ITEM 5: Fees and Compensation
The advisor is compensated with an asset management fee (either as a percentage of commitments, or as a
percentage of actively invested capital, as defined in the respective Partnership Agreements). MCP may also
charge certain other fees related to providing services to the underlying properties. The fees are generally
discussed below and in more detail in the relevant offering materials and organizational documents of each Fund.
Asset Management Fees -The investment advisory agreements entered into between the advisor and each Fund
sets forth the Asset Management Fee ("AMF"). The AMF is generally 2% per year. During the Investment
Period, the AMF is paid quarterly and calculated on the commitment of each non-affiliated Limited Partner.
After the Investment Period, the AMF is calculated on a quarterly basis as set forth in the Fund's Partnership
Agreement (generally, based on actively invested capital). The AMF is payable quarterly in advance on the
first business day of each quarter. The AMF may be paid through amounts otherwise distributable to the Partners,
or the AMF may be paid by the Partners within ten business days after receipt of a call notice. If an AMF is
paid, and the Fund is liquidated before the end of the quarter, any excess AMF paid in advance will be returned
to the client pro rata based on the days billable in the period.
MCP may be engaged to provide services to the underlying investments of the Fund, including leasing,
construction management, development and legal leasing related services. When the Fund utilizes MCP for such
services MCP will charge the Fund market rates consistent with local practices. The rates and terms of these
arrangements shall be disclosed annually to the Advisory Committee. Fees paid to MCP for such services are
also disclosed annually in the audited financial statements of the Fund. Additionally, each Fund generally
pays all of its ordinary organizational, offering, administrative, and operating expenses. Additional fees (e.g.,
wire transfer charges) may be imposed by service providers.
Expenses Charged to the Funds - Except as set forth in the governing documents of a MCP Fund, the
Fund shall pay or reimburse the General Partner or MCP, as applicable, for all reasonable organizational expenses
of the Fund and any (the "Organizational Costs") which are typically set not to exceed $2,500,000 (any
Organizational Costs in excess of such amount, the "Excess Organizational Costs"). Organizational Costs shall
include fees and expenses of counsel to, accountants for and agents of the Fund and the General Partner,
reasonable travel expenses of personnel of the General Partner and its advisors, and other expenses, in each
case, incurred in connection with the formation of the Fund and any, compliance with applicable laws or
regulations and the offering of Fund interests (excluding placement fees but including printing costs). On an
ongoing basis, except as set forth in the governing documents of a MCP Fund, the Fund shall pay or
reimburse the General Partner or MCP, or any affiliate of any thereof, as applicable, for its payment of, to the
extent not paid by any investment or other person (including by amounts received in connection with the
termination, cancellation or abandonment of a potential investment that is not consummated):
(i) all fees, costs and expenses related to the operation and administration of the Fund (and any special
Limited Partner), including, without limitation, the fees, costs and expenses of accountants, lawyers
and other professionals incurred in connection with the audits, data processing, tax returns, tax
planning, tax projections, engineering, investment-level management and servicing, hedging,
environmental, legal compliance, financial reporting, legal opinions and tax return preparation and
similar services, as well as expenses associated with the preparation and distribution of reports and
notices to the partners;
(ii) all fees, costs and expenses (including fees, costs and expenses incurred by third parties) related to the
acquisition, negotiating, structuring, holding, leasing, asset management, property management,
monitoring, development, financing (including, without limitation, any portfolio debt), hedging,
operating, refinancing, sale or other disposition (including, without limitation, a proposed sale or other
disposition) of, or appraisal or valuation of, investments and evaluation of potential investments
(regardless of whether the potential investments are consummated), including, without limitation, any
“dead deal” costs, financing, asset servicing, legal, due diligence, investment banking, valuation,
accounting, advisory (including, for the avoidance of doubt, a pro rata share (based on the Fund’s
gross assets) of the cost of third party real estate research services) and including all costs associated
with any contemplated but unconsummated co-investments, reporting, projection, consulting, travel
and other related fees, expenses and out-of-pocket costs in connection therewith (to the extent not
subject to any reimbursement of such costs and expenses by entities in which the Fund invests or other
third parties);
(iii) brokerage commissions, custodial expenses and other investment costs actually incurred in connection
with investments;
(iv) principal, interest on and fees and expenses arising out of all borrowings made by the Fund (including,
without limitation, any costs related to arranging, establishing and maintaining any credit facility);
(v) any fees, costs and expenses related to making permitted temporary investments and any interest
expenses;
(vi) expenses of winding up and liquidating the Fund;
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