2025-06-09T11:41:24-05:00 2024-12-31 410746749 CLIFTONLARSONALLEN LLP 220 S 6TH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2024-01-01 411687873 MODEL CITIES OF ST PAUL INC MODE 6516328350 839 UNIVERSITY AVE W ST PAUL MN 55104 KIZZY L DOWNIE CEO 6516328349 2025-06-09 1 0 SARAH REICHLING P01587996 6123764500 2025-06-09 2024 2025-03-06 01:10:19Z KIZZY L DOWNIE 839 UNIVERSITY AVE W ST PAUL MN 55104 3288120 0 1 X WWW.MODELCITIES.ORG X 1989 MN TO PROMOTE SOCIAL AND ECONOMIC PROSPERITY BY PROVIDING ACCESS TO OPPORTUNITIES THAT DEVELOP AND STABILIZE FAMILIES AND COMMUNITIES. 9 8 37 56 0 0 2530533 2911040 160 0 3449 6401 372477 370679 2906619 3288120 14839 37909 0 0 1487726 1466542 0 0 38975 1080116 1343031 2582681 2847482 323938 440638 3660729 4666356 782681 1347670 2878048 3318686 X TO PROMOTE SOCIAL AND ECONOMIC PROSPERITY BY PROVIDING ACCESS TO OPPORTUNITIES THAT DEVELOP AND STABILIZE FAMILIES AND COMMUNITIES. 0 0 2111880 37909 370679 MODEL CITIES' SERVICE CONTINUUM CREATES PATHWAYS TO MOVE PEOPLE FROM HOMELESSNESS AND POVERTY TO HOUSING STABILITY AND HOMEOWNERSHIP. OUTCOMES FROM 2024 DEMONSTRATE THE FOLLOWING OUTCOMES:PROVIDED SERVICES TO 3,397 INDIVIDUALS ACROSS ALL PROGRAMS.PROVIDED HOMEOWNERSHIP EDUCATION, 1:1 ADVISING, AND FINANCIAL COACHING SERVICES TO 729 INDIVIDUALS (70% BIPOC), REDUCING HOMEOWNERSHIP GAPS AND CREATING BETTER PATHWAYS TOWARD WEALTH CREATION AND FINANCIAL STABILITY.SERVED 2,465 ADULTS AT OUR SAFE SPACE SHELTERHOLIDAY ASSISTANCE PROVIDED TO 35 SUPPORTIVE HOUSING FAMILIES BY AN ANGEL SPONSOR.RECEIVED NEARLY 7,000 VOLUNTEER PREPARED MEALS THAT WERE DONATED TO SAFE SPACE. COMPLETED A $670,000 RENOVATION OF OUR SUPPORTIVE HOUSING BUILDING AT 833 UNIVERSITY THAT WAS SIGNIFICANTLY IMPACTED BY WATER INFILTRATION. THIS PROJECT PRESERVED SIX PERMANENT SUPPORTIVE RESIDENTIAL UNITS FOR LOW-INCOME FAMILIES.56 VOLUNTEERS CONTRIBUTED OVER 360 VOLUNTEER HOURS ACROSS PROGRAMS. INCREASED CROSS-SECTOR COLLABORATIONS BY WORKING IN PARTNERSHIP WITH 9 COMMUNITY-BASED ORGANIZATIONS TO EXPAND OUR REACH AND DEEPEN OUR SERVICE IMPACT ACROSS THE HOUSING CONTINUUM. CELEBRATED THE TRANSFORMATIONAL JOURNEYS OF FAMILIES LIVING IN SUPPORTIVE HOUSING BY HOSTING SEVERAL EVENTS, INCLUDING FAMILY FUN DAY BBQS, A MOTHER'S DAY IN BLOOM VOLUNTEER DAY, AND A HOLIDAY GIVING PARTY.OUR CORE OFFERINGS INCLUDE THE FOLLOWING:HOUSING SUPPORT SERVICES (HSS): ADDRESSING HOUSING INSTABILITY REQUIRES A WHOLE-PERSON APPROACH WITH A CONTINUUM OF SERVICES TO MEET A HOUSEHOLD'S HOLISTIC NEEDS AND HELP THEM ACCESS RESOURCES TO BUILD SKILLS AND BECOME SELF-SUFFICIENT. IN 2024, HOUSING SUPPORT SERVICES WERE PROVIDED TO HOUSEHOLDS THROUGH THE FOLLOWING: FAMILIES FIRST SUPPORTIVE HOUSING (FFSH) - FFSH PROVIDES PERMANENT HOUSING TO HOMELESS FAMILIES WITH ONE OR MORE MEMBERS ENDURING A CHRONIC DISABILITY AND/OR THE HEAD-OF-HOUSEHOLD IS RECOVERING FROM CHEMICAL ADDICTION. SANKOFA SUPPORTIVE HOUSING PROVIDES PERMANENT HOUSING TO YOUNG ADULTS AGES 17-25 YEARS OLD WHO ARE EITHER PREGNANT OR PARENTING A CHILD UNDER THE AGE OF THREE YEARS OLD.HOMEOWNERSHIP SERVICES: MODEL CITIES PROVIDES BOTH HOMEBUYER EDUCATION AND PRE-PURCHASE COUNSELING SERVICES TO FAMILIES WHO NEED SUPPORT WITH LEARNING HOW TO SUCCESSFULLY NAVIGATE THE HOMEBUYING PROCESS. SERVICES INCLUDE:THE HOME STRETCH WORKSHOP IS AN 8-HOUR EDUCATIONAL COURSE OFFERED IN A DAY-LONG SESSION ON WEEKENDS AND WEEKDAYS TO ACCOMMODATE A VARIETY OF SCHEDULES. IN ADDITION TO INFORMATION ON CHOOSING THE RIGHT MORTGAGE, AVOIDING SCAMS AND PREPARING FOR A CLOSING, COURSE MATERIALS ARE DELIVERED IN AN INTERACTIVE WAY THAT INCORPORATES DISCUSSION, MULTI-MEDIA, ADDITIONAL RESOURCE MATERIALS, AND PRESENTATIONS FROM VOLUNTEER PROFESSIONALS WHO HAVE EXPERIENCE IN HOUSING, LENDING AND REAL ESTATE.PRE-PURCHASE COUNSELING IS DESIGNED TO ASSIST HOUSEHOLDS WITH UNDERSTANDING BARRIERS TO BECOMING A HOMEOWNER. THE HOMEOWNERSHIP ADVISOR MEETS ONE-ON-ONE WITH HOUSEHOLDS TO ANALYZE THEIR INCOME, CREDIT, DEBT AND WORK HISTORY IN ORDER TO MAP OUT A STRATEGY TO OVERCOME ANY HOMEOWNERSHIP OBSTACLES. FISCALLY FIT PROVIDES FINANCIAL WELLNESS SERVICES TO SMALL BUSINESS OWNERS, YOUTH, INDIVIDUALS AND LOW-INCOME HOUSEHOLDS, WITH A GOAL OF ELIMINATING ECONOMIC DISPARITIES WHILE FOSTERING FINANCIAL HEALTH AND WELLNESS. SHELTER SERVICES: IN NOVEMBER 2019, MODEL CITIES BEGAN OPERATING SAFE SPACE, AN EMERGENCY SHELTER LOCATED AT 160 EAST KELLOGG BOULEVARD IN DOWNTOWN ST. PAUL. EMERGENCY SHELTER SERVICES ARE PROVIDED FOR UP TO 64 MEN AND WOMEN ON A NIGHTLY BASIS AND THE SHELTER OPERATES DAILY FROM 10:00 P.M. TO 9:00 A.M. SAFE SPACE IS CONSIDERED A LOW-BARRIER, TEMPORARY SHELTER WHERE POLICE AND OTHER AUTHORIZED ORGANIZATIONS BRING HOMELESS INDIVIDUALS WHO ARE FOUND SLEEPING OUTSIDE ON THE LIGHT RAIL, IN SKYWAYS, OR IN OTHER UNAUTHORIZED BUILDINGS. THE ULTIMATE GOAL AT SAFE SPACE IS TO ENSURE UNSHELTERED INDIVIDUALS HAVE A SAFE PLACE TO STAY WHILE THEY LOOK FOR OTHER LONG-TERM SOLUTIONS TO AFFORDABLE HOUSING. IN NOVEMBER 2024, MODEL CITIES RELOCATED ITS SHELTER OPERATIONS TO CENTRAL BAPTIST CHURCH IN SAINT PAUL'S MIDWAY AREA.BROWNSTONE SERVICES: SINCE OPENING IN 2017, BROWNSTONE HAS BEEN AT OR NEAR 100 PERCENT OCCUPANCY (APPROXIMATELY 97% ON AVERAGE EACH YEAR) FOR THE 35 UNITS OF AFFORDABLE HOUSING INCLUDED IN THE PROJECT. THE POPULATION OF RESIDENTS IS DIVERSE WITH A MIX OF RACES, AGES, AND FAMILIES RESIDING AT BROWNSTONE. INTEREST CONTINUES TO REMAIN HIGH IN THE RESIDENCE AS WE TYPICALLY GET MULTIPLE APPLICATIONS FOR VACANCIES WHEN THEY ARISE. IN ADDITION TO APARTMENT UNITS, MODEL CITIES LEASES AFFORDABLE RETAIL SPACE TO COMMERCIAL TENANTS AT BROWNSTONE. IN 2024, ALL 5 RETAIL SPACES CONTINUED TO FULLY OPERATE, ALL BY BIPOC ENTREPRENEURS. 2111880 1 1 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 12 0 37 1 0 0 0 0 0 0 0 0 0 0 0 0 X 9 8 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X X X KASAYE AYENEW 6516328349 839 UNIVERSITY AVENUE WEST SAINT PAUL MN 55104 KIZZY DOWNIE CEO/BOARD SECRETARY 40.00 25.00 X X 105538 0 9356 OSBORNE STRICKLAND CHAIR 1.00 2.00 X X 0 0 0 BRENDA BAILEY TREASURER 1.00 2.00 X X 0 0 0 JUDITH K AMINMENTSE DIRECTOR 1.00 1.00 X 0 0 0 BRENDA BOLAR-FORD DIRECTOR 1.00 1.00 X 0 0 0 MARILYN J PORTER DIRECTOR 1.00 1.00 X 0 0 0 JOHNATHAN COOPER DIRECTOR 1.00 1.00 X 0 0 0 HEIDI LIESE DIRECTOR 1.00 1.00 X 0 0 0 AMY SCHWABE DIRECTOR 1.00 1.00 X 0 0 0 105538 0 9356 1 0 0 0 PRIOMH SECURITY INC 8820 COMMONWEALTH DR STE 100B EDEN PRAIRE MN 55344 ONSITE SECURITY SERVICES PRIMARILY AT SA 205178 MENAGE LLC 11221 ZION STREET NW COON RAPIDS MN 55443 CONTRACTED JANITORIAL SERVICES AT MODEL 122458 3 153050 2178381 579609 2911040 6401 6401 INTERCOMPANY ADMINISTR 624100 314582 314582 MISCELLANEOUS INCOME 900099 56097 56097 370679 3288120 370679 0 6401 37909 37909 114895 28724 86171 1122934 888827 216908 17199 140220 109095 29031 2094 88493 65927 21327 1239 19947 19947 5770 5770 237751 177124 57298 3329 7218 5377 1740 101 6887 5131 1660 96 41579 30976 10021 582 552051 411278 133044 7729 20 15 5 4606 3432 1110 64 7958 5929 1918 111 2455 1829 592 34 36901 27491 8893 517 SHORP EXPENSES 132911 98354 31899 2658 REPAIRS AND MAINTENANCE 81839 60970 19723 1146 MN DHS EXPENSES 69549 51466 16692 1391 PROGRAM SUPPLIES 31438 23264 7545 629 104151 78762 25333 56 2847482 2111880 696627 38975 86498 267493 820821 1058169 122036 19612 731156 220073 56009 511083 616196 1099539 1823521 1823521 20336 2251 3660729 4666356 394002 596184 388679 751486 782681 1347670 X 2878048 3318686 2878048 3318686 3660729 4666356 440638 0 X 0 1 X 1 0 X 1885751 2740419 1997720 2530533 2911040 12065463 1885751 2740419 1997720 2530533 2911040 12065463 515834 11549629 1724 1663 1632 3450 6401 14870 191124 211395 256636 372477 370679 1402311 13482644 196656 0.85660 0.76480 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INSURANCE RECOVERY DEVELOPER FEE RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 290252 220073 70179 440904 440904 511083 600067 F CERTIFICATES OF DEPOSIT 499472 C 1099539 INVESTMENT IN NON-PROFIT SUBSIDIARY 1823521 C 1823521 X PART X, LINE 2: MODEL CITIES OF ST. PAUL IS EXEMPT FROM FEDERAL AND STATE INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND SIMILAR STATE INCOME TAX LAWS. THE ENTITY IS A PUBLIC CHARITY AND CONTRIBUTIONS TO THE ENTITY QUALIFY AS A CHARITABLE TAX DEDUCTION BY THE CONTRIBUTOR. THE CONSOLIDATED LLC IS A DISREGARDED ENTITY FOR TAX PURPOSES AND IS NOT SUBJECT TO FEDERAL INCOME TAXES. THE ORGANIZATION FOLLOWS GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. THE ORGANIZATION REVIEWS AND ASSESSES ITS TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN TAX RETURNS. BASED ON THIS ASSESSMENT THE ORGANIZATION DETERMINES WHETHER IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WOULD BE SUSTAINED UPON EXAMINATION BY TAX AUTHORITIES. THE ORGANIZATION'S ASSESSMENT HAS NOT IDENTIFIED ANY SIGNIFICANT POSITIONS THAT IT BELIEVES WOULD NOT BE SUSTAINED UNDER EXAMINATION. 1 CLIENT ASSISTANCE 120 37909 N/A N/A PART I, LINE 2: REQUESTS FOR CLIENT ASSISTANCE VOUCHERS WILL BE HANDLED VIA PURCHASE ORDER WITH ATTACHED DOCUMENTATION, CURRENT AUDIT, AND/OR MEMO EXPLAINING REASON FOR THE REQUEST. UPON RECEIPT OF VOUCHERS, THE DIRECTOR OF PROGRAMS AND SERVICES, OR ASSIGNEE, WILL MAINTAIN AN AUDIT SHEET SO THAT THE CLIENT ASSISTANCE VOUCHERS CAN BE MONITORED ON A MONTHLY BASIS. ALL VOUCHERS ARE TO BE MAINTAINED UNDER LOCK AND KEY IN THE RECORDS ROOM. THESE VOUCHERS ARE RELEASED ONLY TO THE DIRECTOR OF PROGRAMS AND SERVICES OR DESIGNATED PROGRAM MANAGERS. AUDIT FORMS MUST SHOW TWO SIGNATURES WHEN VOUCHERS ARE BEING CHECKED OUT. ONE SIGNATURE MUST BE THAT OF THE DIRECTOR OF PROGRAMS AND SERVICES OR THE ASSIGNED PROGRAM MANAGER. AUDITS ARE PERFORMED MONTHLY BY THE DIRECTOR OF PROGRAMS AND SERVICES. FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE IS COMPRISED OF BOARD OFFICERS AND CHAIRPERSONS OF ANY COMMITTEE COMPRISED BY THE BOARD. THE EXECUTIVE COMMITTEE IS AUTHORIZED TO ACT ON BEHALF OF THE BOARD ON ITEMS THAT REQUIRE ACTION PRIOR TO A BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS EMAILED TO THE FINANCE AND AUDIT COMMITTEE UPON RECEIPT AND AFTER REVIEW BY STAFF. THE COMMITTEE REVIEWS AND MAKES A RECOMMENDATION FOR THE TREASURER TO PRESENT TO THE FULL BOARD. PRIOR TO THE BOARD MEETING, THE FORM 990 IS EMAILED AS A PART OF THE BOARD PACKET. IF APPLICABLE, QUESTIONS ARE DISCUSSED AT THE BOARD MEETING AND A RESOLUTION OFFERED FOR A VOTE TO ADOPT AND THE FORM 990 IS THEN FILED. FORM 990, PART VI, SECTION B, LINE 12C A DISCLOSURE QUESTIONNAIRE IS REQUIRED OF EACH INDIVIDUAL COVERED BY THE POLICY ANNUALLY AND THE FORM IS REVIEWED BY THE CEO TO DETERMINE WHO HAD OR WILL HAVE THE POTENTIAL TO BE INVOLVED IN AN ACTIVITY THAT MIGHT BE INTERPRETED AS A POSSIBLE CONFLICT OF INTEREST. NO BOARD MEMBER, STAFF PERSON, CONSULTANT OR VOLUNTEER SHALL HAVE DIRECT OR INDIRECT FINANCIAL INTEREST IN THE ASSETS, LEASES, BUSINESS TRANSACTIONS, OR PROFESSIONAL SERVICES OF THE AGENCY, EXCEPT AS EXPRESSLY DEFINED IN THE BY-LAWS. THIS DOES NOT PRECLUDE THE BOARD FROM RECRUITING AND ELECTING BOARD MEMBERS WHO ARE VENDORS OR SERVICE PROVIDERS OF THE AGENCY. THE POLICY GOES ON TO SAY THAT NO DIRECTOR SHALL BE THE BLOOD RELATIVE OF THE FIRST ORDER TO ANY AGENCY STAFF PERSON. BOARD MEMBERS CANNOT RECEIVE HONORARIA FOR WORK ON BEHALF OF THE AGENCY, EXCEPT AS SPECIFIED IN THE BY-LAWS. NEITHER THE BOARD MEMBERS, NOR THEIR FAMILY MEMBERS, SHALL BE ENTITLED TO PREFERENTIAL TREATMENT FOR SERVICES. AT ANY TIME WHEN A CONFLICT OF INTEREST EXISTS, THE BOARD DIRECTOR, VOLUNTEER, OR CONSULTANT IS TO DISCLOSE THE RELATIONSHIP AND CANNOT PARTICIPATE IN ANY VOTE OR DECISION TAKEN WITH RESPECT TO SUCH TRANSACTIONS OR SERVICES. SIMILAR RULES APPLY TO STAFF. STAFF SIGNS OFF ON THE EMPLOYEE HANDBOOK THAT STATES NO EMPLOYEE CAN PARTICIPATE IN THE RECRUITMENT, INTERVIEWING, HIRING, OR SUPERVISION OF A RELATIVE. NO TRANSFER OF PROPERTY OR LENDING OF MONEY IS ALLOWED BETWEEN THE AGENCY AND BOARD OFFICERS, DIRECTORS OR STAFF. ALL EMPLOYEES SHALL DISCLOSE ANY CONFLICT OF INTEREST REGARDING HIS/HER WORK, AND SHALL REFRAIN FROM ENGAGING IN ACTIVITIES WHICH MAY BE PERCEIVED AS BEING A CONFLICT OF INTEREST. ALL PROCEEDINGS RELATED TO CONFLICTS OF INTEREST ARE DOCUMENTED IN THE MEETING MINUTES OR AS OTHERWISE APPROPRIATE. FORM 990, PART VI, SECTION B, LINE 15 A COMPARABLE WAGE STUDY IS PERFORMED TO IDENTIFY THE AGENCY'S COMPARABILITY WITH MARKET WAGES AND BENEFITS WITH OTHER SIMILAR NON-PROFIT AGENCIES. FINAL WAGES ARE INFLUENCED BY FUNDS AVAILABLE. THE WAGE STUDY IS PRESENTEDTO THE BOARD ALONG WITH MODEL CITIES PAY RANGES. THE BOARD DETERMINES THE COMPENSATION FOR THE CEO BASED ON THE STUDY. THE OFFICE MANAGER PRESENTS THE COMPARABLE WAGE STUDY TO THE CEO FOR REVIEW AND APPROVAL. A LISTING OF ALL JOB TITLES, CURRENT WAGE RANGES, MARKET RANGES, AND RECOMMENDEDREVISIONS ARE INCLUDED IN THIS FINAL STUDY. IF APPROVED, THE CEO PRESENTS THE FINAL STUDY TO THE BOARD OF DIRECTORS FOR THEIR ADOPTION. A COMPARABLE WAGE STUDY WAS DONE IN SEPTEMBER 2023 AND WAS CONDUCTED BY MRA (AN HUMAN RESOURCE FIRM) USING DATA FROM SEVEN DIFFERENT DATA POINTS. WAGE RANGES ESTABLISHED BECAME EFFECTIVE IN JANUARY 2024. THE NEXT WAGE STUDY WILL BE PERFORMED IN 2025 AND WILL BECOME EFFECTIVE IN 2026. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023. FORM 990, PART VI, SECTION C, LINE 18 MODEL CITIES ALSO MAKES ITS FINANCIAL INFORMATION AVAILABLE TO THE PUBLIC VIA ITS ANNUAL REPORT THAT IS PUBLISHED LATE SPRING OF EACH YEAR. FORM 990, PART VI, SECTION C, LINE 19 MODEL CITIES INCLUDES ITS YEAR-END FINANCIAL INFORMATION IN AN ANNUAL REPORT AND THE DISTRIBUTION INCLUDES APPROXIMATELY 1,000 RECIPIENTS AND INCLUDES FUNDERS, DONORS, ORGANIZATIONS, PUBLIC OFFICIALS, ETC. OTHER DOCUMENTS ARE MADE AVAILABLE UPON REQUEST. MODEL CITIES BROWNSTONE LLC 839 UNIVERSITY AVE W ST PAUL MN 55104 364809958 REAL ESTATE MN 725277 4248454 MODEL CITIES PROPERTIES MODEL CITIES SANKOFA LLC 839 UNIVERSITY AVE W ST PAUL MN 55104 262473138 ASSET HOLDING MN 252055 1721110 MODEL CITIES SUPPORTIVE HOUSING LLC MODEL CITIES FAMILIES FIRST NO 1 LLC 839 UNIVERSITY AVE W ST PAUL MN 55104 161636663 ASSET HOLDING MN 471047 3090576 MODEL CITIES SUPPORTIVE HOUSING LLC MODEL CITIES COMMUNITY DEVELOPMENT CORPORATION 839 UNIVERSITY AVE W ST PAUL MN 55104 411936584 COMMUNITY DEVELOPMENT MN 501(C)(3) LINE 7 MODEL CITIES OF ST PAUL INC 1 MODEL CITIES PROPERTIES 839 UNIVERSITY AVE W ST PAUL MN 55104 364661878 SUPPORTING ORGANIZATION MN 501(C)(3) LINE 12B, II MODEL CITIES OF ST PAUL INC 1 MODEL CITIES BROWNSTONE LIMITED PARTNERSHIP 839 UNIVERSITY AVE W ST PAUL MN 55104 320466342 LEASE MANAGEMENT MN N/A 0 0 BROWNSTONE ASSOCIATION 839 UNIVERSITY AVE W ST PAUL MN 55104 823462293 SUPPORTING ORGANIZATION MN N/A C 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 0 0 SCHEDULE R, PART II MODEL CITIES PROPERTIES (MCP) IS THE SOLE MEMBER OF TWO LLC ENTITIES, MODEL CITIES SUPPORTIVE HOUSING, LLC AND MODEL CITIES BROWNSTONE COMMERCIAL, LLC. MODEL CITIES SUPPORTIVE HOUSING, LLC IS THE SOLE MEMBER OF TWO LLC ENTITIES, MODEL CITIES FAMILIES FIRST NO.1, LLC AND MODEL CITIES SANKOFA, LLC. THE LLCS LISTED ABOVE ARE TREATED AS DISREGARDED ENTITIES OF MCP AND THE FINANCIAL ACTIVITY IS REPORTED ON THE TAX RETURN FILED BY MCP.