MLG Fund Manager LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
All investors and prospective investors should review the Governing Documents of each Fund
together with this brochure for complete information on the fees and compensation payable
with respect to a particular Fund. Generally, the Firm receives a management fee. MLG or its
affiliates may receive a performance-based fee from the Legacy Fund (carried interest) in
connection with the provisions of advisory services. Such compensation arrangements are
set forth in the relevant Governing Documents of the applicable Fund. A brief summary of the
range of compensation is generally as follows:
       1.      Management Fee
With respect to the Funds, the Firm typically receives a percentage of the aggregate net asset
value of the units held by all investors, paid quarterly in advance. The Management Fee will
be payable until all Fund investments are liquidated and proceeds from such investments are
distributed or until the Firm’s management relationship with the Fund is terminated for other
reasons (as described in the Governing Documents). As a general matter, Management Fees
will be payable during any term extensions.

       2.      Performance-based Fees
In general, when the Legacy Fund makes an investment, the income, dividends, distributions
and/or interest income generated by such portfolio investment, together with the net
proceeds attributable to the disposition of the investment (collectively, “Distributable
Proceeds”) will be distributed to the Legacy Fund investors in the manner set forth in and
subject to such the Governing Documents.

As more fully described in the Governing Documents, MLG’s affiliates will generally be entitled
to receive a performance fee measured as a percentage of the distributable proceeds in excess
of certain negotiated performance thresholds that are tied to the internal rate of return
received by investors. These distributions to MLG’s affiliates are referred to as the “carried
interest.” The specific amount and timing of these payments vary, and are highly dependent
upon, among other things, the performance of the Legacy Fund and its investments, and the
size of an investor’s capital commitment. Accordingly, investors should carefully review the
Legacy Fund Governing Documents for a description of the carried interest payable.

       3.      Other Fees and Real Property Related Fees
In addition, the Funds may invest in real property, and therefore, the Firm, MLG or the Funds
may engage MLG’s affiliates for various services in exchange for additional fees. These fees
maybe in a form of, among other fees, acquisition fees, disposition fees, refinance fees, in-

                                                                             Part 2A of ADV:
                                                              MLG Fund Manager LLC Brochure

house legal fees, construction management and oversight fees, and property management
and oversight fees (“Other Fees”). Please refer to each Fund’s Governing Documents for more
details. The Firm does not offset the Other Fees against the Management Fee.
B.     Payment of Fees
Management Fees may be funded with: (i) capital contributions drawn for such purpose, (ii)
proceeds from investments and/or (iii) operational cashflow from real property investments.
Carried interest distributions generally will be distributed to MLG’s affiliates from time to
time upon the disposition of investments by the Legacy Fund and are distributed to such
affiliates in accordance with the terms of the Governing Document.
C.     Third-Party Fees
The Funds shall pay such costs and expenses in accordance with their respective Governing
Document. This may include costs and expenses that the Firm reasonably determines to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objectives, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which the Firm reasonably determines to be directly related to the
investment of the Fund’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; and (v) any
extraordinary expenses, among other expenses. The fees described herein are not exhaustive,
and not necessarily applicable to a particular Fund. Please review the relevant Governing
Documents of the applicable Fund for additional information.
The Firm’s and MLG’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which may be incurred by the Funds, if such cost is a responsibility
of the particular Fund under its Governing Documents. Such charges, fees and commissions
are exclusive of and in addition to the Firm’s Management Fee, and except as indicated herein
or in the Fund Governing Documents, the Firm does not expect to receive any portion of these
third-party commissions, fees, and costs.

D.     Prepayment of Fees
As stated above, the Management Fee is pre-paid in advance. Generally, investors have a
limited ability to withdraw from a Fund prior to dissolution (subject to a redemption right
under the Legacy Fund’s Governing Documents), and may not transfer any of their interests
in a Fund without the prior written consent of the applicable manager. Generally, the
Management Fee obligation of a Fund may be terminated only in connection with the
dissolution of the Fund or in the case of the Legacy Fund, a redemption of an investors
interest.

E.     Outside Compensation for the Sale of Securities
The Firm and MLG do not anticipate accepting compensation for the sale of securities or other
investment products. Certain Funds engage certain sales representatives that are registered
representatives of North Capital Private Securities Corporation (“North Capital”) and who
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Item 7 – Types of Clients

As mentioned in Item 4, the Firm provides investment advisory services to Funds. Interests
in the Funds are offered only to accredited investors, including but not limited to: high-net-
worth individuals, family offices and institutions. Managed Accounts may be offered to
certain high-net-worth investors, qualified investors and institutions.
The minimum investment in the Funds is generally $50,000.00 although a Fund (through its
manager) can elect to accept a lesser amount in its sole discretion.