Common use of Compensation of Placement Agent Clause in Contracts

Compensation of Placement Agent. (a) UST shall not be entitled to receive any compensation from the Company for the services provided hereunder and instead UST shall be compensated for its services by U.S. Trust Hedge Fund Management, Inc. ("USTHFMI"), the Company's manager, in accordance with the terms of an agreement entered into between UST and USTHFMI or an affiliate thereof. (b) Pursuant to the terms of each Sub-Agency Agreement between UST and a Sub-Agent, a Sub-Agent may receive from UST either a one-time fee or an ongoing fee based upon the value of Interests purchased by investors that it introduces to the Company or based upon the initial contribution amount made by such investors in the Company. The Company will not be liable to Sub-Agents for payment of any fees pursuant to Sub-Agency Agreements or for reimbursement of any expenses incurred by Sub-Agents in connection with services provided pursuant to Sub-Agency Agreements. (c) Except as may otherwise be agreed to in writing by the Company, UST shall be responsible for the payment of all costs and expenses incurred by UST in connection with the performance of its obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials.