ITEM 5: FEES AND COMPENSATION
The Firm receives compensation from pooled investment vehicles pursuant to written
management agreements and governing documents.
Management Fee. With respect to MPI Infinite Fund I, LLC, the Firm expects to receive
a management fee of approximately one percent (1%) to two percent (2%) annually of
committed or invested capital, charged at the Fund level on the schedule disclosed in
the Fund’s operating agreement and the Firm’s investment management agreement
with the Fund. The fee is paid from the vehicle’s assets and may be used for working
capital, operating expenses, organizational expenses, and other purposes described in
the applicable offering documents. Because the fee is paid from vehicle assets, the
amount available for investment by the vehicle is reduced by the amount of the fee and
other offering and operating expenses.
Organizational and Administrative Fees and Expenses. The applicable pooled
investment vehicle may pay the Firm a one-time organizational fee and periodic
administrative fees, and may bear organizational, offering, legal, accounting, audit,
custody, administration, and other expenses, in each case as disclosed in its governing
and offering documents. The Firm will not charge a separate organizational or
administrative fee unless the amount, calculation method, timing, and recipient are
expressly disclosed in those documents.
Note Economics. MPI Infinite Fund I, LLC is expected to issue fixed-rate secured
promissory notes bearing an initial contractual coupon of eight percent (8.00%) per
annum. The contractual coupon may be increased prospectively and uniformly as
permitted by the offering documents, but may not be reduced below eight percent
(8.00%). Noteholders do not receive an equity interest in the vehicle and do not
participate in residual profits. Amounts remaining at the vehicle level after payment of
debt service, expenses, reserves, and other obligations belong to the vehicle’s equity
owner under the vehicle’s governing documents. Those residual amounts are not
charged to Noteholders as a carried interest or performance fee.
The Firm does not charge advisory fees directly to individual Noteholders or deduct fees
from their personal accounts.
Fee Payment Mechanics. The Firm’s authority to receive its management fee directly
from the pooled investment vehicle’s account is established in the vehicle’s written
governing and management documents. The Firm withdraws its fee directly from the
vehicle’s custodial account. When a fee is due, the Firm sends an invoice or statement
of the fee — showing the amount, the basis of the calculation, and the period covered
— to the vehicle’s qualified custodian at the same time it is provided to the vehicle, and
each withdrawal is reflected in the vehicle’s account records. These procedures are
further described in Item 15.
All fees and expenses are disclosed in the applicable vehicle’s governing and offering
documents prior to investment.