Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. 3.1 The Managing General Agent’s compensation shall be as set forth in Exhibit C (the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, the Managing General Agent shall provide the Company with a statement of the reasonable, documented, out- of-pocket costs of providing services under this Agreement for such calendar month. If the amount of such reasonable, documented, out-of-pocket costs exceeds the MGA Commission paid to the Managing General Agent during such time period, the Company shall pay the difference to the Managing General Agent within thirty (30) days after receiving the statement; provided, however, that the Managing General Agent may instead deduct such amounts from premiums received. If the amount of MGA Commission exceeds the reasonable, documented, out-of-pocket costs during such time period, the Managing General Agent shall remit the difference to the Company within thirty (30) days after sending the statement. Notwithstanding the foregoing, in no event shall the MGA Commission or any amount payable to the Managing General Agent under this Agreement exceed, individually or in the aggregate, the aggregate amount of gross written premium for the Subject Business less any return premiums and commissions and any fronting or ceding fee payable to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agent, the Reinsurer or any third party. 3.2 The MGA Commission due to the Managing General Agent hereunder from the Company, and any costs and expenses of the Managing General Agent contemplated to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Company. In no event shall the Company be liable to make payment of such amounts from any of its other assets, including without limitation its fronting or ceding fees under the Reinsurance Agreement. 3.3 In the event there is no Producer to receive the designated commission on a Policy, the Managing General Agent may retain such commission. 3.4 The MGA Commission and Exhibit C may be amended from time to time upon mutual agreement of the Company and the Managing General Agent without otherwise affecting the other terms and conditions of this Agreement.

Compensation and Fees. 3.1 The Managing General Agent’s compensation (a) As Dealer-Manager you shall be as set forth in Exhibit C (the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, receive from the Managing General Agent shall provide Partner the Company with following compensation, based on each Unit sold to investors in a statement Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) an up to .5% reimbursement of the reasonableSelling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, documentedand all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, out- of-pocket costs of providing services under this Agreement you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for such calendar month. If expenses which are received by the amount of such reasonable, documented, out-of-pocket costs exceeds wholesalers in connection with the MGA Commission paid Program or expenses which are owed by the wholesalers to the Managing General Agent during such time periodPartner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the Company shall pay NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the difference sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the Managing General Agent within thirty following: (30i) days after receiving an accountable reimbursement for training and education meetings for associated persons of the statementselling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; providedand Anthem Securities, howeverInc. Dealer-Manager Agreement (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the Managing General Agent may instead deduct such amounts from premiums received. If managing general partner nor the amount of MGA Commission exceeds the reasonable, documented, outdealer-of-pocket costs during such time period, the Managing General Agent shall remit the difference to the Company within thirty (30) days after sending the statement. Notwithstanding the foregoing, in no event shall the MGA Commission manager directly or any amount payable to the Managing General Agent under this Agreement exceed, individually or indirectly participates in the aggregate, the aggregate amount selling agent’s organization of gross written premium for the Subject Business less any return premiums and commissions and any fronting or ceding fee payable to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agent, the Reinsurer or any third party. 3.2 The MGA Commission due to the Managing General Agent hereunder from the Company, and any costs and expenses of the Managing General Agent contemplated to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Companya permissible non-cash compensation arrangement. In no event shall the Company be liable to make payment of such amounts from a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of its other assetsthe 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, including without limitation its fronting payments or ceding fees under the Reinsurance Agreement. 3.3 In the event there is no Producer to receive the designated commission on a Policy, reimbursements by you or the Managing General Agent may retain such commission. 3.4 The MGA Commission and Exhibit C Partner may be amended from time to time upon mutual agreement of the Company and made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent without otherwise affecting on the other terms achievement of a sales target; (ii) the location of the training and conditions education meeting is appropriate to the purpose of this Agreementthe meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met.

Compensation and Fees. 3.1 The Managing General Agent’s compensation shall be as set forth in Exhibit C (the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, the Managing General Agent shall provide the Company with a statement of the reasonable, documented, out- of-pocket costs of providing services under this Agreement for such calendar month. If the amount of such reasonable, documented, out-of-pocket costs exceeds the MGA Commission paid to the Managing General Agent during such time period, the Company shall pay the difference to the Managing General Agent within thirty (30) days after receiving the statement; provided, however, that the Managing General Agent may instead deduct such amounts from premiums received. If the amount of MGA Commission exceeds the reasonable, documented, out-of-pocket costs during such time period, the Managing General Agent shall remit the difference to the Company within thirty (30) days after sending the statement. Notwithstanding the foregoing, in no event shall the MGA Commission or any amount payable to the Managing General Agent under this Agreement exceed, individually or in the aggregate, the aggregate amount of gross written premium for the Subject Business less any return premiums and commissions and any fronting or ceding fee payable to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agent, the Reinsurer or any third party. 3.2 The MGA Commission due to the Managing General Agent hereunder from the Company, and any costs and expenses of the Managing General Agent contemplated to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Company. In no event shall the Company be liable to make payment of such amounts from any of its other assets, including without limitation its fronting or ceding fees under the Reinsurance Agreement. 3.3 In the event there is no Producer to receive the designated commission on a Policy, the Managing General Agent may retain such commission. 3.4 The MGA Commission and Exhibit C may be amended from time to time upon mutual agreement of the Company and the Managing General Agent without otherwise affecting the other terms and conditions of this Agreement.

Compensation and Fees. 3.1 The Managing General Agent’s For services rendered under this Agreement, MCC shall receive the following compensation shall be as and fees: A. As compensation for the services set forth in Exhibit C (the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, the Managing General Agent shall provide the Company with a statement of the reasonable, documented, out- of-pocket costs of providing services under this Agreement for such calendar month. If the amount of such reasonable, documented, out-of-pocket costs exceeds the MGA Commission paid to the Managing General Agent during such time periodsection 1.A. through 1.D above, the Company shall pay MCC a monthly service fee of $15,000 each month throughout the difference term of this Agreement, the first monthly payment of which is due on the 20th of March, 2008 and continuing on the same day each month thereafter. B. The Company will pay MCC a fee with respect to substantive updates of any previously issued Report, as well as other Report Assignments undertaken thereafter pursuant to Section 1.E. of this Agreement. The Company and MCC will negotiate in good faith appropriate compensation for MCC, which will take into account, among other things, the custom and practice among consultants and advisors providing similar services. Payment for each Report Assignment shall be due and payable on the date such report is presented to the Managing General Agent within thirty (30) days after receiving Company. C. With respect to any other payments for services provided to the statement; providedCompany by MCC not otherwise covered under A and B above, howeverthe Company and MCC will negotiate in good faith appropriate compensation for MCC, that which will take into account, among other things, the Managing General Agent may instead deduct such amounts from premiums received. If the amount of MGA Commission exceeds the reasonable, documented, outcustom and practice among consultants and advisors providing similar services. D. Out-of-pocket costs during such time period, expenses incurred by MCC in connection with the Managing General Agent shall remit the difference to services performed hereunder will be payable by the Company upon submission by MCC of monthly invoices delineating such expense, provided that any expense over $1,000 must be approved by the Company in advance. Reimbursable travel expenses hereunder shall include first-class air travel for the Chairman, CEO and President of MCC and coach air travel for all other MCC travel. All amounts billed shall be paid within thirty fifteen (3015) days after sending following the statement. Notwithstanding the foregoing, in no event shall the MGA Commission or any amount date invoiced by MCC. E. All amounts payable to the Managing General Agent under this Agreement exceedare nonrefundable, individually or shall be paid when due and shall be paid in the aggregateimmediately available funds in U.S. dollars, the aggregate amount of gross written premium for the Subject Business less any return premiums without setoff and commissions and any fronting or ceding fee payable to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agentwithholding, the Reinsurer value-added or any third partyother similar taxes, charges or fees. 3.2 The MGA Commission due to the Managing General Agent hereunder from the Company, and any costs and expenses of the Managing General Agent contemplated to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Company. In no event shall the Company be liable to make payment of such amounts from any of its other assets, including without limitation its fronting or ceding fees under the Reinsurance Agreement. 3.3 In the event there is no Producer to receive the designated commission on a Policy, the Managing General Agent may retain such commission. 3.4 The MGA Commission and Exhibit C may be amended from time to time upon mutual agreement of the Company and the Managing General Agent without otherwise affecting the other terms and conditions of this Agreement.

Compensation and Fees. 3.1 The Managing General Agent’s compensation Licensee shall be as set forth pay to Licensor in Exhibit C (cash or by certified check made payable to Long Island University and delivered to the “MGA Commission”). Within forty-five (45) days after the end of a calendar month, the Managing General Agent shall provide the Company with a statement ▇▇▇▇▇▇ Center office each of the reasonable, documented, out- of-pocket costs following: (a) A License Fee of providing services under U.S. Dollars ($ ) for all of the above engagements. A portion of this Agreement for such calendar month. If fee in the amount of such reasonableTwo Thousand Dollars ($2,000.00) shall be paid upon the signing of this agreement as a non-refundable deposit. The balance of the License Fee shall be paid in full on or before . Upon the signing of this agreement, documented, out-of-pocket costs exceeds the MGA Commission paid to the Managing General Agent during such time period, the Company Licensee shall pay the difference to the Managing General Agent within thirty (30) days after receiving the statement; provided, however, that the Managing General Agent may instead deduct such amounts from premiums received. If the amount of MGA Commission exceeds the reasonable, documented, out-of-pocket costs during such time period, the Managing General Agent shall remit the difference to the Company within thirty (30) days after sending the statement. Notwithstanding the foregoing, in no event shall the MGA Commission or any amount payable to the Managing General Agent under this Agreement exceed, individually or in the aggregate, the aggregate amount of gross written premium be deemed liable for the Subject Business less any return premiums entire License Fee and commissions and any fronting Licensor shall be under no obligation to submit invoices or ceding fee payable statements prior to the Company under the Reinsurance Agreement, the true intent of this Agreement and the Reinsurance Agreement being that the Company shall always be entitled to receive and retain fronting or ceding fee, without deduction for any amounts payable to the Managing General Agent, the Reinsurer or any third partyreceiving payment. 3.2 The MGA Commission due to (b) Additional fees as may be established by the Managing General Agent hereunder from Director of ▇▇▇▇▇▇ Center for the Companyuse of ancillary spaces, special equipment, or extra services in conjunction with the above engagements or for utilization of the facility at times or for purposes other than as listed above, and any costs and expenses as authorized by the express written consent of the Managing General Agent contemplated Director. Any such use shall be subject to be borne by the Company hereunder, shall only be payable from the policy premiums, fees and other consideration collected by the Managing General Agent hereunder on behalf of the Company. In no event shall the Company be liable to make payment of such amounts from any of its other assets, including without limitation its fronting or ceding fees under the Reinsurance Agreement. 3.3 In the event there is no Producer to receive the designated commission on a Policy, the Managing General Agent may retain such commission. 3.4 The MGA Commission and Exhibit C may be amended from time to time upon mutual agreement of the Company and the Managing General Agent without otherwise affecting the other all terms and conditions of this Agreementagreement. (c) A “Facility Fee” surcharge of $2.00 to be added to the ticket price at point of sale for each ticket sold for the event. This surcharge shall be remitted directly to Licensor and shall not be included in computing the Box Office Receipts payable to Licensee. Licensor may require payment of this surcharge by Licensee for all or a portion of tickets allotted for direct sale or distribution by Licensee. (d) In the event of cancellation of a performance to which tickets have been sold by the ▇▇▇▇▇▇ Center Box Office, Licensee will be immediately liable for the cost of refunding such tickets to customers. Refund fees for this engagement will be charged at the rate of $1.00 per customer account eligible for a refund. In addition, Licensee will promptly reimburse Licensor for handling charges assessed by Licensor’s internet ticketing provider, estimated at $4.00 per ticket sold over the internet. Licensor will invoice Licensee for these charges as soon as possible following the cancellation. (e) Licensee agrees to provide Licensor, without charge, ( ) pairs of tickets in the orchestra section to each performance above. Licensor agrees to return these tickets to Licensee prior to the performance in the event that they will not be used.