Common use of Management Fee Offset Clause in Contracts

Management Fee Offset. 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 (Management Fee Offset), the Fund Manager shall cause such amounts to be paid to the Non- Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments.

Management Fee Offset. (a) 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such suchthe Limited Partner’s ’'s pro rata share (based on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 8.48.5 (Management Fee Offset.), the Fund Manager shall cause such amounts to be paid to the Non- Non-Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments.