Common use of Compensation of Placement Agent Clause in Contracts

Compensation of Placement Agent. (a) You are entitled to charge a sales commission on the purchase price of Interests of up to 2.5% upon acceptance of the subscription documentation by the General Partner; provided, that you will have the authority to waive or reduce the sales commission in particular cases, at your sole discretion in consultation with the General Partner and as generally described in the Memorandum. (b) Except as may otherwise be agreed to by the Partnership, you will be responsible for the payment of all costs and expenses incurred by you in connection with the performance of your obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials (other than those costs associated with preparing and updating the Memorandum and with qualifying prospective investors, which costs will be borne by the Partnership). (c) We acknowledge that you may compensate your account executives for their ongoing servicing of clients with whom they have placed Interests in the Partnership. This compensation will be based upon a formula that takes into account the amount of client assets being serviced as well as the investment results attributable to clients' assets invested in the Partnership and may represent a portion of any Management Fee paid to the Adviser to the Partnership in consideration for its advisory and other services thereto.