Common use of Management and Incentive Fees Clause in Contracts

Management and Incentive Fees. (a) The Client shall pay GAJL a monthly Management Fee equal to a percentage of the Net Asset Value of the Account. as described in the Initial Investment and Client Fee Election Form attached as Appendix A. The term "Net Asset Value" of the Account shall mean the value as of any date of the assets deemed to be under management as agreed to by the Client and GAJL (including, but not limited to, all cash and cash equivalents, valued at cost, accrued interest. capital committed by the Client but not actually deposited in the Account. any "notional" funds, and the market value of all open Contracts), less total liabilities of the Account (including the accrued portion of any fees), excluding accrued Management and Incentive Fees. The current market value of all open Contracts shall be as indicated by the settlement price determined by the exchanges or clearinghouses with which such positions are maintained. If there are no trades on the date of the calculation due to the operation of the daily price fluctuation limits, the closing of the exchange on which positions are maintained, or otherwise, the Contract will be valued at the settlement price as determined by the exchange. The Management Fee paid to GAJL for any month will be pro-rated for any additions to or withdrawals from the Account during the month and for any months during which GAJL did not manage the account for a full month. (b) The Client shall pay GAJL the Incentive Fee equal to a percentage of the "New Trading Profits" of the Account for each Incentive Fee period as specified in the Initial Investment and Client Fee Election Form. The term "New Trading Profits" means the excess (if any) of(i) Cumulative Net Profits as of the end of the applicable Incentive Fee period over (ii) the highest past value of Cumulative Net Profits since inception of the Account. "Cumulative Net Profits", which are calculated at the end of each Incentive Fee period, means cumulative net realized and unrealized trading profits, after deduction of brokerage commissions paid and accrued, floor brokerage fees, "give-up" or transfer fees (subject to a maximum of $*** per round-tum for such brokerage related commissions and fees, unless otherwise agreed in writing by GAJL) and any other fees (including the Management Fee), costs, and expenses directly related to the Account and the trading activities in the Account, but exclusive of any Incentive Fees previously paid and any interest earned. Any trading losses being carried forward from prior periods must be recouped and New Trading Profits achieved before further Incentive Fees are payable. To the extent that the Client reduces the Nominal Account Size (for example through redemptions, distributions or allocations caused by the Client), any trading losses being carried forward from prior periods shall be reduced in the same proportion that the value of the reduction in the Nominal Account Size bears to the value of the Nominal Account Size prior to such reduction. If GAJL's authority to trade the Account on behalf of the Client is terminated, by either party, as of any date which is not the end of an Incentive Fee period, the Incentive Fee described above, if applicable, will be determined as if such date of termination were at the end of an Incentive Fee period. If any payment of an Incentive Fee is made to GAJL on account of New Trading Profits and the Client's Account thereafter fails to earn New Trading Profits or experiences losses for any subsequent Incentive Fee period, GAJL will be entitled to retain such amounts of Incentive Fees previously paid to it in respect of such profits. __________________ *** Confidential material redacted and filed separately with the Commission.