Item 5 Fees and Compensation
INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT
FEES
Our annual fees for Investment Supervisory Services are based upon a percentage of assets under
management and generally range from 0.50% to 1.00%.
Limited Negotiability of Advisory Fees: Although Marshall & Sullivan, Inc. has established the
aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client
basis. Client facts, circumstances and needs will be considered in determining the fee schedule. These
include the complexity of the client, assets to be placed under management, anticipated future additional
assets; related accounts; portfolio style, account composition, reports, among other factors. The specific
annual fee schedule will be identified in the contract between the adviser and each client.
We may group certain related client accounts for the purposes of achieving the minimum account size
requirements and determining the annualized fee.
Discounts, not generally available to our advisory clients, may be offered to family members and friends
of associated persons of our firm.
PRIVATE FUND MANAGEMENT FEES
Some of the Funds managed by MSFM LLC pay Management Fees and some pay Performance Fees.
Management Fees: MSFM LLC as manager of Fresno Tucson Retirement Investors LLC, Gateway Center
Investors LLC, Lakeside Aggressive Growth Fund LLC and Lakeside Income & Growth LLC, receives an
annual management fee of one percent (1%) of the value of the Fund’s assets. The Management Fee is
based on the value of the fund’s assets as of the last day of each month during each calendar year. (Please
refer to the description of our Valuation of Real Estate and Lending Investments below.) The Management
fee shall be prorated for partial years. The management fee shall be payable before distributions to the
Members, but not less frequently than annually; provided that MSFM LLC determines, in its sole discretion,
that the Fund does not have sufficient cash or other assets to pay to the Management Fee at any time, the
Management Fee shall accrue without interest and be paid as soon as determined by MSFM LLC, in its sole
discretion. We may reduce, rebate, waive, assign or otherwise share the Management Fee, at our sole
discretion, for certain investors (including our related persons), without providing notice to or obtaining the
consent of any other Fund investor.
Performance Fee Allocation: MSFM LLC as manager of Southwest Land Development is entitled to
receive a Performance Allocation (“performance allocation” or “incentive allocation” or “performance
fee”). A performance fee is paid to MSFM LLC when distributions from the fund-to-fund investors exceed
a stated return. The performance fee and stated return are described in the fund’s offering documents.
Distributions are at the sole discretion of MSFM LLC. Once the Fund Members have received a preferred
rate of return on the outstanding balance of the Members unreturned capital (stated return), MSFM LLC
will receive a proportion of any additional distribution made. Please refer to the governing document for
how this calculation is made. We may, at our sole discretion, elect to reduce, rebate, waive, assign or
otherwise share the incentive allocation with respect to any Fund investor (including our related persons),
without providing notice to or obtaining the consent of any other Fund investor.
Fund Expenses: In addition to the Management Fees and Performance-based compensation described
above, some Funds (and, indirectly, the investors in the Fund) will pay expenses and other fees as
specifically disclosed in the Funds’ governing documents, as summarized below. The Funds will pay its
own start-up, offering and organizational expenses, such as the cost of preparing the Funds’ Private
Placement Memorandum and Limited Partnership Agreement, the costs of negotiating initial agreements
with service providers, and other related legal, accounting, and administrative expenses. On an ongoing
basis, the Fund will bear its transaction (e.g., brokerage commissions), administrative, custody, legal
(including, without limitation, with respect to any blue sky, Form D and Form PF filings), regulatory and
compliance (including, without limitation, filing fees and corporate fees payable to governments and
agencies), tax preparation, trading systems, accounting systems, investor reporting, valuation agent and
appraisal fees and expenses; expenses for research-related services and products; travel expenses incurred
in connection with investment due diligence; insurance (including liability insurance for Marshall &
Sullivan and MSFM) and accounting and audit expenses; any expenses for services that the Limited
Partners require Marshall & Sullivan and MSFM to obtain; and any other fees or expenses of the Fund that,
in the discretion of MSFM, are reasonably incurred in connection with the business or maintenance of the
Fund.
GENERAL INFORMATION
Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either
party, for any reason upon receipt of 30 days written notice. As disclosed above, certain fees are paid in
advance of services provided. Upon termination of any account, any prepaid, unearned fees will be
promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement
according to the number of days remaining in the billing period.
Mutual Fund, Private Fund & ETF Fees: All fees paid to Marshall & Sullivan, Inc. for investment
advisory services are separate, distinct, and in addition to the fees and expenses charged by mutual funds,
Private Funds and/or ETFs to their shareholders. Advisory clients invested in Fresno Tucson Retirement
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