Common use of Fees and Other Compensation of the Manager Clause in Contracts

Fees and Other Compensation of the Manager. a. The Manager or its designees shall be entitled to receive from the Company reimbursement of all costs incurred by the Manager and its designees in performing services hereunder, plus an amount equal to a market based percentage, as jointly determined from time to time by the Company and the Manager. If the Company and the Manager cannot agree on such market based percentage, either party shall have the right to terminate this Agreement, in which case the provisions of Section 10 shall apply. Such payments shall be estimated and paid monthly and reconciled annually. “Costs” shall include direct and indirect costs incurred by the Manager, including a portion of the salaries and overhead of the Manager properly attributable to services performed by the Manager hereunder. The Company shall reimburse the Manager and its Affiliates for (i) the actual costs to the Manager or its Affiliates of goods, materials and services used for and by the Company obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Company; (iii) the costs of personnel employed by the Manager and directly involved in the organization and business of the Company (including persons who may be employees or officers of the Manager and its Affiliates) and for legal, accounting, transfer agent, reinvestment and redemption in administration, data processing, duplicating and investor communications services performed by employees or officers of the Manager unit its Affiliates which could be performed directly for the Company by independent parties; and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Manager in seeking any investments or seeking the disposition or arty investments held by the Company.

Fees and Other Compensation of the Manager. a. The Manager or its designees shall be entitled to receive from the Company reimbursement of all costs incurred by the Manager and its designees in performing services hereunder, plus an amount equal to a market based percentage, as jointly determined from time to time by the Company and the Manager. If the Company and the Manager cannot agree on such market based percentage, either party shall have the right to terminate this Agreement, in which case the provisions of Section 10 shall apply. Such payments shall be estimated and paid monthly and reconciled annually. “Costs” shall include direct and indirect costs incurred by the Manager, including a portion of the salaries and overhead of the Manager properly attributable to services performed by the Manager hereunder. The Company shall reimburse the Manager and its Affiliates for (i) the actual costs to the Manager or its Affiliates of goods, materials and services used for and by the Company obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Company; (iii) the costs of personnel employed by the Manager and directly involved in the organization and business of the Company (including persons who may be employees or officers of the Manager and its Affiliates) and for legal, accounting, transfer agent, reinvestment and redemption in plan administration, data processing, duplicating and investor communications services performed by employees or officers of the Manager unit and its Affiliates which could be performed directly for the Company by independent parties; and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Manager in seeking any investments or seeking the disposition or arty of any investments held by the Company.