Exhibit (c)(i) MRI BUSINESS PROPERTIES FUND, LTD. II NOTE 2 TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1994, 1993 AND 1992 2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES In accordance with the Partnership Agreement, the Partnership may be charged by the general partner and affiliates for services provided to the Partnership. From March 1988 to December 1992 such services were assigned pursuant to a services agreement by the general partner and affiliates to Metric Realty Services, L.P., which performed partnership management and other services for the Partnership. On January 1, 1993, Metric Management, Inc., a company which is not affiliated with the General Partner, commenced providing certain property and portfolio management services to the Partnership under a new services agreement. As provided in the new services agreement effective January 1, 1993, no reimbursements were made to the general partner and affiliates after December 31, 1992. Subsequent to December 31, 1992, reimbursements were made to Metric Management, Inc. On December 16, 1993, the services agreement with Metric Management, Inc. was modified and, as a result thereof, the Partnership's general partner assumed responsibility for various partnership services between December 23, 1993 and April 1, 1994. Related party expenses for the years ended September 30, 1994, 1993 and 1992 are as follows: 1994 1993 1992 ---- ---- ---- Reimbursement of expenses: Partnership accounting and investor services $76,000 $39,000 $160,000 Professional services 11,000 7,000 30,000 ------- ------- -------- Total $87,000 $46,000 $190,000 ======= ======= ======== In accordance with the Partnership Agreement, the general partner receives cash distributions as follows: (1) a Partnership management incentive equal to ten percent, determined on a cumulative non-compounded basis of cash available for distribution (as defined in the Partnership Agreement) distributed to partners, and (2) a continuing interest representing a two percent share of cash available for distribution distributed to partners remaining after the allocation of the Partnership management incentive. The Partnership management incentive is subordinated to certain cash distributions to the limited partners. There were no cash distributions to the general partner for the years ended September 30, 1994, 1993 and 1992. In accordance with the Partnership Agreement, the general partner was also allocated its continuing interest representing a two percent share of the Partnership's net income (loss) and taxable income (loss).