Item 5. Fees and Compensation
We generally receive management fees, carried interest, and other additional compensation in
connection with our advisory services, as described in the Governing Documents.
Montana Avenue Capital Partners, LLC Form ADV Part 2A
Management Fees
We are paid management fees from the Funds as described in the Governing Documents. We deduct such
management fees from each Fund. Management fees are paid quarterly in advance. The management
fees is equal to 1.75% per annum of either: (i) its investors’ total capital commitments during the term of
its investment period or (ii) total actively invested capital after the end of the investment period. The
management fee is also pro-rated for any partial periods. The MAC General Partner, in its sole discretion,
may in the future waive, in whole or in part, the management fee payable by certain significant or strategic
investors.
As outlined in the Governing Documents, we provide property-level services, including, property
management, acquisition, construction management, development management, leasing, and other
asset services fees and receive fees from the properties in consideration for such services.
Carried Interest
The Funds pay a carried interest to each Fund’s general partner, as will be further described in Item 6 –
Performance-Based Fees and Side-By-Side Management.
Expenses
In addition to the management fee and carried interest, the Funds bear certain expenses as are outlined
in the Governing Documents. Please review the Governing Documents for each Fund for a detailed
description of expenses such Fund bears. Generally, Fund expenses include, without limitation, (i)
management, conduct and operation of the Fund, its related entities and their respective business or
otherwise attributable to the existence of the Fund and its related entities; (ii) sourcing, finding,
investigating, developing, evaluating, negotiating, structuring, acquiring, monitoring, holding,
administering, financing, refinancing, managing, hedging, selling, exchanging or otherwise disposing of or
monetizing prospective and actual investments (including selling, exchanging or otherwise disposing of or
monetizing investments through sponsor-led secondary transactions and recapitalizations) or otherwise
dealing with real estate assets, and other costs of rendering financial assistance to or arranging for
financing for any assets or investments, including consummated investments and any proposed but
unconsummated investments; (iii) legal, auditing, consulting, accounting, valuation, appraiser, projection,
regulatory compliance, data provider (including management systems and software), custodian, sub
custodian, depositary (including any ongoing appointment of a depositary and/or chaperone appointed
pursuant to the alternative investment fund management directive (“AIFMD”). AIFMD and any Swiss
representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act),
transfer agent, disbursal, brokerage, registration, origination, servicing, administrator and other third
party services; (iv) research and software expenses, including CoStar, and other expenses incurred in
connection with data services providing price feeds, news feeds, securities and property information,
fundamental data, and industry alerts attributable to such investments; (v) other third party research,
news, industry information, analytics and expert networks/research resources; (vi) support services
(including engineering, investment-level management and servicing, environmental, cyber security
infrastructure and incident response, financial reporting, data processing, escrow, settlement, client
relations, know-your-customer, subscription agreement review and processing and maintenance,
accounting, legal and tax support and other services) outsourced to third party service providers, and any
other third-party expenses incurred with respect to the operation of the Fund and its investments; (vii)
third-party software licenses related to construction management, leasing, property management, debt
Montana Avenue Capital Partners, LLC Form ADV Part 2A
management, document management, investor management and investment management, accounting,
reporting and other functions, including accounting, research and invoice management software; (viii)
attendance at and/or sponsorship of industry conferences and industry organizations, marketing and
advertisements; (ix) legal, compliance, custodial, depositary, settlement, client relations, auditing,
accounting and banking costs, fees and expenses, including for example, costs, fees and expenses
attributable to legal, compliance, settlement, client relations, accounting, reporting and information
management software and systems used in connection with the Fund, its related entities and their
respective activities as well as those associated with the preparation of financial statements, tax returns
and Schedule K-1s, the filing of various foreign tax withholding and treaty forms and the representation
of the Fund, its related entities or the partners or any person acting in a similar capacity under the
Partnership Audit Rules; (x) appraisal and valuation costs, fees and expenses, including costs, fees and
expenses of independent appraisal or valuation services or third party vendor price quotations; (xi) asset-
level costs, fees and expenses, including any asset services fees (including acquisition Fees, construction
management fees, development management fees, leasing fees and property management fees payable
to our entities) and any other costs, fees and expenses relating to any other property management,
acquisition, construction, construction management, development, development management, leasing,
...