership. As a result, the Partnership does not have an audit committee and must look to the Directors of SSR Realty, as fulfilling the role of the Partnership’s audit committee. The members of such audit committee have determined that the Partnership has at least one audit committee financial expert serving on its audit committee. William A. Finelli fulfills this role. As Mr. Finelli is employed by SSR Realty, the Managing Partner of the Managing General Partner of the Partnership, he is not independent as such term is used in Item 7(d)(3)(iv) of Schedule 14A as promulgated by the Securities and Exchange Commission

Item 11. Executive Compensation.

The Partnership does not pay or employ any directors or officers. Compensation to the directors and officers of SSR Realty, the managing partner of Metric Realty (the managing general partner of the Partnership), is paid by SSR Realty or its affiliates and is not related to the results of the Partnership.

The Partnership has not established any plans pursuant to which plan or non-plan compensation has been paid or distributed during the last fiscal year or is proposed to be paid or distributed in the future, nor has the Partnership issued or established any options or rights relating to the acquisition of its securities or any plan relating to such options or rights. However, included in the expense reimbursements made to the managing general partner or affiliates by the Partnership is an allocation for a portion of the compensation paid to personnel rendering asset management services to the Partnership

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of March 1, 2004, based on a review of filings made with the SEC with respect to the Partnership, no person or group of related persons is known to the Partnership to be the beneficial owner of more than five percent of the voting securities of the Partnership. Neither the Partnership’s Managing General Partner nor affiliates of the Partnership’s Managing General Partner have contributed capital to the Partnership.

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The Partnership is a limited partnership and has no officers or directors. The Managing General Partner has discretionary control over most of the decisions made by or for the Partnership in accordance with the terms of the Partnership Agreement. Each of the directors and officers of the managing partner of the Partnership’s Managing General Partner, and all of these individuals as a group, own less than one percent of the Partnership’s voting securities.

There are no arrangements known to the Partnership, the operations of which may, at a subsequent date, result in a change in control of the Partnership.

There are no equity compensation plans in existence for the Partnership.

Item 13. Certain Relationships and Related Transactions.

None; except that the Partnership in 2002 and 2003 paid and in 2004 will pay expense reimbursements to Metric Realty for services provided to the Partnership. See the Prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, which is incorporated by reference herein, and Note 2 to the Financial Statements in Item 8. All of the individuals listed in Item 10 above are officers and employees of and receive compensation from SSR Realty or an affiliate.

Item 14. Principal Accountant Fees and Services.

Independent Auditor Fee Information

Audit Fees

Fees for audit services were $7,665 in 2003 and $7,300 in 2002. These fees were associated with the annual audit and the reviews of the Partnership’s quarterly reports on Form 10-Q.

Tax Fees

Fees for tax compliance services were $7,500 in 2003 and $8,100 in 2002.

Disclosure of Pre-Approval Procedures

Metric Realty is the Partnership’s Managing General Partner. The Chief Financial Officer of Metric Realty, acting on behalf of the Board of Directors of SSR Realty, the managing partner of Metric Realty, approved the appointment of the independent auditor and its fees, including tax fees, for 2003. In March 2004, the Board of Directors ratified such approval by the Chief Financial Officer and established a pre-approval policy requiring the prior approval by the Board of the retention of an independent accountant to provide auditing and tax services for 2004 and subsequent periods. The independent auditor has full access to the senior management of Metric Realty.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)	1., 2. and 3. See Item 8 of Form 10-K for Financial Statements for the Partnership, Notes thereto, and Financial Statement Schedules. (A table of contents to Financial Statements and Financial Statement Schedules is included in Item 8 and incorporated herein by reference.)
(b)	No reports on Form 8-K were filed during the last quarter of the period covered by this Report.
(c)	List of Exhibits (numbered in accordance with Item 601 of Regulation S-K):

3.1 Amended and Restated Limited Partnership Agreement of the Partnership. Incorporated by reference to Post-Effective Amendment No. 3 to the Partnership’s Form S-11 Registration Statement filed with the Commission on July 14, 1989.

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4.1	Assignment Agreement among the Partnership, Metric Realty and Metric Assignor, Inc. on behalf of all holders of limited partnership assignee Units. Incorporated by reference to Post-Effective Amendment No. 3 to the Partnership’s Form S-11 Registration Statement filed with the Commission on July 14, 1989.
14.1	Code of Ethics of SSR Realty Advisors, Inc.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

REGISTRANT
METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership
By:	Metric Realty, an Illinois general partnership, its Managing General Partner
By:	/s/ Fred Lieblich
	Fred Lieblich Chief Executive Officer Metric Realty
Date:	March 19, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

By:	/s/ Fred Lieblich	By:	/s/ Richard S. Davis
	Fred Lieblich Director, SSR Realty Advisors, Inc. and Chief Executive Officer, Metric Realty (Chief Executive Officer)		Richard S. Davis Chairman of the Board, SSR Realty Advisors, Inc.
By:	/s/ William A. Finelli	By:	/s/ John Lombardo
	William A. Finelli Director, SSR Realty Advisors, Inc. and Chief Financial Officer, Metric Realty (Chief Financial and Accounting Officer)		John Lombardo Director, SSR Realty Advisors, Inc.
Date:	March 19, 2004

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EX-14.1

                                                                    Exhibit 14.1


                                 CODE OF ETHICS

                            SSR REALTY ADVISORS, INC.

                                 JANUARY 1, 2000

                            SSR REALTY ADVISORS, INC.

                                 CODE OF ETHICS

A.    INTRODUCTION

      This Code of Ethics for employees of SSR Realty Advisors, Inc. ("SSR") is
      intended to supplement the Policy Guide for Business Conduct of the
      Metropolitan Life Insurance Company and Subsidiaries ("Policy Guide").
      This Code of Ethics has been established to comply with the federal
      securities laws requirements and conform to the advisory business of SSR.
      It has been made available to all employees of SSR with written
      acknowledgment, in the Form of Appendix A, required from all directors,
      officers, Managing Directors and other employees and independent
      contractors of SSR who establish policy for SSR or pursuant to whose
      advice SSR is guided in particular areas of operation or who have
      otherwise been identified by the SSR General Counsel as being subject to
      this acknowledgment requirement. (Such individuals are hereinafter
      referred to as "Advisory Representatives".) (All SSR employees in salary
      grade 6 and above are deemed to be Advisory Representatives.)

      This Code of Ethics is not intended to set forth all of the legal and
      business requirements to which SSR and its employees may be subject. It is
      instead intended to set forth a basic framework of conduct that employees
      can follow in order for employees and SSR to adhere to the highest
      principles of fairness, honesty and integrity in carrying out their
      responsibilities to clients. In the event that there is any question
      concerning the requirements of the Policy Guide, the Code of Ethics or the
      appropriate level of conduct outlined herein, employees should contact the
      SSR General Counsel at (415) 678-2135.

      This Code of Ethics is divided into four parts: (1) Introduction; (2)
      Basic Standards of Conduct; (3) Policies on Insider Trading; and (4)
      Compliance Requirements of SSR.

      Capitalized terms used herein, but not defined, take on the meaning set
      forth in the Glossary attached hereto as Appendix B.

B.    BASIC STANDARDS OF CONDUCT

      Central to this Code of Ethics is the concept that SSR and its Advisory
      Representatives owe fiduciary duties to SSR's clients. As fiduciaries,
      Advisory Representatives must conduct themselves with honesty and
      integrity, bearing in mind that their conduct reflects on the reputation
      of SSR. Therefore, Advisory Representatives must refrain from any activity
      that puts their interests ahead of the interests of SSR's clients. Failure
      to abide by applicable law, this Code of Ethics and the Policy Guide can
      lead to disciplinary action, including


2

      termination of employment and, if serious enough, damages in civil
      lawsuits or fines and imprisonment in criminal actions.

      1.    Persons Subject to Code of Ethics. The principles expressed in this
            Code of Ethics are specifically directed to all Advisory
            Representatives. SSR employees and independent contractors who are
            not Advisory Representatives also must abide by the conduct
            obligations prescribed by this Code of Ethics to the extent relevant
            to their activities.

            Further, the principles of this Code of Ethics apply with equal
            force to Immediate Family Members of Advisory Representatives,
            regardless of their places of residence, and any other persons,
            whether or not related, sharing a household with an Advisory
            Representative.

      2.    Standards of Conduct. The following are standards of conduct for
            Advisory Representatives:

            -     Information obtained in the course of an Advisory
                  Representative's activities for SSR, which is not otherwise
                  generally available to the public, is proprietary and strictly
                  confidential. In particular, no Advisory Representative shall
                  (1) misuse Material, Non-Public Information; (2) employ any
                  device, scheme or artifice to defraud clients of SSR; (3) make
                  any untrue statement of a material fact to clients or
                  potential clients of SSR or omit to state to such clients or
                  potential clients a material fact necessary in order to make
                  the statements made in light of the circumstances under which
                  they are made, not misleading; (4) engage in any act,
                  practice, or course of business which operates or would
                  operate as a fraud or deceit upon the clients or potential
                  clients of SSR; or (5) engage in any manipulative practice
                  with respect to the clients or potential clients of SSR. (See
                  also Discussion in Section C, "Policies on Insider Trading".)

            -     Advisory Representatives may not use, for outside personal
                  gain, any information obtained from their position with SSR.

            -     An Advisory Representative, who knows or has reason to know
                  that SSR or an affiliate is purchasing or selling a real
                  estate security or a real estate investment, or actively
                  negotiating a transaction involving a real estate security or
                  other real estate investment, must comply with the
                  requirements and policies set forth in Section C below
                  relating to transactions in such investments.

            -     Advisory Representatives must follow procedures to adhere to
                  the reporting requirements, as described in Section C below,
                  and to assist SSR to ensure that


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                  appropriate records are maintained concerning their
                  activities. Under no circumstances may any records be
                  falsified.

            -     No Advisory Representative may knowingly sell for his or her
                  own account any real estate security or real estate investment
                  to a client of SSR or knowingly purchase any real estate
                  security or real estate investment from a client of SSR
                  without first obtaining the written approval of the SSR
                  General Counsel and the informed, written consent of the
                  client.

            -     No Advisory Representative may act as securities broker for
                  compensation in connection with the purchase or sale of a real
                  estate security from or to a client without first obtaining
                  the written approval of the SSR General Counsel and the
                  informed, written consent of the client. In no event, however,
                  may an Advisory Representative act as broker in such a
                  transaction if the Advisory Representative recommended the
                  real estate security to both the buyer and the seller without
                  first obtaining the written approval of the SSR General
                  Counsel and the informed, written consent of both the buyer
                  and seller.

      If you have any questions about the standards of conduct listed above, you
      should contact the SSR General Counsel.

C.    POLICIES ON INSIDER TRADING

      As noted above, Advisory Representatives, their Immediate Family Members
      and any other person sharing a household with an Advisory Representative
      (whether related or not) are prohibited from misusing Material, Non-Public
      Information. In general, such misuse includes, but is not limited to, (1)
      purchasing or selling a security using Material, Non-Public Information;
      (2) trading in a security for the Advisory Representative's own account,
      directly or indirectly, when the representative knows or has reason to
      know that SSR or one of its affiliates is purchasing or selling a security
      of or otherwise negotiating a transaction with the issuer of such
      security, unless prior written approval to trade in the security has been
      obtained from the SSR General Counsel or 15 days have elapsed since the
      date SSR or one of its affiliates has completed its transaction in the
      security with the issuer or otherwise terminated negotiations of the
      transaction; or (3) disclosing to any person (other than those on a "need
      to know" basis) Material, Non-Public Information.

      Advisory Representatives should become familiar with the definitions of
      "Material Information" and "Non-public Information" contained in the
      Glossary attached hereto as Appendix B.

      Because SSR gives advice with respect to direct real estate investments
      and not traditional stocks and bonds, the examples of misuse of Material,
      Non-Public Information noted above


4

      would not generally be relevant to the reporting requirements involving
      SSR's business. Indeed, the staff of the Securities and Exchange
      Commission ("SEC") has provided relief from the broad recordkeeping
      obligations under the Investment Advisers Act of 1940, as amended
      ("Advisers Act"), for registered investment advisers and their personnel
      that advise clients on direct real estate investments. The policies
      outlined below are tailored to the relief set forth in Westmark Real
      Estate Investment Services, SEC No-Action Letter (pub. avail. July 31,
      1989) ("Westmark").

      The federal securities laws require SSR to establish, maintain, and
      enforce written policies and procedures reasonably designed to prevent the
      misuse of Material, Non-Public Information in contravention of the federal
      securities laws. Set forth below are reporting procedures which will
      assist SSR in complying with this legal obligation.

      1.    Reporting Requirements.  The following, because of their duties
            for SSR and their access to sensitive information, are subject
            to the reporting requirements below: officers, assistant
            officers, directors, Executive Committee members (and the
            employees reporting directly to such members (excluding clerical
            and ministerial employees)), Managing Directors, Chief Operating
            Officer of Property Management, research and due diligence
            Analysts, Acquisition Directors, and Portfolio Managers of SSR
            and independent contractors serving like functions or any other
            persons otherwise identified by the SSR General Counsel as being
            subject to such reporting requirements.  For purposes of this
            Section C, the foregoing persons subject to the reporting
            obligations herein are referred to as "Reporting
            Representatives".  (Employees in salary grade 9 and above are
            deemed to be Reporting Representatives.) The reports set forth
            below are in addition to the Business Conduct Certificate that
            is required by the Policy Guide.

            -     Consistent with Westmark, Reporting Representatives are
                  required to file reports if a Reporting Representative is
                  engaged in a transaction in any real estate securities,
                  including without limitation REITs and real estate operating
                  companies, or other direct real estate-related investments of
                  the type as to which SSR renders advice (collectively, "Real
                  Estate Investments"). Real Estate Investments shall not
                  include investments in mutual funds or 401(k) plans.

            -     Reporting Representatives must report holdings in real estate
                  securities and other real estate investments (excluding
                  primary residences and vacation homes), as well as such
                  holdings of Immediate Family Members sharing a household with
                  the Reporting Representative, at the later of the time the
                  Reporting Representative commences employment with SSR or
                  within 30 days of the implementation of the Code of Ethics in
                  order to determine if any such holdings are Real Estate
                  Investments and are subject to the periodic reporting
                  requirements herein.


5

            -     Reporting Representatives must file quarterly reports with the
                  SSR General Counsel no later than 15 calendar days after each
                  calendar quarter in accordance with the method of reporting
                  identified in Section 2 below. These reports must identify the
                  Real Estate Investments of the Reporting Representative and
                  the Immediate Family Members sharing a household with the
                  Reporting Representative.

            -     Section Reporting Representatives must provide the SSR General
                  Counsel copies of all records showing the status of any
                  account relating to Real Estate Investments, including, but
                  not limited to, confirmations and securities brokerage account
                  statements, as well as such records of Immediate Family
                  Members sharing a household with the Reporting Representative,
                  that identify account activity involving Real Estate
                  Investments, and include them with each quarterly report.

            If you have any questions about the reporting requirements listed
            above, you should contact the SSR General Counsel.

      2.    Method of Reporting.

            2.1   Initial Reporting of Securities Holdings. The reports, which
                  are required at the later of the commencement of employment
                  with SSR or within 30 days of the implementation of this Code
                  of Ethics, should be on the Form attached hereto as Appendix
                  C.

            2.2   Quarterly Reports. Quarterly reports of account activity
                  involving Real Estate Investments must be prepared and filed
                  with the SSR General Counsel no later than 15 calendar days
                  after the end of each calendar quarter. Each report must be in
                  the form of Appendix D and contain the following information:

                                    (a) the date of the Real Estate Investment
                           transaction and, if real estate securities, the title
                           and the number of shares (or the principal amount) of
                           each real estate security purchased or sold;

                                    (b) the nature of the transaction (e.g.,
                           purchase or sale);

                                    (c) the price at which the transaction was
                           effected; and

                                    (d) the name of the broker, dealer or bank
                           with or through whom the transaction was effected.

                  If no account activity has occurred in a Real Estate
                  Investment for the period, the report shall so indicate.


6

            2.3   Reports of Violations. In addition to the quarterly reports
                  required under this Section 2, Reporting Representatives shall
                  promptly report any transaction which is, or might appear to
                  be, in violation of this Code of Ethics.

      3.    Protecting Material, Non-Public Information. All Advisory
            Representatives shall use due care to ensure that Material,
            Non-Public Information remains secure at all times and shall not
            divulge to any person any Material, Non-Public Information, except
            those on a "need to know" basis. Files containing Material,
            Non-Public Information should be filed in a secure area, and access
            to computer files containing Material, Non-Public Information should
            be restricted. Evidence of any tampering with the security of
            Material, Non-Public Information should be reported immediately to
            the SSR General Counsel.

      4.    Penalties or Violations of the Federal Securities Laws. Under the
            various federal securities statutes, penalties that may be imposed
            for Insider Trading or other antifraud violations include civil
            liability for damages (treble damages could be imposed in certain
            cases), criminal penalties, disgorgement of profits, temporary
            suspension or permanent prohibition from engaging in various aspects
            of the securities or investment advisory businesses.

D.    COMPLIANCE REQUIREMENTS OF SSR

      1.    Reporting Obligations of Federally-Registered Investment Advisers.
            SSR is registered with the SEC as an investment adviser. Its basis
            for registering with the SEC is as a pension consultant, as defined
            by Rule 203A-2(b) under the Advisers Act. As a result, SSR is not
            registered, nor required to be registered, with any state.

            As a registered investment adviser, SSR is subject to the following
            reporting obligations:

            1.1   Form ADV. Upon its initial registration and periodically
                  thereafter, SSR is obligated to report specified information
                  on Form ADV, the disclosure document for SEC-registered
                  investment advisers. Each year SSR is required to review its
                  Form ADV to ensure that all information disclosed is accurate.
                  At a minimum, it must file in triplicate with the SEC by March
                  31 of each year (1) an originally-signed and notarized
                  execution page, (2) a Schedule I, setting forth the basis on
                  which SSR is eligible for SEC registration, and (3) an audited
                  balance sheet attached to Schedule G to the extent that SSR
                  has custody of client funds or securities or charges advance
                  fees in an amount greater than $500 during the reporting
                  period.


7

                  SSR also must file amendments to its Form ADV if events cause
                  any information in Items 1, 2, 3, 4, 5, 8, 11, 13, or 14 of
                  Part I to become inaccurate or if events cause any information
                  in Items 9 or 10 of Part I, all of Part II (except Item 14) or
                  all of Schedule H to become inaccurate in any material manner.
                  SSR must promptly file such amendments by signing and
                  notarizing three execution pages and attaching the amended
                  items. Any other changes to the Form ADV are filed with SSR's
                  annual filing.

            1.2   Form ADV-E. For so long as SSR maintains custody of client
                  funds or securities, it must submit to a surprise audit by an
                  independent public accountant and cause the accountant to file
                  a Form ADV-E on its behalf.

                  For purposes of the foregoing, SSR has "custody" of client
                  funds or securities if it directly or indirectly holds client
                  funds or securities, has authority to obtain possession of
                  them, or has the ability to appropriate them. A general power
                  of attorney over a client's account or the ability to write
                  checks from a client account are examples of an adviser's
                  custody over client funds or securities. SSR generally will be
                  deemed to have custody over client funds or securities if one
                  of its affiliates exercises such custody.

                  It is SSR's policy to have the audit completed no later than
                  the third quarter of each year that an audit is required. If
                  the accounting firm has not filed the Form ADV-E and any
                  required attachments, including the accounting firm's report,
                  within 60 days of the completion of the surprise audit, SSR
                  will file the Form ADV-E and any accompanying attachments on
                  behalf of the accounting firm. The filing procedures set forth
                  in Section 3.5 herein shall govern the method of filing.

            1.3   State Notice Filings. SSR must annually file with the
                  California Department of Corporations (Securities Regulation
                  Division, 980 Ninth Street, Suite 500, Sacramento, CA
                  95814-2725) a copy of SSR's annual Form ADV filing with the
                  SEC. Currently, fees in connection with annual filings have
                  been suspended until June 30, 2000 or legislation is enacted
                  to reinstate annual notice filing fees.

      2.    Client Communications

            2.1   General. SSR and its Advisory Representatives are prohibited
                  from making any untrue statement of material fact or omitting
                  to state a material fact necessary in order to make the
                  statements made, in light of the circumstances under which
                  they were made, not misleading. This general prohibition
                  applies to any oral or written communications with clients or
                  potential clients.


8

            2.2   Advertising. Currently, SSR engages in little or no securities
                  advertising. To the extent that any of its communications
                  about real estate could contain securities information or
                  advertising, the following restrictions must be observed:

                  -     SSR may not advertise any testimonials regarding SSR or
                        SSR's securities advice.

                  -     SSR is prohibited from advertising past specific
                        securities recommendations that were profitable to
                        clients unless the Advertisement contains all
                        recommendations made by SSR within the immediately
                        preceding one-year period or a list of such
                        recommendations is offered. If such a list is provided
                        to clients or prospective clients, the following legend
                        must appear on the first page: "It should not be assumed
                        that recommendations made in the future will be
                        profitable or will equal the performance of securities
                        in this list."

                  -     SSR is prohibited from stating that any graph, chart, or
                        formula can be used by itself to determine an investment
                        in securities.

                  -     SSR is restricted in advertising the past performance of
                        securities investments that it recommends. In securities
                        Advertisements, SSR must disclose any past performance
                        information net of advisory fees, unless the
                        communication is in a private "one-on-one" presentation.
                        (SSR has taken the position that such presentations
                        include, without limitation, responses to RFPs and
                        reports to investors in SSR funds.) The following
                        conditions related to one-on-one presentations would not
                        apply to any presentations, whether an Advertisement or
                        in a private one-on-one presentation, where performance
                        is presented net of advisory fees. Performance
                        information may be presented gross of advisory fees if
                        (1) the presentation is a private and confidential
                        communication with the client and not otherwise made via
                        print, electronic, or other media; and (2) the
                        Advertisement includes disclosure stating: (i) the
                        performance figures do not include the deduction of
                        advisory fees and, had those fees been deducted, the
                        performance figures would have been lower; (ii) the
                        adviser's fees are disclosed in Part II of Form ADV; and
                        (iii), if warranted based on the facts and circumstances
                        of the presentation including, without limitation, the
                        nature of the investor, examples of the compounding
                        effect of the advisory fee on the performance of the
                        account.


9

                  Special procedures for advertising of pooled investment
                  vehicles: SSR provides real estate advice to pooled investment
                  vehicles that issue securities to investors. Even though the
                  underlying assets of such pooled vehicles are real estate, it
                  is SSR's general policy to follow the advertising obligations
                  set forth in the Advisers Act when advertising these pooled
                  investment vehicles together with the performance of
                  underlying real estate assets. Hence, because the performance
                  returns of the underlying real estate affect the returns of
                  the pooled investment vehicle, Advertisements of these pooled
                  investment vehicles should follow the SEC's guidelines on
                  performance advertising as set forth above.

            2.3   Brochure Delivery. SSR must deliver to clients Part II of its
                  Form ADV at least 48 hours prior the time the client enters
                  into an advisory contract with SSR, or at the time of entering
                  into a contract with a client, if the client may terminate the
                  contract without penalty within five (5) days of entering into
                  the contract. Each year, SSR must provide written notice to
                  clients that the most recently updated version of the Form ADV
                  is available upon request.

                  Special procedures for pooled investment vehicles: SSR takes
                  the position that the pooled investment vehicle is the
                  "client" for purposes of its rendering of advice (Cf. 17 CFR
                  Section 275.203(b)(3)-1). Notwithstanding this position, it is
                  the policy of SSR to provide Part II of its ADV to new
                  subscribers to a pooled investment vehicle and offer to
                  provide it to existing investors on an annual basis.

      3.    Custody

            3.1   Custody In General. SSR is subject to the custody requirements
                  of the Advisers Act to the extent that it directly or
                  indirectly holds client funds or securities, has authority to
                  obtain possession of them, or has the ability to appropriate
                  them. A general power of attorney or check writing ability
                  over a client account would be deemed to be custody.

            3.2   Segregation of Client Funds and Securities. When SSR has
                  custody over client funds or securities, it must segregate and
                  mark all securities to clarify client ownership thereof and
                  deposit all client funds in bank accounts containing only
                  client funds, which bank accounts must designate SSR as agent
                  or trustee over the account. SSR must maintain records for
                  each client account reflecting account balances, account
                  activity and location of the account.


10

            3.3   Client Notices and Account Statements. When SSR takes custody
                  or is deemed to take custody of client funds or securities, it
                  must comply with the following:

                  -     Unless provided in the Investment Management Agreement
                        or similar account documentation, immediately after
                        accepting client funds or securities, notify the client
                        of the place where and the manner in which client funds
                        and securities will be maintained.

                  -     Provide the client written notification in the event
                        that there is any change in the place where or the
                        manner in which client funds or securities will be
                        maintained.

                  -     Provide, or cause to be provided, to clients quarterly
                        account statements reflecting all account activity for
                        the previous quarter. It is SSR's policy to provide
                        clients quarterly credit and debit information upon
                        request. With each quarterly financial report to a
                        client, a legend that credit and debit information is
                        available upon request must be included on the cover
                        page.

            3.4   Annual Audit. SSR must ensure that, during periods when it has
                  custody over client funds, an independent public accounting
                  firm conducts a surprise audit of its custody functions each
                  year to determine compliance with the custody requirements of
                  the Advisers Act.

            3.5   Filing of Annual Audit Information. SSR shall cause the
                  accounting firm's report to be attached to Form ADV-E and
                  instruct the accountant to file an original and one copy of
                  the Form ADV-E and the accountant's report with the SEC at 450
                  Fifth Street, N.W., Washington, DC 20549. The accountant must
                  file an additional copy each with the SEC's Northeast Regional
                  Office, 7 World Trade Center, New York, NY 10048 (SEC regional
                  office where SSR's principal office and place of business is
                  located) and Pacific Regional Office, 5670 Wilshire Blvd.,
                  11th Floor, Los Angeles, CA 90036 (SEC regional office where
                  certain of SSR's books and records are maintained).

                  See Section 1.2 for the procedures governing the filing of
                  Form ADV-E.

      4.    Recordkeeping

            4.1   Records. SSR must maintain books and records that are related
                  to its securities advisory activities. The following is a
                  general list of required records:


11

                  -     Documentation concerning real estate securities
                        transactions (e.g., ledgers, securities order tickets,
                        subscription agreements, and trade confirmations), if
                        any.

                  -     Financial records (e.g., checkbooks, bank statements,
                        canceled checks and cash reconciliations).

                  -     Advisory agreements and powers of attorney involving
                        SSR.

                  -     All calculations and source materials for calculating
                        performance information used in Advertisements, offering
                        documents (including any supplements thereto), or
                        one-on-one confidential presentations involving pooled
                        investment vehicles.

                  -     Securities offering materials (including any supplements
                        thereto) that are delivered to ten (10) or more persons.

                  -     Documentation of the Real Estate Investment transactions
                        of Reporting Representatives.

                  -     Current versions of Form ADV and documentation showing
                        delivery or offers of delivery to advisory clients or
                        prospective clients of Part II of Form ADV.

                  -     Organizational documents of SSR and merger documents of
                        MetLife Realty Group, Inc. ("MRG") and Metric
                        Institutional Realty Advisors, L.P. ("MIRA") with SSR,
                        as well as related Form ADV-W's of MRG and MIRA.

                  -     Completed subscription agreements.

                  -     Custody account records.

            4.2   Preservation of Records. SSR must preserve and maintain in an
                  easily accessible place most of the records listed above for a
                  period of five years, the first two years of which in the
                  White Plains or San Francisco office of SSR. Records and
                  sources used for performance calculations must be preserved
                  for a period of five years, the first two years of which in
                  SSR's White Plains or San Francisco office, dating from the
                  end of the fiscal year in which the performance figures were
                  last used in a client presentation or an Advertisement.


12

            4.3   Accessibility of Records. SSR reports to the SEC that source
                  books and records are maintained in a location other than at
                  the principal office and place of business of SSR. These
                  records are kept in White Plains or San Francisco in a
                  location providing for easy access.

      5.    Conflicts of Interest

            5.1   General. As an investment adviser, SSR has a fiduciary duty
                  not to put its interests ahead of its clients or engage in any
                  conduct to the detriment of its clients. In certain cases, the
                  activities of SSR or its affiliates will lead to conflicts of
                  interest with clients. The following sets forth the basic
                  procedures that SSR and its Advisory Representatives must
                  adhere to in the event that conflicts of interest develop with
                  clients.

            5.2   Conflicts of Interest Procedures.

                  -     Identify conflicts -- If an Advisory Representative
                        believes that a course of conduct creates a conflict or
                        the appearance of a conflict of interest with a client,
                        he or she should contact the SSR General Counsel or SSR
                        Counsel to seek advice.

                  -     Resolve Conflicts -- Conflicts can be resolved either by
                        not engaging in the conduct that creates the actual
                        conflict or the appearance of a conflict or disclosing
                        the conflict to the client and obtaining written client
                        consent. Any disclosure and consent should be documented
                        and maintained as part of SSR's records and overseen by
                        the SSR General Counsel.

                  -     Conflicts with Pooled Investment Vehicles -- SSR acts as
                        adviser to several limited partnerships and other pooled
                        investment vehicles whose general partner, managing
                        member, or sponsor are affiliates of SSR. The
                        relationships of SSR and its affiliates to these private
                        investment funds and related compensation can lead to
                        conflicts of interests. SSR must ensure that these
                        conflicts are disclosed in its Form ADV (see Items 8D
                        and 9), as well as in the funds' offering documents to
                        investors.

                        Each type of conflict and affiliated transaction is
                        governed by its own set of facts, and SSR and its
                        Advisory Representatives will need to work with the SSR
                        General Counsel or SSR Counsel to ensure that SSR has
                        implemented the appropriate procedures to comply with
                        the Advisers Act's regulations on affiliated
                        transactions and other conflicts.


13

                  -     Disclosure of Financial or Disciplinary Events -- In the
                        event that SSR experiences a financial or disciplinary
                        event that would have a material impact on its ability
                        to satisfy its contractual commitments or that would
                        affect its ability to carry out its custody functions,
                        SSR must disclose the financial or disciplinary event to
                        existing clients promptly and prospective clients 48
                        hours before entering into an advisory contract with a
                        client, or at the time of entering into the contract, if
                        the client has the opportunity to terminate the contract
                        without penalty within five (5) business days after
                        entering into the contract.

      6.    Performance Fees. In the event that SSR assesses performance fees
            for its services, those fees must be in compliance with Rule 205-3
            under the Advisers Act.

            6.1   Qualified Clients. Rule 205-3 under the Advisers Act, the
                  SEC's rule governing performance fees, requires that each
                  separate account client (if fees are based on securities
                  management) and/or investor in a private investment fund
                  against which SSR assesses a performance fee be a Qualified
                  Client. Thus, SSR may only assess performance fees to clients
                  that satisfy one of the objective standards set forth below:

                  -     Natural persons or entities that have $750,000 under the
                        management of SSR immediately after entering into a
                        contract with SSR or investing in a fund advised by SSR.

                  -     Based upon the reasonable belief of SSR, a natural
                        person or entity who has net worth (or joint net worth
                        with a spouse in the case of natural person) of more
                        than $1.5 million at the time the contract is entered
                        into or at the time of investment into a fund advised by
                        SSR.

                  -     Based upon the reasonable belief of SSR, a natural
                        person or entity that is a "qualified purchaser" as
                        defined in Section 2(a)(51)(A) of the Investment Company
                        Act of 1940, as amended. That is, very generally, a
                        natural person or certain types of trusts or family
                        companies that own not less than $5 million in
                        "investments" (securities, investment properties, etc.),
                        trusts whose trustee(s) and settlor(s) are qualified
                        purchasers, and other entities that own and invest on a
                        discretionary basis not less than $25 million in
                        "investments".

                  -     Natural persons, who immediately prior to entering into
                        a contract with SSR or investing in a fund advised by
                        SSR, are insiders or "knowledgeable employees" of SSR.
                        That is, the knowledgeable


14

                        employee is an executive officer, director, general
                        partner, trustee or such similar person of the adviser,
                        or an employee of SSR (other than those performing
                        clerical and ministerial functions for SSR) who in the
                        normal course of his or her functions participates in
                        the investment activities of SSR and has so participated
                        in such activities for SSR or a previous company for the
                        previous 12 months.

            6.2.  Performance Fee Provisions and Disclosure.  SSR must set
                  forth the terms of its performance fees in its advisory
                  agreement and disclose them in its Form ADV.

      7.    Solicitation Arrangements. SSR shall enter into solicitation
            arrangements for compensation with an Advisory Representative, a
            solicitor associated with an affiliate of SSR, or a third party
            independent of SSR only if approved by the SSR General Counsel and
            in satisfaction of the conditions set forth below. For purposes of
            the foregoing, compensation to an Advisory Representative will only
            refer to special compensation for solicitation activities above the
            normal and customary salary and bonuses paid to the Advisory
            Representative.

            Copies of all solicitation agreements and solicitor's statements
            must be maintained by SSR as part of its records.

            7.1   Solicitation Arrangements In General. SSR must observe the
                  following general conditions prior to entering into a
                  solicitation arrangement:

                  -     SSR must remain registered as an investment adviser with
                        the SEC.

                  -     The solicitor must not be subject to a statutory
                        disqualification. See Section 203(f); Section
                        203(e)(2)(A)-(D) (concerning persons, during previous
                        ten years, who were convicted of felonies or
                        misdemeanors); paragraphs (1), (5) or (6) of Section
                        203(e); and (D) person subject to orders, judgments or
                        decrees provided for in Section 203(e)(4).

                  -     The cash fee is paid pursuant to a written agreement
                        between SSR and the solicitor.

            7.2   Solicitation Arrangements With Advisory Representatives or
                  Solicitors


15

                  Associated With An Affiliate of SSR.

                  The relationship of the Advisory Representative or the
                  solicitor associated with an affiliate of SSR must be
                  disclosed to the client at the time of the solicitation or
                  referral.

            7.3   Solicitation Arrangements With Third Party Solicitors
                  Independent of SSR. The following conditions must be observed
                  in connection with third-party solicitation arrangements:

                  -     The written agreement between SSR and the solicitor must
                        set forth the solicitation fee and describe the
                        solicitation activities to be provided.

                  -     The written agreement must contain an undertaking that
                        states that the solicitor will agree to perform duties
                        consistent with the instructions of SSR and the
                        requirements of the Advisers Act.

                  -     At the time of the solicitation or referral, the
                        solicitor must provide the client a copy of the
                        solicitor's written disclosure statement and SSR's most
                        recent version of its Part II of Form ADV.

                  -     Prior to or at the time of entering into a contract with
                        a client that was the subject of a solicitation, SSR
                        must receive from the client a written acknowledgment of
                        the client's receipt of Part II of the Form ADV and
                        solicitor's written statement.

                  -     The solicitor's written disclosure statement must
                        disclose: (i) the solicitor's name; (ii) SSR's identity;
                        (iii) the nature of the relationship of the solicitor
                        and SSR; (iv) that the solicitor will be compensated for
                        the solicitation and amount of compensation and other
                        terms; and (v) differentials or amounts, if any, in
                        addition to the advisory fees that the client's account
                        will be assessed in connection with the solicitation
                        arrangement.

      8.    Accounts of Plans Governed by the Employee Retirement Income
            Security Act of 1974.  SSR must take care that it complies with
            the Employee Retirement Income Security Act of 1974 ("ERISA")
            when it advises accounts or has investors that are subject to
            ERISA.  ERISA will impose duties on SSR and its Advisory
            Representatives that are in addition to the duties imposed by
            the Advisers Act.  The SSR General Counsel or SSR Counsel should
            be consulted any time issues arise involving transactions
            affecting SSR's ERISA accounts.


16

      9.    Enforcement of the Code of Ethics. The enforcement of these rules
            and procedures is the responsibility of the SSR General Counsel. Any
            Advisory or Reporting Representative who has any questions regarding
            the Policy Guide, the Code of Ethics, including SSR's personal
            trading procedures, should consult with the SSR General Counsel, or
            in his absence, the SSR Counsel, and, if both are absent, the Legal
            Assistant.

     10.    Penalties for Non-Compliance. Advisory Representatives -- whose
            activities violate the Policy Guide or the Code of Ethics, or who
            willfully fail to comply with the reporting obligations of the
            foregoing, or who make false reports, or who fail to cooperate fully
            in investigations of violations or potential violations -- are
            subject to disciplinary action as deemed appropriate in each case.
            Disciplinary action can include, but is not limited to, termination
            or suspension of employment.


17

                                                                      APPENDIX A

                            SSR REALTY ADVISORS, INC.

                                 CODE OF ETHICS

                                 ACKNOWLEDGMENT

      This Code of Ethics has been adopted by SSR Realty Advisors, Inc. ("SSR")
for the purpose of setting forth SSR's internal operating policies and
procedures regarding its investment advisory business. It is intended to apply
to individuals associated with SSR identified therein as "Advisory
Representatives".

      As an Advisory Representative, I have read and understand the Code of
Ethics of SSR and, by signing below, recognize that I am subject to and agree to
comply with such Code of Ethics.

- -------------------------------------     --------------------------------------
Print Name                                Signature



- -------------------------------------
Date


                                       1

                                                                      APPENDIX B

1.    Definitions.

      1.1 "Advertisement" shall include any notice, circular, letter or other
written communication addressed to more than one person, or any notice or other
announcement in any publication or by radio or television, which offers (a) any
analysis, report, or publication concerning securities, or which is used in
making any determination as to when to buy or sell any security, or which
security to buy or sell, or (b) any graph, chart, formula or other device to be
used in making any determination as to when to buy or sell any security, or
which security to buy or sell, or (c) any other investment advisory service with
regard to securities.

      1.2 "Advisory Representative" is the term used in the applicable
regulations (Advisers Act, Rule 204-2) to describe certain associated persons of
the Adviser, including independent contractors. Certain of these Advisory
Representatives, because of their access to sensitive information, are covered
by reporting requirements concerning real estate securities and real estate
investment transactions.

      1.3 "Beneficial Ownership" or "Beneficially Owned" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In
general, a person is considered to have "beneficial ownership" of securities
when that person (a) has the power to dispose of or to vote such securities, and
(b) when that person has a pecuniary (i.e., economic) interest in the
securities.

      1.4 "Control", as defined in Section 2(a) (9) of the Investment Company
Act of 1940, as amended, means the power to exercise a controlling influence
over the management or policies of a company, unless such power is solely the
result of an official position with such company. Any person who Beneficially
Owns, either directly or through one or more controlled companies, more than 25%
of the voting Securities of a company is presumed to control such company.

      1.5 "Immediate Family Member" means a person's spouse, children residing
with such person, and any trust or estate in which such person or any other
member of his immediate family has a substantial Beneficial Ownership interest,
unless neither such person nor any other member of his immediate family is able
to Control or participate in the investment decisions of such trust or estate.

      1.6 "Insider" means any Advisory Representative, or any Immediate Family
Member and any person who is in a Control relationship with SSR and who obtains
information concerning real estate securities or real estate investments
recommended to or to be acquired for clients or any client's Immediate Family
Member. Additionally, a person is deemed an "Insider" if he or she enters into a
special confidential relationship in the conduct of the affairs of an Insider
and as a result is given access to Material, Non-Public Information. Examples of
such insiders include accountants, consultants, advisers, attorneys, bank
lending officers, and the employees of such organizations.


                                       1

      1.7 "Insider Trading" means the use of Material, Non-Public Information to
trade in a security (whether or not one is an Insider) or the communication of
Material, Non-Public Information to others. While the meaning of the term is not
static, "Insider Trading" generally includes:

      (a)   trading in any security by an Insider, while in possession of
Material, Non-Public Information;

      (b) trading in a security by a person who is not an Insider, while in
possession of Material, Non-Public Information, where the information either was
disclosed to such person in violation of an Insider's duty to keep it
confidential or was misappropriated; and

      (c) communicating Material, Non-Public Information to any person, who then
trades in a security while in possession of such information.

      ** Note: The reporting requirements designed to prevent the misuse of
Material, Non-Public Information is extended to real estate investments of the
type SSR recommends to clients.

      1.8 "Material Information" means information for which there is a
substantial likelihood that a reasonable investor would consider it important in
making investment decisions, or information that is reasonably certain to have a
substantial effect on the price of a company's securities. Examples of Material
Information include information regarding dividend changes, earnings estimates,
changes in previously released earnings estimates, significant merger or
acquisition proposals or agreements, material real estate transactions, major
litigation, liquidation problems, and extraordinary management developments.

      1.9 "Non-Public Information" means information that has not been
effectively communicated to the marketplace. For example, information found in a
public report filed with the Securities and Exchange Commission, or appearing in
Dow Jones, Reuters Economic Services, The Wall Street Journal, or other
publications of general circulation would be considered public.


                                       2

                                                                      APPENDIX C

                            SSR REALTY ADVISORS, INC.

                                 INITIAL REPORT

To the SSR General Counsel of SSR Realty Advisors, Inc. ("SSR"):

      1. I hereby acknowledge receipt of a copy of the Code of Ethics of SSR.

      2. As of the date below, I, or an Immediate Family Member sharing a
household with me, had a direct or indirect Beneficial Ownership in the
following real estate securities or other real estate investments (other than
personal residences or vacation homes):



    NAME OF INVESTMENT       AMOUNT OF INVESTMENT        TYPE OF INTEREST
                                                        DIRECT OR INDIRECT
- --------------------------------------------------------------------------------
                                                  











Date:__________________________         Signature:______________________________


                                        Print Name:_____________________________

                                        Title:__________________________________


Note: A copy of this form must be obtained at the later of the commencement of
employment with SSR or within 30 days of the implementation of this Code of
Ethics. See Code of Ethics for definition of capitalized terms not otherwise
defined herein.


                                        1

                                                                      APPENDIX D

                            SSR REALTY ADVISORS, INC.

SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER

ENDED:______________, 20___

To the Legal Department of SSR Realty Advisors, Inc. ("SSR"):

      During the quarter referred to above, the following transactions were
effected in real estate securities, including without limitation securities of
REITs or real estate operating companies, or other direct real estate
investments that are of the type as to which SSR renders advice to clients of
which I or an Immediate Family Member sharing a household with me, had, or by
reason of such transactions acquired, direct or indirect, Beneficial Ownership,
and which are required to be reported pursuant to SSR's Code of Ethics. IF NO
SUCH TRANSACTIONS WERE EFFECTED, I HAVE WRITTEN "NONE" ACROSS THE BOXES BELOW.

      Capitalized terms used herein that are not defined take on the meaning
ascribed to them in the Glossary attached as Appendix B to the Code of Ethics of
SSR.




                                                                             NATURE OF                   BROKER/DEALER
                                         AMOUNT            DOLLAR           TRANSACTION                  THROUGH WHOM
  Investment           DATE OF         OF SHARES/        AMOUNT OF        (Purchase, Sale,               EFFECTED (if
                     TRANSACTION        INTERESTS       TRANSACTION            Other)          PRICE       relevant)
_______________________________________________________________________________________________________________________
                                                                                       

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________



   (a) I have no knowledge of the existence of any personal conflict of interest
      relationship which may involve SSR or a client of SSR in connection with
      the transaction[s] described herein;

   (b) I am in compliance with SSR's Code of Ethics; and

   (c) I have attached a true and correct copy of account statements relating to
      the investments required to be reported by this form and of account
      statements relating to previously reported investments if such investments
      are still held by me.


                                       1

Date: ______________________________     Signature:   __________________________

                                         Print Name:  __________________________

                                         Title: ________________________________

Note: See SSR Code of Ethics for definition of capitalized terms not otherwise
defined herein.

EX-31.1

                                                                    Exhibit 31.1


                                 Certifications

      I, Fred Lieblich, certify that:

      1. I have reviewed this annual report on Form 10-K of Metric Partners
Growth Suite Investors, L.P.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

           a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

           b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

           c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's fourth
fiscal quarter of 2003 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

           a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: March 19, 2004


/s/  Fred Lieblich
- --------------------------------------
Fred Lieblich, Chief Executive Officer
Metric Realty,
Managing General Partner of Registrant

EX-31.2

                                                                    Exhibit 31.2


                                 Certifications

      I, William A. Finelli, certify that:

      1. I have reviewed this annual report on Form 10-K of Metric Partners
Growth Suite Investors, L.P.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

           a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

           b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

           c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's fourth
fiscal quarter of 2003 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

           a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: March 19, 2004


/s/  William A. Finelli
- -------------------------------------------
William A. Finelli, Chief Financial Officer
Metric Realty,
Managing General Partner of Registrant

EX-32.1

                                                                    Exhibit 32.1


                    CERTIFICATION OF CEO AND CFO PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Metric Partners Growth Suite Investors,
L.P., a California Limited Partnership (the "Partnership"), on Form 10-K for the
year ended December 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), Fred Lieblich, as Chief Executive
Officer of Metric Realty, the Managing General Partner of the Partnership, and
William A. Finelli, as Chief Financial Officer of Metric Realty, the Managing
General Partner of the Partnership, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

      (1) The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934, as amended; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Partnership and will be
retained by the Partnership and furnished to the Securities and Exchange
Commission or its staff upon request.

/s/ Fred Lieblich
- -----------------------
Fred Lieblich
Chief Executive Officer
March 19, 2004

/s/ William A. Finelli
- -----------------------
William A. Finelli
Chief Financial Officer
March 19, 2004